Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

For the month of March, 2025

Commission File Number 001-36906

INTERNATIONAL GAME TECHNOLOGY PLC

(Translation of registrant’s name into English)

10 Finsbury Square, Third Floor

London EC2A 1AF

United Kingdom

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F x Form 40-F ¨

International Game Technology PLC Announces New Term Loan Facilities and

2024 Annual Report and Accounts

New Term Loan Facilities

International Game Technology PLC (“IGT” and, together with its consolidated subsidiaries, the “Company”) (NYSE:IGT) entered into a Senior Facilities Agreement, dated March 14, 2025, by and among IGT, as the Parent; IGT Lottery S.p.A., a wholly owned subsidiary of the Parent (the “Borrower”), as the Borrower; the Parent and certain subsidiaries of the Parent, as the Original Guarantors; Bank of America Europe Designated Activity Company, as the Global Coordinator, Bookrunner and Mandated Lead Arranger; the entities listed in Part III of Schedule 1 thereto, as the Bookrunners and Mandated Lead Arrangers; the entity listed in Part IV of Schedule 1 thereto, as the Mandated Lead Arranger; the entities listed in Part II of Schedule 1 thereto, as the Original Lenders; and Mediobanca – Banca di Credito Finanziario S.p.A., as the Agent (the “Term Loan Agreement”). The Term Loan Agreement provides for €1,000,000,000 of term loan facilities (the “Facilities”) which mature on September 14, 2030. The Facilities consist of a facility in the amount of €500,000,000 (“Facility A”) and a facility also in the amount of €500,000,000 (“Facility B”).

The Borrower may use borrowings under Facility A for general corporate purposes, including repayment of borrowings under the Company’s revolving credit facilities. Provided that the Company is awarded the Italian Gioco del Lotto license (the “Italian Lotto License”), the Borrower may use proceeds of Facility B solely to fund, directly or indirectly, the Italian Lotto License upfront fee and fees and expenses in connection with the Term Loan Agreement. The Borrower must make €100,000,000 amortization payments in each of 2027, 2028 and 2029 for each of the Facilities, with the remaining €200,000,000 balance of each of the Facilities due at maturity. The Facilities bear interest at a variable rate equal to the sum of EURIBOR and a margin based on IGT's public debt ratings. The Term Loan Agreement provides for standard covenants and restrictions which are substantially identical to those under the agreements for the Company’s revolving credit facilities and other term loan facilities.

The foregoing description of the Term Loan Agreement is qualified in its entirety by reference to the full text of the Term Loan Agreement, which is attached as Exhibit 4.1 to this current report on Form 6-K.

2024 Annual Report and Accounts

IGT published its Annual Report and Accounts for the fiscal year ended December 31, 2024, on the Company’s website on March 17, 2025. The 2024 Annual Report and Accounts can be found in the Investor Relations section of www.igt.com, along with IGT’s 2024 Annual Report on Form 20-F, which the Company filed with the U.S. Securities and Exchange Commission on February 25, 2025. These materials can be viewed online and are also available for download in PDF format.

The following are furnished herewith:

Exhibit Number		Description

4.1		Senior Facilities Agreement, dated March 14, 2025, by and among IGT, as the Parent; IGT Lottery S.p.A., a wholly owned subsidiary of the Parent as the Borrower; the Parent and certain subsidiaries of the Parent, as the Original Guarantors; Bank of America Europe Designated Activity Company, as the Global Coordinator, Bookrunner and Mandated Lead Arranger; the entities listed in Part III of Schedule 1 thereto, as the Bookrunners and Mandated Lead Arrangers; the entity listed in Part IV of Schedule 1 thereto, as the Mandated Lead Arranger; the entities listed in Part II of Schedule 1 thereto, as the Original Lenders; and Mediobanca – Banca di Credito Finanziario S.p.A., as the Agent

99.1		International Game Technology PLC Annual Report and Accounts for the fiscal year ended December 31, 2024

EXHIBIT INDEX

Exhibit Number		Description

4.1		Senior Facilities Agreement, dated March 14, 2025, by and among IGT, as the Parent; IGT Lottery S.p.A., a wholly owned subsidiary of the Parent as the Borrower; the Parent and certain subsidiaries of the Parent, as the Original Guarantors; Bank of America Europe Designated Activity Company, as the Global Coordinator, Bookrunner and Mandated Lead Arranger; the entities listed in Part III of Schedule 1 thereto, as the Bookrunners and Mandated Lead Arrangers; the entity listed in Part IV of Schedule 1 thereto, as the Mandated Lead Arranger; the entities listed in Part II of Schedule 1 thereto, as the Original Lenders; and Mediobanca – Banca di Credito Finanziario S.p.A., as the Agent

99.1		International Game Technology PLC Annual Report and Accounts for the fiscal year ended December 31, 2024

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 18, 2025	INTERNATIONAL GAME TECHNOLOGY PLC

	By:	/s/ Pierfrancesco Boccia
		Pierfrancesco Boccia
		Corporate Secretary

Exhibit 4.1


IGT LOTTERY S.P.A. AS BORROWER

BANK OF AMERICA EUROPE DESIGNATED ACTIVITY COMPANY AS Global Coordinator, BOOKRUNNER AND MANDATED LEAD ARRANGER BANCO BPM S.P.A. BNP PARIBAS, ITALIAN BRANCH BPER BANCA S.P.A. CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, MILAN BRANCH ING BANK N.V. – MILAN BRANCH INTESA SANPAOLO S.P.A. MEDIOBANCA – BANCA DI CREDITO FINANZIARIO S.P.A. UNICREDIT S.P.A. AS BOOKRUNNERS AND MANDATED LEAD ARRANGERS BANCO SANTANDER, S.A. AS MANDATED LEAD ARRANGER MEDIOBANCA – BANCA DI CREDITO FINANZIARIO S.P.A. AS AGENT and others

	€1,000,000,000 TERM LOAN FACILITIES FOR IGT LOTTERY S.P.A.

Contents

Clause

Page

1.	Definitions and Interpretation	1
2.	The Facilities	50
3.	Purpose	51
4.	Conditions of utilisation	52
5.	Utilisation	52
6.	Repayment	54
7.	Illegality, voluntary prepayment and cancellation	54
8.	Mandatory Prepayment	56
9.	Restrictions	57
10.	Interest	60
11.	Interest Periods	64
12.	Changes to the Calculation of Interest	64
13.	Fees	67
14.	Tax Gross Up and Indemnities	68
15.	Increased costs	78
16.	Other indemnities	80
17.	Mitigation	81
18.	Costs and expenses	82
19.	Guarantee and indemnity	83
20.	Representations	91
21.	Information undertakings	98
22.	Financial Covenants	102
23.	General undertakings	104
24.	Events of Default	116
25.	Changes to the Lenders	122
26.	Changes to the Obligors	128
27.	Role of the Agent, the Arranging Parties, the Global Coordinator and others	130
28.	Conduct of business by the Finance Parties	139
29.	Sharing among the Finance Parties	139
30.	Payment Mechanics	141
31.	Set-Off	145
32.	Notices	145
33.	Calculations and Certificates	150
34.	Partial Invalidity	150

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35.	Remedies and Waivers	150
36.	Amendments and Waivers	151
37.	Negotiated Agreement	162
38.	Confidentiality	162
39.	Confidentiality of Funding Rates	164
40.	Counterparts	166
41.	Governing Law	166
42.	Enforcement	166
43.	Contractual recognition of bail-in	168
44.	Acknowledgement regarding any supported QFCS	169

Schedule 1 The Parties	171
Part I The Original Obligors	171
Part II The Lenders	172
Part III The Bookrunners and Mandated Lead Arrangers	173
Part IV The Mandated Lead Arranger	174
Schedule 2 Conditions Precedent	175
Part I Conditions Precedent to Utilisation of Facility A	175
Part II Conditions Precedent to utilisation of Facility B	178
Part III Conditions Precedent to be delivered by Additional Guarantors	179
Schedule 3 Requests	182
Part I Utilisation Request	182
Part II Selection Notice	183
Schedule 4 Form of Transfer Certificate	184
Schedule 5 Form of Assignment Agreement	187
Schedule 6 Form of Accession Letter	190
Schedule 7 Form of Resignation Letter	191
Schedule 8 Form of Compliance Certificate	192
Schedule 9 Agreed Security Principles	193
Schedule 10 Project Voyager	198
Schedule 11 Self-declaration Form	200
Schedule 12 Beneficial Owner's Attestation	202
Schedule 13 Compounded Rate Terms	203
Schedule 14 Daily Non-Cumulative Compounded RFR Rate	206
Schedule 15 Cumulative Compounded RFR Rate	208

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THIS SENIOR FACILITIES AGREEMENT (this "Agreement") is dated ___ March 2025 and is made

AMONG:

(1)

INTERNATIONAL GAME TECHNOLOGY PLC, a public limited company incorporated under the laws of England and Wales, as parent (the "Parent");

(2)

IGT LOTTERY S.P.A., a joint stock company (società per azioni) with a sole shareholder, incorporated under the laws of the Republic of Italy, with registered office at Viale del Campo Boario, 56/D, 00154 Rome (RM), Italy, fully paid share capital of €88,392,200.00, fiscal code and enrolment with the companies register of Rome number 13044331000 and subject to direction and coordination of the sole shareholder Dutch Lottery HoldCo (as defined below), as borrower (the "Borrower");

(3)

THE ENTITIES listed in Part I of Schedule 1, as guarantors (the "Original Guarantors");

(4)

BANK OF AMERICA EUROPE DESIGNATED ACTIVITY COMPANY, as global coordinator, bookrunner and mandated lead arranger (the "Global Coordinator, Bookrunner and Mandated Lead Arranger");

(5)

THE ENTITIES listed in Part III of Schedule 1, as bookrunners and mandated lead arrangers (the "Bookrunners and Mandated Lead Arrangers");

(6)

THE ENTITY listed in Part IV of Schedule 1, as mandated lead arranger (the "Mandated Lead Arranger");

(7)

THE ENTITIES listed in Part II of Schedule 1, as lenders (the "Original Lenders"); and

(8)

MEDIOBANCA – BANCA DI CREDITO FINANZIARIO S.P.A., as facility agent of the other Finance Parties (the "Agent").

IT IS AGREED as follows:

Definitions and Interpretation

1.1

Definitions

In this Agreement:

"Acceptable Bank" means:

(a)

a bank or financial institution which has a rating for its long term unsecured and non-credit-enhanced debt obligations of BBB- or higher by S&P or Fitch or Baa3 or higher by Moody's or a comparable rating from an internationally recognised credit rating agency;

(b)

a Lender or any of its Affiliates; or

(c)

any other bank or financial institution approved by the Agent.

"Accession Letter" means a document substantially in the form set out in Schedule 6 (Form of Accession Letter) or in any other form acceptable to the Parent and the Agent.

"Accounting Principles" means the generally accepted accounting principles in the United States, the United Kingdom and the Republic of Italy, as the case may be, including IFRS.

"Additional Guarantor" means a person which becomes a Guarantor in accordance with Clause ‎26 (Changes to the Obligors).

"ADM" means the Customs and Monopolies Agency (Agenzia delle Dogane e dei Monopoli) of the Republic of Italy.

"Administrative Questionnaire" means an Administrative Questionnaire in a form supplied by the Agent.

"Affidavit" means the affidavit substantially in the form prescribed by decision No. 84404 of the Director of the Italian Revenues Agency (Agenzia delle Entrate) and made available on the website www.agenziaentrate.it or such other form from time to time approved by the Italian Revenues Agency.

"Affiliate" means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of such Holding Company.

"Agent's Fee Letter" means the fee letter dated on or prior to the date of this Agreement between the Agent and the Borrower.

"Agreed Security Principles" means the principles set out in Schedule 9 (Agreed Security Principles).

"Anti-Corruption Laws" means all laws, rules and regulations of any jurisdiction concerning or relating to bribery or corruption.

"Anti-Money Laundering Laws" means all laws, rules and regulations of any jurisdiction concerning or relating to money laundering (including the Money Laundering Control Act of 1986 (18 U.S.C. §§ 1956 et seq.)).

"Anti-Terrorism Law" means each of:

(a)

the Executive Order;

(b)

the USA PATRIOT Act;

(c)

the Foreign Asset Control Laws;

(d)

the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.);

(e)

the International Emergency Economic Powers Act (50 U.S.C. §§ 1701 et seq.);

(f)

the Trading with the Enemy Act (50 U.S.C. App. §§1 et seq.); and

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(g)

any similar law enacted in the United States of America subsequent to the date of this Agreement.

"Arranging Parties" means the Global Coordinator, Bookrunner and Mandated Lead Arranger, the Bookrunners and Mandated Lead Arrangers and the Mandated Lead Arranger.

"Assignment Agreement" means an agreement substantially in the form set out in Schedule 5 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee.

"Auditors" means PricewaterhouseCoopers or any other firm approved in advance by the Agent (such approval not to be unreasonably withheld or delayed).

"Authorisation" means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

"Availability Period" means the Facility A Availability Period or the Facility B Availability Period.

"Available Commitment" means, in relation to a Facility, a Lender's Commitment under such Facility minus:

(a)

the amount of its participation in any outstanding Loans under such Facility; and

(b)

in relation to any proposed Utilisation, the amount of its participation in any Loans that are due to be made under such Facility on or before the proposed Utilisation Date.

"Available Facility" means, in relation to a Facility, the aggregate for the time being of each Lender's Available Commitment in respect of such Facility.

"B&D Holding" means B&D Holding di Marco Drago e C. S.a.p.a., a company (società in accomandita per azioni) incorporated under the laws of the Republic of Italy.

"Beneficial Owner Attestation" means the beneficial owner attestation substantially in the form set out in Schedule 12 (Beneficial Owner Attestation).

"Break Costs" means:

(a)

in relation to a Term Rate Loan, the amount (if any) by which:

(i)

the interest (excluding the Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in such Loan or Unpaid Sum to the last day of the current Interest Period in respect of such Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of such Interest Period;

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exceeds:

(ii)

the amount which such Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the European interbank market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period; or

(b)

in relation to a Compounded Rate Loan, any amount specified as such in the Compounded Rate Terms.

"Business" means, with respect to the Group:

(a)

the design, manufacture, sale, lease, delivery, installation, operation or maintenance of hardware and equipment (e.g. computers, computer terminals, on-line lottery terminals, instant ticket vending and dispensing machines, self-service terminals, gaming devices and machines, video lottery terminals, slot machines and amusement with prize machines) (collectively, "Gaming Hardware") and the design, development, sale, licensing, delivery, installation, operation or maintenance of software or game content (collectively, "Gaming Software") pertaining to the operation of games of chance or skill or pari-mutuel or fixed odds games (including lotteries (e.g. on-line, off-line, passive ticket, instant/scratch ticket, break-open ticket and video), pari-mutuel betting, bingo, race tracks, jai alai, legalised bookmaking, off-track betting, casino games, racino, keno, lotto and sports betting) (collectively, "Games") and the provision of any type of ancillary service or product related to or connected with the foregoing;

(b)

the management, ownership or operation of (i) Games; (ii) Gaming Hardware; (iii) Gaming Software; and (iv) sales channels (retail, interactive and mobile) and the exercise of any governmental power or authority granted to any member of the Group in connection with any of the foregoing businesses set out at (i) to (iv) (including acting as operator/private manager of legal gaming licenses and concessions) and the provision of any products or services related to any of the foregoing businesses set out at (i) to (iv) (including marketing activities and services, player tracking activities and loyalty management, back-office software (player management tools), field service, field sales force management and security and consulting services to customers including software, telecommunications, marketing and other related advisory services or other ancillary tools and platform related services);

(c)

(i) the provision of any type of government or state benefits processing or eligibility, or payment processing (including tax, utility, fines, fees and duties payment processing) and any products or services related to any of the foregoing businesses set out at paragraphs (a) and (b) and this paragraph (c); and (ii) the exercise of any governmental power or authority granted to any member of the Group in connection with the foregoing businesses described in paragraphs (a) and (b) above and in this paragraph (c);

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(d)

the provision of any type of commercial transaction processing or distribution services, including (i) debit, credit and bill payment transactions and money transfer transactions; (ii) distribution services such as electronic top-up services for pre-paid mobile and fixed-line telephone accounts and ticketing services for sporting, musical and other events; (iii) stored value services such as pre-paid cards for pay TV channels and debit cards; and (iv) any products or services related to the foregoing businesses described in paragraphs (a) through (c) above and in this paragraph (d);

(e)

the provision of any type of information technology or any services derived from the technical, management, operational or other expertise developed or used by any member of the Group in connection with any business described herein and any products or services related to the foregoing businesses described in paragraphs (a) through (d) above and in this paragraph (e);

(f)

the provision of any type of telecommunication services and other communications services similar to those or provided in connection with the businesses described in paragraphs (a) through (d) above;

(g)

the design, manufacture, printing, sale or distribution (whether physically, electronically or by any other method) of instant, scratch, traditional or other lottery tickets (whether such tickets are physical, electronic or expressed through any other medium and whether such tickets allow the player to remove a cover layer (or any semblance thereof) physically, electronically or by any other method, to reveal whether the ticket is a prize winner) and the provision of any products or services related to the foregoing business described in paragraphs (a) through (f) above and in this paragraph (g);

(h)

the employment of any hardware or software utilised in any of the businesses described in paragraphs (a) through (g) above whether by sale, lease, license or service in either government or commercial enterprises worldwide;

(i)

the provision of social games, including through Internet websites and applications for smart phones, tablets and other devices; and

(j)

any other business that is related to, or which is an extension, development or expansion of, any of the foregoing businesses described in paragraphs (a) through (i).

"Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in Providence (Rhode Island), London and Milan and which is a TARGET Day.

"Calculation Date" has the meaning given to it in Clause ‎22.1 (Financial definitions).

"Canadian Guarantor" means each Guarantor organised, incorporated or formed under the laws of Canada or any province or territory thereof.

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"Cash Equivalent Investments" means at any time:

(a)

demand or overnight deposits, time deposits, Eurodollar time deposits, bankers acceptances or certificates of deposit (in any case maturing within one (1) year after the relevant date of calculation):

(i)

with or issued by an Acceptable Bank; or

(ii)

with or issued by a Non-Acceptable Bank; provided that the amount of any such investments does not at any time exceed in the aggregate US$50,000,000 (or its equivalent in any other currencies);

(b)

any investment in marketable debt obligations issued or guaranteed by the government of the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State or by an instrumentality or agency of any of them having an equivalent credit rating and any auction rate, variable rate or demand securities issued or guaranteed by any federal, state or municipal governmental authority of the United States of America, in each case, having a credit rating equal to BBB or higher by S&P or Baa2 or higher by Moody's, maturing or having a scheduled auction within one (1) year after the relevant date of calculation and not convertible or exchangeable to any other security;

(c)

commercial paper not convertible or exchangeable to any other security:

(i)

for which a recognised trading market exists;

(ii)

issued by an issuer organised under the laws of the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State;

(iii)

which matures within one (1) year after the relevant date of calculation; and

(iv)

which has a credit rating of either A-1 or higher by S&P or F-1 or higher by Fitch or P-1 or higher by Moody's, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its long-term unsecured and non-credit enhanced debt obligations, an equivalent rating;

(d)

sterling bills of exchange eligible for rediscount at the Bank of England and accepted by an Acceptable Bank (or their dematerialised equivalent);

(e)

any investment accessible within thirty (30) days in money market funds which have a credit rating of either A-1 or higher by S&P or F-1 or higher by Fitch Rating Ltd or P-1 or higher by Moody's and which invest substantially all their assets in securities of the types described in paragraphs (a) through (d) above; or

(f)

any other debt security approved by the Majority Lenders,

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in each case to which any member of the Group is beneficially entitled at that time and which is not issued or guaranteed by any member of the Group or subject to any Security.

"Central Bank Rate" means the fixed rate for the main refinancing operations of the European Central Bank, or, if such rate is not published, the minimum bid rate for the main refinancing operations of the European Central Bank, each as published by the European Central Bank from time to time.

"Central Bank Rate Adjustment":

(a)

means, in relation to a Term Rate Loan (the "Applicable Term Rate Loan") and the Central Bank Rate for a day, the twenty per cent. (20%) trimmed arithmetic mean (calculated by the Agent, or by any other Finance Party which agrees to do so in place of the Agent) of the Central Bank Rate Spreads for the five (5) most immediately preceding TARGET Days (each a "Reference Day") for which the Relevant EURIBOR is available or can be calculated (as the case may be) and for which the Central Bank Rate is available,

where:

"Central Bank Rate Spread" means, in relation to a Reference Day, the difference (expressed as a percentage rate per annum) calculated by the Agent (or by any other Finance Party which agrees to do so in place of the Agent) between:

(i)

the Relevant EURIBOR for such Reference Day; and

(ii)

the Central Bank Rate for such Reference Day; and

"Relevant EURIBOR" for a Reference Day means:

(i)

EURIBOR as of 11:00 a.m. (Central European Time) on such Reference Day for a period equal in length to the Interest Period of the Applicable Term Rate Loan; or

(ii)

if, as at the date of this Agreement, no EURIBOR for a period equal in length to such Interest Period was customarily published, the rate (rounded to the same number of decimal places as EURIBOR) which results from interpolating on a linear basis between:

(A)

either:

(1)

EURIBOR (as of 11:00 a.m. (Central European Time) on such Reference Day) for the longest period (for which EURIBOR is available and for which EURIBOR was customarily published as at the date of this Agreement) which is less than such Interest Period; or

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(2)

if, as at the date of this Agreement, no such EURIBOR was customarily published, the RFR for such Reference Day; and

(B)

EURIBOR (as of 11:00 a.m. (Central European Time) on such Reference Day) for the shortest period (for which EURIBOR is available and for which EURIBOR was customarily published as at the date of this Agreement) which exceeds such Interest Period

and, for these purposes, "EURIBOR" shall take into account any correction, recalculation or republication by its administrator; and

(b)

in relation to a Compounded Rate Loan, has the meaning given to that term in the Compounded Rate Terms.

"Change of Control" means any person or group of persons acting in concert (other than any of the entities or companies constituting the Principal Shareholders) gains control of the Parent.

For the purpose of the paragraph above "control" means:

(a)

the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(i)

cast, or control the casting of, more than one-half of the maximum number of votes that might be cast at a general meeting of the Parent; or

(ii)

appoint or remove all, or the majority, of the directors or other equivalent officers of the Parent; or

(iii)

give directions with respect to the operating and financial policies of the Parent with which the directors or other equivalent officers of the Parent are obliged to comply; or

(b)

the holding of more than thirty per cent. (30%) of the issued share capital of the Parent (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital) save, in circumstances where the Principal Shareholders between them continue to hold directly or indirectly (whether by way of ownership of shares, proxy, contract, agency or otherwise) more of such issued share capital than the relevant person or group of persons.

For the purpose of the paragraph above "acting in concert" means a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition by any of them, either directly or indirectly, of shares in the Parent to obtain or consolidate control of the Parent.

"Change of Tax Law" shall have the meaning ascribed thereto in Clause 14.1 (Definitions).

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"Code" means the United States Internal Revenue Code of 1986 (26 U.S.C. §§ 1 et seq.).

"Commitment" means a Facility A Commitment or a Facility B Commitment.

"Common Security Agent" has the meaning given to it in the Intercreditor Agreement.

"Compliance Certificate" means a certificate substantially in the form set out in Schedule 8 (Form of Compliance Certificate) or otherwise in form and substance satisfactory to the Agent.

"Compounded Rate Interest Payment" means the aggregate amount of interest that:

(a)

is, or is scheduled to become, payable under any Finance Document; and

(b)

relates to a Compounded Rate Loan.

"Compounded Rate Loan" means any Loan or, if applicable, Unpaid Sum, which is, or has become, a "Compounded Rate Loan" pursuant to Clause 10A (Rate switch).

"Compounded Rate Supplement" means a document which:

(a)

is agreed in writing by the Borrower, the Agent (in its own capacity) and the Agent (acting on the instructions of the Majority Lenders);

(b)

specifies the relevant terms which are expressed in this Agreement to be determined by reference to Compounded Rate Terms; and

(c)

has been made available to the Borrower and each Lender.

"Compounded Rate Terms" means the terms set out in Schedule 13 (Compounded Rate Terms) or in any Compounded Rate Supplement.

"Compounded Reference Rate" means, in relation to any RFR Banking Day during the Interest Period of a Compounded Rate Loan, the percentage rate per annum which is the sum of:

(a)

the Daily Non-Cumulative Compounded RFR Rate for that RFR Banking Day; and

(b)

the applicable Credit Adjustment Spread (if any).

"Compounding Methodology Supplement" means, in relation to the Daily Non-Cumulative Compounded RFR Rate or the Cumulative Compounded RFR Rate, a document which:

(a)

is agreed in writing by the Borrower, the Agent (in its own capacity) and the Agent (acting on the instructions of the Majority Lenders);

(b)

specifies a calculation methodology for such rate; and

(c)

has been made available to the Borrower and each Lender.

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"Confidential Information" means all information relating to the Borrower, any Guarantor, the Group, the Finance Documents or the Facilities of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facilities from either:

(a)

any member of the Group or any of its advisers; or

(b)

another Finance Party, if the information was obtained by such Finance Party directly or indirectly from any member of the Group or any of its advisers,

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

(i)

is or becomes public information other than as a direct or indirect result of any breach by such Finance Party of the terms of this Agreement; or

(ii)

is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or

(iii)

is known by such Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by such Finance Party after such date, from a source which is, as far as such Finance Party is aware, unconnected with the Group and which, in either case, as far as such Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

"Confidentiality Undertaking" means a confidentiality undertaking substantially in the recommended form of the LMA or in any other form agreed between the Parent and the Agent.

"Consolidated Interest Expense" has the meaning given to it in Clause ‎22.1 (Financial definitions).

"Credit Adjustment Spread" means the rate which is either:

(a)

specified as such in the Compounded Rate Terms; or

(b)

determined by the Agent (or by any other Finance Party which agrees to determine such rate in place of the Agent) in accordance with the methodology specified in the Compounded Rate Terms.

"Cumulative Compounded RFR Rate" means, in relation to an Interest Period for a Compounded Rate Loan, the percentage rate per annum determined by the Agent (or by any other Finance Party which agrees to determine such rate in place of the Agent) in accordance with the methodology set out in Schedule 15 (Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.

- 10 -

"Daily Non-Cumulative Compounded RFR Rate" means, in relation to any RFR Banking Day during an Interest Period for a Compounded Rate Loan, the percentage rate per annum determined by the Agent (or by any other Finance Party which agrees to determine such rate in place of the Agent) in accordance with the methodology set out in Schedule 14 (Daily Non-Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.

"Daily Rate" means the rate specified as such in the Compounded Rate Terms.

"Default" means an Event of Default or any event or circumstance specified in Clause 24 (Events of Default) which would (with the expiry of a grace period or the giving of notice, the making of any determination (where any provision of Clause 24 (Events of Default) expressly requires a determination to be made) or any combination of any of the foregoing) be an Event of Default.

"Defaulting Lender" means any Lender:

(a)

which has failed to make its participation in a Loan available or has notified the Agent that it will not make its participation in a Loan available by the Utilisation Date of such Loan in accordance with Clause 5.4 (Lenders' participation);

(b)

which has otherwise rescinded or repudiated a Finance Document; or

(c)

with respect to which an Insolvency Event has occurred and is continuing.

Unless, in the case of paragraph (a) above:

(i)

its failure to pay is caused by:

(A)

administrative or technical error; or

(B)

a Disruption Event; and,

payment is made within five (5) Business Days of its due date; or

(ii)

the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

"Designated Person" means a person or entity:

(a)

listed in the annex to, or otherwise subject to the provisions of, the Executive Order;

(b)

named as a "Specially Designated National and Blocked Person" on the most current list published by OFAC at its official website or any replacement website or other replacement official publication of such list; or

(c)

to the best of the Obligor's knowledge, with which any Finance Party is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law.

- 11 -

"Designated Website" has the meaning given to that term in Clause 32.7 (Use of websites).

"Dispute" has the meaning given to that term in paragraph (a) of Clause 42.1 (Jurisdiction of English courts).

"Disruption Event" means either or both of:

(a)

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facilities (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b)

the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i)

from performing its payment obligations under the Finance Documents; or

(ii)

from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

"Distribution" means:

(a)

any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of share capital (or any class of share capital) paid by the Parent; or

(b)

the payment or distribution of any dividend or share premium reserve by the Parent.

"Double Taxation Treaty" means a double taxation treaty or agreement made between the Republic of Italy and any other jurisdiction which makes provision for full exemption from, or a reduction in, Tax imposed by the Republic of Italy on interest.

"Dutch Lottery HoldCo" means IGT Lottery Holdings B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands and registered under number 80313566.

"Dutch Obligor" means an Obligor incorporated under the laws of The Netherlands.

"EBITDA" has the meaning given to it in Clause ‎22.1 (Financial definitions).

- 12 -

"ERISA" means the Employee Retirement Income Security Act of 1974 of the United States of America as amended from time to time and any applicable regulations promulgated thereunder.

"ERISA Affiliate" means, with respect to any Obligor, any person that for the purposes of Title IV of ERISA is from time to time a member of the controlled group of any Obligor or under common control with any Obligor within the meaning of Section 414 of the Code.

"ERISA Event" means:

(a)

the occurrence of a reportable event, within the meaning of Section 4043(c) of ERISA, with respect to any Plan unless the 30-day notice requirement with respect to such event has been waived by the PBGC; or

(b)

the requirements of Section 4043(b) of ERISA applied with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to such Plan within the following thirty (30) days;

(c)

the application for a minimum funding waiver with respect to a Plan;

(d)

the provision by the administrator of any Plan of a notice of intent to terminate such Plan pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA);

(e)

the cessation of operations at a facility of any Obligor or any ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA;

(f)

the withdrawal by any Obligor or any ERISA Affiliate from a Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA;

(g)

the failure to make a required contribution to any Plan that would result in the imposition of an encumbrance under the Code or ERISA;

(h)

the institution by the PBGC of proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or the occurrence of any event or condition described in Section 4042 of ERISA that constitutes grounds for the termination of, or the appointment of a trustee to administer, such Plan;

(i)

a determination that any Plan is, or is expected to be, in at-risk status (within the meaning of Title IV of ERISA); or

(j)

the receipt by any Obligor or ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from any Obligor or ERISA Affiliate of any notice that a Multiemployer Plan is in endangered or critical status (within the meaning of Section 305 of ERISA).

"ESG KPI Targets" has the meaning given such term in the definition of "Margin".

- 13 -

"EURIBOR" means the Euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of such rate) for the relevant period published (before any correction, recalculation or republication by the administrator) by the European Money Markets Institute (or any other person which takes over the publication of such rate).

"Euro" or "€" means the single currency of the Participating Member States.

"Event of Default" means any event or circumstance specified as such in Clause 24 (Events of Default).

"Excluded Assets" means (i) loans to and receivables from other members of the Group, (ii) investments in Subsidiaries and (iii) consolidation entries (e.g., purchase accounting entries for goodwill and fair value adjustments to assets and liabilities) and elimination entries.

"Excluded EBITDA Entries" means consolidation entries and elimination entries.

"Executive Order" means the US Executive Order No. 13224 on Blocking Property and Prohibiting Transactions with Persons who Commit, Threaten to Commit, or Support Terrorism.

"Exempt Lender" has the meaning ascribed thereto in Clause 14.1 (Definitions).

"Existing Indebtedness" means any Financial Indebtedness outstanding at any time under the Existing Revolving Credit Facilities, the Existing Term Loan Facilities, and the Existing Notes.

"Existing Lender" has the meaning given to that term in Clause ‎25.1 (Assignments and transfers by the Lenders).

"Existing Notes" means each of the following:

(a)

US$750,000,000 4.125% Senior Secured Notes due 15 April 2026 issued by the Parent;

(b)

€750,000,000 3.500% Senior Secured Notes due 15 June 2026 issued by the Parent;

(c)

US$750,000,000 6.250% Senior Secured Notes due 15 January 2027 issued by the Parent;

(d)

€500,000,000 2.375% Senior Secured Notes due 15 April 2028 issued by the Parent;

(e)

US$750,000,000 5.25% Senior Secured Notes due 15 January 2029 issued by the Parent; and

(f)

€500,000.000 4.250% Senior Secured Notes due 15 March 2030 issued by Dutch Lottery HoldCo.

- 14 -

"Existing Revolving Credit Facilities" means the US$820,000,000 and €1,000,000,000 multicurrency revolving credit facilities provided under a senior facilities agreement originally dated 4 November 2014, as amended and as amended and restated from time to time between, among others, the Parent, as the Parent, and the Agent, as the Agent.

"Existing Security" means any Security described in Schedule 6 of the Intercreditor Agreement mutatis mutandis.

"Existing Term Loan Facilities" means the €1,000,000,000 term loan facilities provided under a senior facilities agreement originally dated 25 July 2017, as amended and as amended and restated from time to time between, among others, the Parent, as the Parent, and the Agent, as the Agent.

"Facilities" means Facility A and Facility B and "Facility" means any one of them.

"Facility A" means the term loan facility made available by the Facility A Lenders under this Agreement as described in Clause 2 (Facilities).

"Facility A Availability Period" means the period from and including the date of this Agreement to and including 14 April 2025.

"Facility A Commitment" means:

(a)

in relation to an Facility A Lender, the amount set opposite its name under the heading "Facility A Commitment" in Part II of Schedule 1 (The Parties) and the amount of any other Facility A Commitment transferred to it under this Agreement; and

(b)

in relation to any other Facility A Lender, the amount of any Facility A Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

"Facility A Lender" means:

(a)

the entities identified as "Facility A Lenders" in Part II of Schedule 1 (The Parties); and

(b)

any bank, financial institution, trust, fund or other entity which becomes a Party as a Facility A Lender in accordance with Clause ‎25 (Changes to the Lenders),

which, in each case, has not ceased to be a Party in accordance with the terms of this Agreement.

"Facility A Loan" means a loan made or to be made under Facility A or the principal amount outstanding for the time being of such loan.

"Facility A Utilisation Date" means the Utilisation Date with respect to Facility A.

"Facility B" means the term loan facility made available by the Facility B Lenders under this Agreement as described in Clause 2 (The Facilities).

- 15 -

"Facility B Availability Period" means the period from and including the date of this Agreement to and including the Facility B Availability Period Expiration Date.

"Facility B Availability Period Expiration Date" means 14 September 2025.

"Facility B Commitment" means:

(a)

in relation to an Facility B Lender, the amount set opposite its name under the heading "Facility B Commitment" in Part II of Schedule 1 (The Parties) and the amount of any other Facility B Commitment transferred to it under this Agreement; and

(b)

in relation to any other Facility B Lender, the amount of any Facility B Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

"Facility B Lender" means:

(a)

the entities identified as "Facility B Lenders" in Part II of Schedule 1 (The Parties); and

(b)

any bank, financial institution, trust, fund or other entity which becomes a Party as a Facility B Lender in accordance with Clause ‎25 (Changes to the Lenders),

which, in each case, has not ceased to be a Party in accordance with the terms of this Agreement.

"Facility B Loan" means a loan made or to be made under Facility B or the principal amount outstanding for the time being of such loan.

"Facility Office" means in respect of a Lender, the office or offices notified by such Lender to the Agent on or before the date it becomes a Lender (and, following that date, by not less than five (5) Business Days' notice) as the office or offices through which it will perform its obligations under this Agreement.

"Fallback Interest Period" means one (1) Month.

"FATCA" means:

(a)

Sections 1471 to 1474 of the Code or any associated regulations;

(b)

any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

(c)

any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

- 16 -

"FATCA Application Date" means:

(a)

in relation to a "withholdable payment" described in Section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014; or

(b)

in relation to a "passthru payment" described in Section 1471(d)(7) of the Code not falling within paragraphs (a) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA,

or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as a result of any change in FATCA after the date of this Agreement.

"FATCA Deduction" means a deduction or withholding from a payment under a Finance Document required by FATCA.

"FATCA Exempt Party" means a Party that is entitled to receive payments free from any FATCA Deduction.

"Federal Reserve Board" means the Board of Governors of the Federal Reserve System of the United States (or any successor thereto).

"Fee Letters" means the Agent's Fee Letter, the Structuring and Upfront Fee Letter and any letter or letters dated on or prior to the date of this Agreement between any Finance Party and the Borrower setting out any of the fees referred to in Clause ‎13 (Fees).

"Final Maturity Date" means, in relation to each Facility, 14 September 2030.

"Finance Document" means this Agreement, each Accession Letter, each Compliance Certificate, the Intercreditor Agreement, the Security Documents, each of the Fee Letters, each Resignation Letter, each Utilisation Request, any Compounded Rate Supplement, any Compounding Methodology Supplement, and each other document designated as a "Finance Document" by the Agent and the Parent.

"Finance Party" means the Agent, the Arranging Parties, the Sustainability Coordinator and the Lenders.

"Financial Indebtedness" means any indebtedness for or in respect of (without double counting):

(a)

monies borrowed;

(b)

any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(c)

any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

- 17 -

(d)

the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with the applicable Accounting Principles, be treated as a finance or capital lease;

(e)

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f)

for the purposes of paragraph (e) of the definition of "Permitted Guarantee", Clause 23.12 (Priority Financial Indebtedness) and an Event of Default only, any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the marked to market value as at the relevant date on which Financial Indebtedness is calculated (or, if any actual amount is due as a result of the termination or close-out of that Treasury Transaction, that amount) shall be taken into account);

(g)

any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution;

(h)

any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or (ii) the agreement is in respect of the supply of assets or services and payment is due more than one hundred and fifty (150) days after the date of supply;

(i)

any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing; and

(j)

the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) through (i) above;

provided that any counter-indemnity obligation in respect of performance or similar bonds, letters of credit or guarantees, in each case, guaranteeing performance by a member of the Group in relation to a liability (other than a liability in respect of Financial Indebtedness) which arises in the ordinary course of those activities described in the definition of "Business" shall not constitute Financial Indebtedness unless and until, and to the extent that, such performance or similar bonds, letters of credit or guarantees are drawn or called (as applicable).

"Financial Quarter" means, with respect to the Parent, each of the quarterly periods ending on 31 March, 30 June, 30 September and 31 December in each Financial Year by reference to which the quarterly accounts of members of the Group are prepared.

"Financial Year" means each period ending on 31 December in respect of which annual audited consolidated financial statements of the Group are required to be prepared.

"Fitch" means Fitch Ratings Ltd.

"Foreign Asset Control Laws" means the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., the Trading with the Enemy Act, 50 U.S.C. App. §§ 1 et seq., any Executive Order or regulation promulgated thereunder and administered by OFAC.

- 18 -

"Fraudulent Transfer Law" means any applicable US Bankruptcy Law or any applicable US state fraudulent transfer or conveyance law.

"FSB" means the Financial Stability Board, a not-for-profit association established under Swiss law with its seat in Basel, Switzerland.

"Funding Rate" means any individual rate notified by a Lender to the Agent pursuant to paragraph (a)(ii) of Clause 12.3 (Cost of funds).

"German Guarantor" means each Guarantor organised, incorporated or formed under the laws of Germany.

"Group" means the Parent and its Subsidiaries from time to time and "member of the Group" means any one of them.

"Guarantor" means:

(a)

an entity referred to as "Original Guarantor" in the preamble to this Agreement; and

(b)

an Additional Guarantor unless it has ceased to be a Guarantor in accordance with Clause 26 (Changes to the Obligors).

"Historic EURIBOR" means, in relation to any Term Rate Loan, the most recent applicable EURIBOR for a period equal in length to the Interest Period of such Loan and which is as of a day which is no more than two (2) TARGET Days before the Quotation Day.

"Historic RFR" means, in relation to an RFR Banking Day, the most recent RFR for a day which is no more than two (2) RFR Banking Days before that RFR Banking Day.

"Holding Company" means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

"IFRS" means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

"Impaired Agent" means the Agent at any time when:

(a)

it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

(b)

it otherwise rescinds or repudiates a Finance Document;

(c)

(if it is also a Lender) it is a Defaulting Lender under paragraph (a) or (b) of the definition of "Defaulting Lender"; or

(d)

an Insolvency Event has occurred and is continuing with respect to it;

- 19 -

(e)

unless, in the case of paragraph (a) above:

(i)

its failure to pay is caused by:

(A)

administrative or technical error; or

(B)

a Disruption Event; and

payment is made within five (5) Business Days of its due date; or

(ii)

it is disputing in good faith whether it is contractually obliged to make the payment in question.

"Increased Costs" has the meaning given to it in paragraph (b) of Clause 15.1 (Increased costs).

"Insolvency Event" in relation to a Finance Party means that the Finance Party:

(a)

is dissolved (other than pursuant to a consolidation, amalgamation or merger);

(b)

becomes insolvent or is unable to pay its debts as they become due or fails or admits in writing its inability generally to pay its debts as they become due;

(c)

makes a general assignment, arrangement or composition with or for the benefit of its creditors generally;

(d)

institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

(e)

has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:

(i)

results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

(ii)

is not dismissed, discharged, stayed or restrained in each case within thirty (30) days of the institution or presentation thereof;

(f)

has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

- 20 -

(g)

seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets;

(h)

has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within thirty (30) days thereafter;

(i)

causes or is subject to any event with respect to such Finance Party which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) through (h) above; or

(j)

takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

"Insufficiency" means, with respect to any Plan, the amount, if any, of its unfunded liabilities, as defined in Section 4001(a)(18) of ERISA.

"Intellectual Property" means:

(a)

any patents, trademarks, service marks, designs, business names, copyrights, design rights, moral rights, inventions, confidential information, know-how and other intellectual property rights and interests, whether registered or unregistered; and

(b)

the benefit of all applications and rights to use such assets of each member of the Group.

"Intercreditor Agreement" means the Intercreditor Agreement dated 7 April 2015 among the Borrower as the Parent; The Royal Bank of Scotland plc as Common Security Agent; The Royal Bank of Scotland plc as Revolving Agent; the financial institutions named on the signature pages thereof as Revolving Lenders; the financial institutions named on the signature pages thereof as Revolving Swingline Lenders; The Royal Bank of Scotland plc as Issuing Agent; KeyBank National Association as Swingline Agent; the financial institutions named on the signature pages thereof as Revolving Arrangers; Mediobanca – Banca di Credito Finanziario S.p.A. as Term Agent; the financial institutions named on the signature pages thereof as Term Lenders; the financial institutions named on the signature pages thereof as Term Arrangers; BNY Mellon Corporate Trustee Services Limited as 2018 GTECH Senior Secured Notes Trustee; BNY Mellon Corporate Trustee Services Limited as 2020 GTECH Senior Secured Notes Trustee; Wells Fargo Bank, National Association as IGT Senior Secured Notes Trustee; BNY Mellon Corporate Trustee Services Limited as New Senior Secured Notes Trustee; the companies named on the signature pages thereof as Intra-Group Lenders; and the subsidiaries of Parent named on the signature pages thereof as Debtors, as amended or restated from time to time.

"Interest Period" means, in relation to a Loan, each period determined in accordance with Clause 11 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 10.4 (Default interest).

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"Interpolated EURIBOR" means, in relation to any Term Rate Loan, the rate (rounded to the same number of decimal places as EURIBOR) which results from interpolating on a linear basis between:

(a)

the applicable EURIBOR for the longest period (for which EURIBOR is available) which is less than the Interest Period of such Loan; and

(b)

the applicable EURIBOR for the shortest period (for which EURIBOR is available) which exceeds the Interest Period of such Loan,

each as of the Specified Time.

"Interpolated Historic EURIBOR" means, in relation to any Term Rate Loan, the rate (rounded to the same number of decimal places as EURIBOR) which results from interpolating on a linear basis between:

(a)

the most recent applicable EURIBOR for the longest period (for which EURIBOR is available) which is less than the Interest Period of such Loan; and

(b)

the most recent applicable EURIBOR for the shortest period (for which EURIBOR is available) which exceeds the Interest Period of such Loan,

each of which is as of a day which is no more than two TARGET Days before the Quotation Day.

"Italian Civil Code" means the Italian civil code, enacted by Royal Decree No. 262 of 16 March 1942.

"Italian Consolidated Banking Act" means Italian Legislative Decree No. 385 of 1 September 1993.

"Italian Crisis and Insolvency Code" means Decreto Legislativo 12 gennaio 2019, n. 14 (Codice della crisi d'impresa e dell'insolvenza).

"Italian Guarantor" means a Guarantor which is incorporated under the laws of the Republic of Italy.

"Italian Insolvency Law" means Royal Decree No. 267 of 16 March 1942, as amended, supplemented and implemented from time to time.

"Italian Insolvency Proceeding" means, with respect to each Italian Obligor and each Material Subsidiary organised under the laws of the Republic of Italy (i) any proceeding concerning its liquidation, bankruptcy, dissolution, reorganisation, moratorium or proceedings similar or analogous thereto including bankruptcy (fallimento), arrangements with creditors (concordato preventivo), negotiated settlement (composizione negoziata per la soluzione della crisi d’impresa), judicial liquidation (liquidazione giudiziale), forced administration liquidation (liquidazione coatta amministrativa), extraordinary administration of large companies in insolvency (amministrazione straordinaria delle grandi imprese in stato di insolvenza), assignments for the benefit of creditors (cessione di beni ai creditori), arrangements with creditors in the context of article 67, paragraph 2, letter (d) of the Italian Insolvency Law or restructuring arrangements pursuant to article 182 bis of Italian Insolvency Law or article 57 of the Italian Crisis and Insolvency Code, out-of-court restructurings or winding-up (liquidazione) set out in the Italian Insolvency Law, the Italian Civil Code or any other applicable Italian laws, as well as any other proceeding defined as "procedura di risanamento" or "procedura concorsuale" under Legislative Decree No. 170 dated 21 May 2004, and (ii) any equivalent or analogous liquidation, insolvency or reorganisation proceedings under the applicable laws, legislation, rules and regulations of any other jurisdiction.

- 22 -

"Italian Obligor" means an Obligor which is incorporated under the laws of the Republic of Italy.

"Joint Venture" means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership or any other entity in which the Group has a fifty per cent. (50%) or a minority interest and which is accordingly not consolidated in the financial statements of that member of the Group as a Subsidiary, it being understood however that in each case the proportion of the Group's interest in the joint venture entity may be consolidated in the financial statements of the relevant member of the Group on a proportional basis.

"Legal Opinion" means any legal opinion delivered to the Agent under Clause ‎4.1 (Initial conditions precedent) or Clause ‎26 (Changes to the Obligors).

"Legal Reservations" means any matters which are set out as qualifications or reservations as to matters of law of general application in the Legal Opinions.

"Lender" means a Facility A Lender or a Facility B Lender.

"LMA" means the Loan Market Association.

"Loan" means a Facility A Loan or a Facility B Loan.

"Lookback Period" means the number of days specified as such in the Compounded Rate Terms.

"Lotto Concession" means the concession for the management of the automated service of the "Lotto" game and of other fixed-odds numerical games (concessione della gestione del servizio automatizzato del gioco del Lotto e degli altri giochi numerici a quota fissa) to be granted by the ADM upon award of the relevant tender for a term of nine (9) years pursuant to the tender procedure for the concession for the management of the automated service of the "Lotto" game and of other fixed-odds numerical games (procedura di selezione per l'affidamento in concessione della gestione del servizio automatizzato del gioco del Lotto e degli altri giochi numerici a quota fissa) published by the ADM on 10 January 2025.

"Lotto Concession Effective Date" means the date of commencement of the activities to be performed pursuant to the Lotto Concession.

"Lotto Concession End Date" means the date which is nine (9) years following the Lotto Concession Effective Date.

- 23 -

"Lotto Concession Event" means the Lotto Concession:

(a)

ceases to be held by the Lotto Concession Holder; or

(b)

becomes ineffective, whether due to revocation, annulment, termination or otherwise.

"Lotto Concession Holder" means the Subsidiary of the Borrower that is (or is to be) awarded the Lotto Concession.

"Lotto Concession Period" means the period commencing on the Lotto Concession Effective Date (included) and ending on the Lotto Concession End Date (excluded).

"Lotto Concession Upfront Fee" means the fee payable to the ADM in connection with the award of the Lotto Concession.

"Majority Lenders" means a Lender or Lenders whose Commitments aggregate more than sixty-six and two-thirds per cent. (66⅔%) of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than sixty-six and two-thirds per cent. (66⅔%) of the Total Commitments immediately prior to that reduction).

"Margin" means:

(a)

1.45% per annum;

(b)

upon each occurrence of a Margin Rating Event, such percentage per annum equal to the average of the relevant Applicable Margin(s) set out in the table below in the column "Applicable Margin" in respect of each Public Debt Rating:

Public Debt Ratings	Applicable Margin
BBB+/Baa1 or higher		0.85	%
BBB/Baa2		1.05	%
BBB-/Baa3		1.25	%
BB+/Ba1		1.45	%
BB/Ba2		1.75	%
BB- /Ba3 or lower		2.25	%

provided that:

(i)

in the event there is only one (1) Public Debt Rating, the Margin shall be the average of the Applicable Margin for such Public Debt Rating and 2.25%;

(ii)

in the event of withdrawal of all Public Debt Ratings, the Margin shall be 2.25% until the re-issuance of at least one Public Debt Rating (following which the Margin will be calculated in accordance with this paragraph (b));

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(iii)

any increase or decrease in the Margin for a Loan shall take effect as of the date which is the first day of the next Interest Period for such Loan following the date of the relevant Margin Rating Event;

(iv)

any increase or decrease in the Margin for a Loan for the purpose of calculation of any commitment fee shall take effect as of the date on which the relevant Margin Rating Event occurs;

(v)

in circumstances where there is no Loan outstanding, the Margin for the purposes of calculating any commitment fee shall nevertheless increase or decrease in accordance with the table set out in this paragraph (b); and

(vi)

notwithstanding clauses (i) through (v) above, when an Event of Default is continuing, the Margin shall be 2.25% effective as of the date on which the Event of Default occurs; and

(c)

upon the request of the Parent, the Parent, the Agent and the Sustainability Coordinator will enter into good faith negotiations by no later than 14 September 2026 to agree upon sustainability-linked loan provisions that shall take due account of the "Sustainability-Linked Loan Principles" published by the LMA from time to time.

(i)

Such negotiations may relate to:

(A)

the relevant KPIs, which shall be in line with the Parent's general sustainability targets;

(B)

annual KPI targets (the "ESG KPI Targets") in respect of each year until the Final Maturity Date;

(C)

the amount of any such increase or decrease of the Margin; provided that any such envisaged sustainability-linked decrease of the Margin of more than 0.075% may only be effected with the consent of all the Lenders; and

(D)

annually providing evidence that the ESG KPI Targets have been met (including by way of an annual report on the Group's sustainability efforts (with limited assurance by the Parent's sustainability auditors) and a sustainability certificate confirming the Group has met the relevant ESG KPI Targets); and

(ii)

if following the negotiations referred to under sub paragraph (i) above, the Parent, the Agent and the Sustainability Coordinator (with the consent of the Agent (acting on the instructions of all the Lenders)) have reached an agreement in writing in relation to the items listed in sub paragraph (i) above, then from the date of such agreement, which such date will be notified by the Agent to the Lenders as soon as reasonably practicable:

(A)

the provisions of this paragraph shall apply such that the Margin shall further be adjusted in accordance with the agreed ESG KPI Targets, with any changes to the Margin effected under this sub-paragraph (ii) taking effect on the date which is five (5) Business Days after the delivery of evidence that the ESG KPI Targets have been met and shall be notified by the Parent to the Agent promptly after the Parent becomes aware of such change; and

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(B)

the Parent shall:

(1)

annually report on the Group's sustainability efforts with reference to the Group's performance against the ESG KPI Targets (the "ESG Report"), with each ESG Report being subject to limited assurance by the Parent's sustainability auditors;

(2)

prepare a sustainability certificate in a form to be agreed with the Sustainability Coordinator (with the consent of the Agent (acting on the instructions of all the Lenders)) setting out the Group's performance during the relevant year against the ESG KPI Targets (by reference to the ESG Report) (the "ESG Certificate");

(3)

deliver the ESG Certificate and the ESG Report, to the Agent for each year; and

(4)

promptly upon request, provide the Agent the relevant calculations (in reasonable detail) of the KPIs reported in the relevant ESG Certificate, to the extent that such detail is not provided in the relevant ESG Certificate.

"Margin Rating Event" means the issuance of a Public Debt Rating, a change of a Public Debt Rating, the withdrawal of a Public Debt Ratings or the re-issuance of Public Debt Rating subsequent to a withdrawal, in each case by the relevant Rating Agency.

"Margin Stock" means "margin stock" as defined in Regulation U.

"Market Disruption Event" has the meaning given to it in Clause ‎12.2 (Market disruption).

"Market Disruption Rate" means the rate (if any) specified as such in the Compounded Rate Terms.

"Material Adverse Effect" means a material adverse effect on:

(a)

the ability of the Obligors (taken as a whole) to perform in a timely manner their payment obligations arising under the Finance Documents, the obligations arising under Clause 22 (Financial Covenants) or any other material obligations under any of the Finance Documents;

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(b)

the business, financial condition, assets or revenues of the Group taken as a whole; or

(c)

the legality, validity or enforceability against the Obligors of any Finance Document subject always to the Legal Reservations.

"Material Subsidiary" means a Subsidiary of the Parent whose:

(a)

total unconsolidated assets excluding the Excluded Assets are greater than or equal to ten per cent. (10%) (if the Subsidiary of the Parent is not a Guarantor) or five per cent. (5%) (if the Subsidiary is a Guarantor) of the total consolidated assets of the Group excluding the Excluded Assets, or

(b)

unconsolidated earnings before interest, taxes, depreciation and amortization (calculated on the same basis that EBITDA of the Group is calculated but excluding the Excluded EBITDA Entries) are greater than or equal to ten per cent. (10%) (if the Subsidiary of the Parent is not a Guarantor) or five per cent. (5%) (if the Subsidiary is a Guarantor) of the EBITDA of the Group excluding the Excluded EBITDA Entries.

A Material Subsidiary will be determined by reference to the latest balance sheet and income statement (or, if available, audited financial statements) of such Subsidiary and the latest audited consolidated financial statements of the Group. However, if a Subsidiary has been acquired since the date as at which the latest audited consolidated financial statements of the Group were prepared, the balance sheet and income statement (or, if available, audited financial statements) shall be deemed to be adjusted in order to take into account the acquisition of that Subsidiary (that adjustment being certified by an authorised officer of the Parent as representing an accurate reflection of the revised consolidated assets or EBITDA of the Group if so requested by the Agent).

"Materials" shall have the meaning ascribed thereto in Clause 21.7 (Posting on electronic system).

"Month" means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a)

(subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(b)

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

(c)

if an Interest Period begins on the last Business Day of a calendar month, such Interest Period shall end on the last Business Day in the calendar month in which such Interest Period is to end.

The above rules will only apply to the last Month of any period. "Monthly" shall be construed accordingly.

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"Moody's" means Moody's Investor Services Limited.

"Multiemployer Plan" means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, then or at any time during the previous five (5) years maintained for, or contributed to (or to which there is or was an obligation to contribute) on behalf of, employees of any Obligor or ERISA Affiliates.

"Multiple Employer Plan" means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that:

(a)

is maintained for employees of any Obligor or any ERISA Affiliate and at least one person (other than the Obligors and the ERISA Affiliates); or

(b)

was so maintained and in respect of which any Obligor or any ERISA Affiliate could have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.

"New Lender" has the meaning given to it in Clause ‎25.1 (Assignment and transfers by the Lenders).

"Non-Acceptable Bank" means any bank or financial institution that does not meet the requirements of paragraph (a) or (b) of the definition of "Acceptable Bank".

"Non-Consenting Lender" has the meaning given to it in paragraph (c) of Clause 36.3 (Replacement of Lender).

"Obligor" means the Borrower or a Guarantor.

"Obligors' Agent" means the Parent, appointed to act on behalf of each Obligor in relation to the Finance Documents pursuant to Clause 2.3 (Obligors' Agent).

"OFAC" means the Office of Foreign Assets Control of the United States Department of the Treasury.

"Original Financial Statements" means in relation to the Parent, the audited consolidated financial statements of the Group for the Financial Year ended 31 December 2024.

"Original Obligor" means the Borrower and each Original Guarantor.

"Paper Form Lender" has the meaning given to it in paragraph (a) of Clause 32.7 (Use of websites).

"Pari Passu Indebtedness" has the meaning given to it in Clause 23.22 (Further assurance and Security following Debt Ratings decrease).

"Participating Member State" means any member state of the European Union that has the Euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

"Party" means a party to this Agreement.

- 28 -

"PBGC" means the Pension Benefit Guaranty Corporation of United States of America established pursuant to Section 4002 of ERISA (or any successor).

"Permanent Establishment" means any fixed base of business (stabile organizzazione) regulated by article 162 of Presidential Decree No. 917 of 22 December 1986, article 5 of the Organization for Economic Cooperation and Development Model Tax Convention and or any equivalent provision provided for by any relevant legislation.

"Permitted Acquisition" means any and all of the following:

(a)

any acquisition which constitutes a Permitted Transaction;

(b)

an acquisition by a member of the Group of an asset sold, leased, transferred or otherwise disposed of by another member of the Group in circumstances constituting a Permitted Disposal;

(c)

an acquisition of shares or securities pursuant to a Permitted Acquisition Share Issue;

(d)

an acquisition of securities or other investments which are Cash Equivalent Investments;

(e)

an acquisition in circumstances constituting a Joint Venture or the incorporation of a Joint Venture;

(f)

the incorporation or other organization of a person who upon incorporation or other organization becomes a member of the Group (and such incorporation may be by way of subscription for shares in cash or a transfer of assets permitted by this Agreement in lieu of cash); or

(g)

an acquisition by way of purchase, merger, consolidation or otherwise, of (A) at least a controlling interest in a person or (B) a business, line of business, division, or other business unit of a person, or an undertaking carried on as a going concern, but only if:

(i)

no Default is continuing on the closing date for the acquisition or would occur as a result of the acquisition;

(ii)

the acquired company, business or undertaking is (A) principally engaged in any part of the Business or is a Holding Company with respect to a company which is principally engaged in any part of the Business or (B) is empowered under its constitutional documents or by-laws to be engaged in any part of the Business; and

(iii)

either

(A)

the consideration (including associated costs and expenses) for the acquisition and any Financial Indebtedness or other assumed actual or contingent liability, in each case remaining in the acquired company (or any such business) at the date of acquisition (when aggregated with the consideration (including associated costs and expenses) for any other Permitted Acquisition and any Financial Indebtedness or other assumed actual or contingent liability, in each case remaining in any such acquired companies or businesses at the time of acquisition (A) does not exceed in aggregate in any Financial Year of the Parent, fifteen per cent. (15%) of the consolidated total assets of the Group and (B) does not exceed in aggregate at any time, US$2,500,000,000 (or its equivalent in other currencies); provided that that the cap of US$2,500,000,000 (or its equivalent in other currencies) shall be of no further force and effect if any two Public Debt Ratings are equal to or higher than BBB/Baa2;

- 29 -

(B)

upon closing of the acquisition, any two Rating Agencies disclose publicly that the Public Debt Ratings are equal to or higher than BBB-/Baa3;

"Permitted Acquisition Share Issue" means:

(a)

an issue of shares constituting a Permitted Transaction;

(b)

an issue of shares by one wholly owned Subsidiary of the Parent to its direct Holding Company which is another wholly owned Subsidiary of the Parent or to the Parent (or to another member of the Group which is the shareholder); or

(c)

an issue of shares by a Subsidiary of the Parent to any other member of the Group which is its direct Holding Company and any minority shareholder in the relevant Subsidiary.

"Permitted Disposal" means any sale, lease, licence, transfer or other disposal:

(a)

which constitutes a Permitted Transaction;

(b)

of trading stock or inventory, supplies, materials, assets or cash made by any member of the Group in the ordinary course of business of the disposing entity;

(c)

of any asset by a member of the Group (the "Disposing Company") to another member of the Group (the "Acquiring Company"), but if:

(i)

the Disposing Company is an Obligor, the Acquiring Company must also be an Obligor; and

(ii)

the Disposing Company is a Guarantor, the Acquiring Company must be (A) the Borrower, (B) a Guarantor guaranteeing at all times an amount no less than the amount guaranteed by the Disposing Company or (C) a Guarantor guaranteeing an amount less than the amount guaranteed by the Disposing Company; provided that the guarantee of such Guarantor is limited solely to the extent required to comply with the Agreed Security Principles,

- 30 -

it being understood that (x) if any of the assets being sold, leased, licensed, transferred or otherwise disposed of are at such time subject to Security in favour of the Lenders, then the Agent is reasonably satisfied that the Lenders will continue to benefit from the same or equivalent Security; and (y) an initial disposal of assets by a member of the Group to another member of the Group which initial disposal is made to effect a subsequent disposal to a member of the Group or to a third party that is not a member of the Group and that is otherwise permitted under the definition of "Permitted Disposal" shall not be considered for the purposes of this paragraph (c) or paragraph (i) below as long as such subsequent disposal is completed within two (2) months following the date of such initial disposal. For the avoidance of doubt, any subsequent disposal to a third party that is not a member of the Group shall be considered for the purposes of paragraph (i) below;

(d)

of assets (other than shares), in exchange for other assets substantially comparable or superior as to type, value or quality;

(e)

of (i) obsolete, worn out, inefficient or redundant vehicles, plant fixtures, equipment or other property or (ii) leases or subleases of Real Property (including surplus office and parking space);

(f)

of Cash Equivalent Investments for cash or in exchange for other Cash Equivalent Investments;

(g)

constituted by a licence of intellectual property rights permitted by Clause ‎23.14 (Intellectual Property);

(h)

by a member of the Group of any of its receivables on non-recourse terms where the relevant sale or disposal of such receivables does not constitute Financial Indebtedness for the purposes of the applicable Accounting Principles; provided that it is on normal commercial terms and in the ordinary course of business; or

(i)

of assets for cash (or of assets by an Obligor to another member of the Group which is not an Obligor for consideration other than cash) where the greater of the fair market value and net consideration receivable (when aggregated with the greater of the fair market value and net consideration receivable for any other sale, lease, licence, transfer or other disposal not allowed under the preceding paragraphs or as a Permitted Merger) does not exceed (A) in any Financial Year of the Parent, seven and one half per cent. (7.5%) of the consolidated total assets of the Group reflected on the most recent audited balance sheet of the Parent supplied by the Parent to the Agent pursuant to Clause 21.1 (Financial statements) and (B) at any time, US$1,125,000,000 (or its equivalent in other currencies);

provided that (A) nothing in this Agreement will be taken to permit the disposal of a Guarantor (whether by Third Party Disposal or otherwise) save in circumstances where (x) prior to the disposal, the relevant Guarantor resigns as a Guarantor in accordance with paragraph (a) of Clause 26.3 (Resignation of a Guarantor) and satisfies the conditions set out in, and its resignation is accepted pursuant to, paragraph (b) of Clause 26.3 (Resignation of a Guarantor) or (y) the disposal of the relevant Guarantor is permitted pursuant to paragraph (c) above; and (B) the Borrower shall remain at all times a Subsidiary of the Parent.

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"Permitted Guarantee" means:

(a)

any guarantee or counter-indemnity by a member of the Group which constitutes a Permitted Transaction;

(b)

the endorsement of negotiable instruments in the ordinary course of business;

(c)

any guarantee guaranteeing performance by a member of the Group in relation to an obligation or liability (other than an obligation or liability in respect of Financial Indebtedness) which arises in the ordinary course of business;

(d)

any counter-indemnities for performance or similar bond or letters of credit, or any guarantees, in each case guaranteeing performance by a member of the Group in relation to a liability (other than a liability in respect of Financial Indebtedness, save to the extent arising under the relevant performance or similar bond, letter of credit or guarantee itself) which arises in the ordinary course of business or by operation of law, including counter-indemnities for guarantees or bonds issued on behalf of any member of the Group in the ordinary course of business in respect of tax claims or otherwise as a result of any legal proceedings brought against any member of the Group, in each case which are being contested in good faith;

(e)

any guarantee by a Guarantor of Financial Indebtedness not restricted under Clause 23.12 (Priority Financial Indebtedness), including any guarantee issued pursuant to the terms of this Agreement;

(f)

any guarantee given in respect of the netting or set-off arrangements permitted pursuant to paragraph (d) of the definition of "Permitted Security"; or

(g)

any other guarantee made by any member of the Group so long as the aggregate amount of all such guarantees outstanding does not exceed US$75,000,000 (or its equivalent in other currencies) at any time.

"Permitted Loan" means:

(a)

any loan extended or made which constitutes a Permitted Transaction;

(b)

any trade credit extended by any member of the Group to its customers on normal commercial terms and in the ordinary course of business;

(c)

any financing extended in connection with the sale of products manufactured by a member of the Group by (i) a member of the Group or (ii) a distributor of products manufactured by a member of the Group to a customer, in each case on normal commercial terms and in the ordinary course of such member's trade or business;

- 32 -

(d)

a loan extended or made by a member of the Group to another member of the Group;

(e)

a loan extended or made by a member of the Group to an employee or director of any member of the Group if the amount of such loan when aggregated with the amount of all loans outstanding to employees and directors by members of the Group does not exceed US$15,000,000 (or its equivalent in other currencies) at any time; or

(f)

loans extended or made by any member of the Group (other than a loan made by a member of the Group to another member of the Group) so long as the aggregate amount of all such loans outstanding does not exceed US$35,000,000 (or its equivalent in other currencies) at any time.

"Permitted Merger" means:

(a)

any solvent amalgamation, merger, consolidation, intra-group demerger, corporate reconstruction, liquidation or reorganisation which constitutes a Permitted Transaction;

(b)

any amalgamation, merger or consolidation by and between Obligors on a solvent basis or any intra-group demergers or corporate reconstructions by Obligors on a solvent basis; provided that in the case of a merger between the Borrower and a Guarantor, the Borrower shall be the surviving entity, obtain all of the rights and assume all of the obligations and liabilities of the other Obligor and confirm all existing Security granted by such other Obligor and such Security is not materially and adversely affected;

(c)

any amalgamation, merger or consolidation by and between an Obligor and any other member of the Group on a solvent basis which is not an Obligor; provided that either (i) the Obligor is the surviving entity, obtains all of the rights and assumes all of the obligations and liabilities of the other member of the Group and confirms all existing Security granted by such other member of the Group or (ii) the non-Obligor is the surviving entity, incorporated, organised or formed under the laws of the jurisdiction under which the Obligor is incorporated, organised or formed (or in the case of any such amalgamation, merger or consolidation involving a US Obligor and any other member of the Group incorporated, organised or formed under the laws of any state of the United States of America; provided that the surviving entity is incorporated, organised or formed under the laws of any state of the United States of America), accedes to this Agreement as a Borrower or a Guarantor, as applicable, obtains all of the rights and assumes all of the obligations and liabilities of the other member of the Group and confirms all existing Security previously granted by such Obligor and such Security is not materially and adversely affected;

(d)

any amalgamation, merger or consolidation by and between members of the Group which are not Obligors; or

(e)

any intra-group de-merger, corporate reconstruction, liquidation or reorganisation of any member of the Group which is not an Obligor.

- 33 -

"Permitted Restricted Payment" means the any of the following:

(a)

a Permitted Transaction (other than a Permitted Transaction relating to the Project Voyager Separation Transaction);

(b)

subject to the proviso below, for each Financial Year, Restricted Payments in an aggregate amount up to:

(i)

US$550,000,000 for each Financial Year if any two Public Debt Ratings are equal to BB+ and Ba1; and

(ii)

US$400,000,000 for each Financial Year if any Public Debt Rating is lower than BB+/Ba1 or any Public Debt Rating is withdrawn; provided that if at any time after the date hereof three Public Debt Ratings have been issued, this subparagraph (ii) shall be interpreted to mean two of the three Public Debt Ratings issued by the Rating Agencies being lower than BB+/Ba1;

(c)

for so long as any two Public Debt Ratings are equal to or higher than BB+ and Ba1 (in addition to amounts permitted under paragraphs (a) and (b) above), Share Buy Backs in an aggregate amount up to US$150,000,000;

(d)

any Shareholder Payments in the ordinary course of business and on market terms in an aggregate amount up to US$3,000,000 in any Financial Year;

(e)

any Restricted Payments made in connection with share capital of the Parent owned by management of the Group as part of an employee compensation plan, including stock-based compensation and management incentive plans; and

(f)

Distributions and Share Buy Backs in an aggregate amount not exceeding the difference between:

(i)

the net proceeds of the Project Voyager Separation Transaction, and

(ii)

US$2,000,000,000 or its equivalent in other currencies,

in each case that are made during the period commencing on the Project Voyager Closing Date and expiring on the date which is eighteen (18) months following the Project Voyager Closing Date; provided that any securities (including equity interests) received by a member of the Group in connection with the Project Voyager Separation Transaction shall be deemed to constitute proceeds of the Project Voyager Separation Transaction for the purposes of this Agreement,

provided that there shall be no limitation on the amounts of Restricted Payments which the Parent may make if any two Public Debt Ratings are equal to or higher than BBB-/Baa3.

- 34 -

"Permitted Security" means:

(a)

any Existing Security and any other Security granted pursuant to paragraph (a) of Clause 23.22 (Further assurance and Security following Debt Ratings decrease);

(b)

any Security or Quasi-Security arising as a result of a Permitted Transaction;

(c)

any lien arising by operation of law and in the ordinary course of its trading and not as a result of any default or omission on the part of any member of the Group;

(d)

Security constituted by any netting or set off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances (other than cash collateral) of members of the Group; provided that such arrangement does not (i) permit or require credit balances of Obligors to be netted or set off against debit balances of non-Obligors or (ii) give rise to other Security over the assets of Obligors in support of the liabilities of non-Obligors;

(e)

any Security or Quasi-Security over or affecting any assets acquired by a member of the Group after the date of this Agreement if:

(i)

the Security or Quasi-Security was not created in contemplation of the acquisition of that asset by a member of the Group;

(ii)

the principal amount secured has not been increased in contemplation of or since the acquisition of that asset by a member of the Group and is not guaranteed by a member of the Group; and

(iii)

the Security or Quasi-Security is removed or discharged within three (3) months of the date of acquisition of such asset;

(f)

any Security or Quasi-Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security or Quasi-Security is created prior to the date on which that company becomes a member of the Group if:

(i)

the Security or Quasi-Security was not created in contemplation of the acquisition of that company;

(ii)

the principal amount secured has not increased in contemplation of or since the acquisition of that company; and

(iii)

the Security or Quasi-Security is removed or discharged within three (3) months of the date of acquisition of such asset;

(g)

any Security arising under any retention of title, hire purchase or conditional sale arrangement in respect of goods or assets supplied to any member of the Group in the ordinary course of the trading of such Group member and on the supplier's standard or usual terms in respect of the goods or assets supplied (and not arising as a result of any default or omission by any member of the Group);

- 35 -

(h)

any Security or Quasi-Security arising as a result of any disposal which is a Permitted Disposal;

(i)

any Security constituted by rights of set off existing in the ordinary course of trading activities between any member of the Group and its respective suppliers or customers (and not as a result of any default or omission by any member of the Group);

(j)

any rights of set-off or netting on market standard terms arising under derivative transactions not prohibited by Clause 23.15 (No Speculative Hedging Arrangements);

(k)

any Security over cash or goods or documents of title to goods and insurances in favour of the Issuing Agent (as defined in the Existing Revolving Credit Facilities) by a member of the Group arising in the ordinary course of its trade or as a result of Clause 8.6 (Cash cover by the Borrower) (and not by reason of a default or omission by any member of the Group) of the Existing Revolving Credit Facilities;

(l)

any Security arising pursuant to an order of attachment or injunction restraining disposal of assets or similar legal process arising in connection with court proceedings which are contested by any member of the Group in good faith by appropriate proceedings with a reasonable prospect of success and which legal process does not constitute a Default;

(m)

any Security arising (other than by way of affirmative action taken by or in favour of any taxation authority or any government authority or organization) in respect of Taxes, assessments or governmental charges which are either (i) being contested by the relevant member of the Group in good faith by appropriate proceedings and with a reasonable prospect of success, with respect to which appropriate reserves have been made on the relevant financial statement of the relevant member of the Group, or (ii) not yet due and payable;

(n)

any Security arising in connection with, and deposits made to secure, the payment and performance of bids, trade contracts (other than for borrowed money), contracts with respect to the business of the Group, leases, statutory obligations, surety and appeal bonds, performance bonds, indemnity agreements in favour of issuers of bonds and other obligations of a like nature, and rights of usufruct and similar rights to continued use and possession of lottery equipment or other property in favour of lottery customers, in each case incurred in the ordinary course of business; or

(o)

any Security not permitted by Clause 23.7 (Negative pledge) securing Financial Indebtedness incurred in the ordinary course of business of the Group which in aggregate does not at any time exceed US$125,000,000 (or its equivalent in other currencies), (1) with the amount of Financial Indebtedness calculated for the purposes of this paragraph (o) being the outstanding principal amount of the Financial Indebtedness from time to time and (2) if the Financial Indebtedness is incurred by a person which is not a member of the Group and secured by Security over the equity interests in such person granted by one or more members of the Group, then the amount of Financial Indebtedness calculated for the purposes of this paragraph (o) shall equal the product of the outstanding principal amount of such Financial Indebtedness from time to time and the aggregate percentage of equity interests owned by all members of the Group in such person.

- 36 -

"Permitted Transaction" means:

(a)

any loans, bond or other financing contracted or incurred by any member of the Group constituting Pari Passu Indebtedness, subject, always to Clause 23.24 (MFN to financial covenants and mandatory prepayments);

(b)

Security granted or amended by any member of the Group in favour of the creditors of Pari Passu Indebtedness, subject always to paragraphs (c), (d),(e) and (g) of Clause 23.22 (Further assurance and Security following Public Debt Ratings decrease);

(c)

any guarantee granted by any member of the Group in favour of the creditors of Pari Passu Indebtedness, subject always to Clause 23.23(c) (Guarantor threshold test and Additional Guarantors); and

(d)

any transaction or action contemplated by the Project Voyager Term Sheet, provided that:

(i)

any disposal to a person which is not a member of the Group shall be for cash or other valuable consideration;

(ii)

any Restricted Payment shall be a Permitted Restricted Payment subject to the conditions at paragraph (f) of the definition of "Permitted Restricted Payment";

(iii)

if the Security over the shares of US Gaming HoldCo (the "Relevant Shares") is released (the "Released Security") pursuant to the Project Voyager Separation Transaction, Security will be regranted over the Relevant Shares in favour of the Secured Parties (as defined in the relevant original Security Document) on or before the date which is two (2) months following the Project Voyager Termination Date such that the Lenders will benefit from Security that is the same or equivalent to the Released Security; and

(iv)

any non-Obligor to which an Obligor transfers assets as contemplated by the Project Voyager Term Sheet shall either (a) retransfer such assets to an Obligor, or (b) accede to this Agreement as an Additional Guarantor by delivering the documentation referred to in and in accordance with paragraph (c)(ii) and paragraph (c)(iii) of Clause 26.2 (Additional Guarantors) of this Agreement, in each case on or before the date which is two (2) months following the Project Voyager Termination Date.

"Plan" means a Single Employer Plan or a Multiple Employer Plan.

- 37 -

"Platform" has the meaning given to it in Clause ‎21.7 (Posting on electronic system).

"Principal Shareholders" means De Agostini S.p.A., a joint stock company (società per azioni) incorporated under the laws of the Republic of Italy, its Subsidiaries or B&D Holding, or any other entity; provided that in each case, it is controlled by one or more of the beneficial holders, provided further that for the purposes of this definition, an entity or B&D Holding shall be treated as being controlled, directly or indirectly, by any such holder(s) if the latter (whether by way of ownership of shares, proxy, contract, agency or otherwise) have or has (as applicable) the power to (i) appoint or remove all, or the majority, of its directors or other equivalent officers or (ii) direct its operating and financial policies. For the purpose of this definition, "beneficial holder" means each of the beneficial holders that directly or indirectly control B&D Holding as at 4 November 2014 (an "original beneficial holder") and any spouse, legal or testamentary heir, legal or testamentary executor and legal or testamentary administrator of an original beneficial holder.

"Project Voyager Closing Date" means the date on which the closing of the Project Voyager Separation Transaction occurs.

"Project Voyager Definitive Agreement" has the meaning ascribed thereto in Schedule 10 (Project Voyager).

"Project Voyager Separation Transaction" has the meaning ascribed thereto in Schedule 10 (Project Voyager).

"Project Voyager Term Sheet" means the summary term sheet attached at Schedule 10 (Project Voyager).

"Project Voyager Termination Date" means earlier to occur of (i) the date on which the Project Voyager Definitive Agreement is terminated or (ii) the date on which it is determined pursuant to the Project Voyager Definitive Agreement or otherwise that the closing of the Project Voyager Separation Transaction will not occur.

"Protected Party" has the meaning ascribed thereto in Clause 14.1 (Definitions).

"Public Debt Rating" means the solicited long-term credit rating of the Parent issued by a Rating Agency.

"Qualifying Lender" has the meaning ascribed thereto in Clause 14.1 (Definitions).

"Quasi-Security" has the meaning given to it in Clause ‎23.7 (Negative pledge).

"Quotation Day" means, in relation to a Term Rate Loan:

(a)

subject to paragraph (b) below, two TARGET Days before the first day of the relevant Interest Period (unless market practice differs in the Relevant Market, in which case the Quotation Day will be determined by the Agent in accordance with market practice in the Relevant Market (and if quotations would normally be given on more than one day, the Quotation Day will be the last of such days)); or

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(b)

if the Term Reference Rate is, or is based on, the Central Bank Rate, two TARGET Days before the first day of the relevant Interest Period.

"Quoted Tenor" means any period for which EURIBOR is customarily published.

"Rating Agencies" means Fitch, Moody's and S&P and "Rating Agency" means any of them.

"Real Property" means:

(a)

any freehold, leasehold or immovable property; and

(b)

any buildings, fixtures, fittings, fixed plant or machinery from time to time situated on or forming part of that freehold, leasehold or immovable property.

"Recovering Finance Party" has the meaning given to Clause ‎29.1 (Payments to Finance Parties).

"Regulation T", "Regulation U" or "Regulation X" means Regulation T, U or X, as the case may be, of the Board of Governors of the Federal Reserve System of the United States, as from time to time in effect and all official rulings and interpretations thereunder or thereof.

"Related Fund" in relation to a trust, fund or other entity (the "first fund"), means another trust, fund or other entity which has the same fund manager or asset manager as is owned by the same person as the first trust, fund or other entity.

"Related Parties" means, with respect to any person, such person's Affiliates and the partners, directors, officers, employees, agents and advisers of such person and of such person's Affiliates.

"Relevant Jurisdiction" means, in relation to an Obligor:

(a)

its jurisdiction of incorporation; and

(b)

any jurisdiction where it conducts its business.

"Relevant Market" means:

(a)

on and from the Rate Switch Date (and subject to paragraph (b) below), the Euro wholesale market; and

(b)

both:

(i)

prior to the Rate Switch Date; and

(ii)

in relation to a Loan which continues to be a Term Rate Loan following the Rate Switch Date,

the European interbank market.

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"Relevant Sub-Participant" means any sub-participant who, under the application of the Organization for Economic Cooperation and Development's guidance relating to the meaning of "beneficial ownership" as set out in the Organization for Economic Cooperation and Development's Model Tax Convention (as amended from time to time), is required to be treated for tax purposes as the beneficial owner of any interest payable under any Finance Document.

"Repayment Instalments" has the meaning given to it in Clause 6.1 (Repayment of Loans).

"Repeating Representations" means the representations in Clause ‎20.2 (Status) to Clause ‎20.7 (Governing law and enforcement) (inclusive), Clause 20.10 (No Default), Clause 20.11 (No misleading information), Clause 20.13 (No proceedings pending or threatened), Clause 20.16 (US government regulations), Clause 20.17 (ERISA), Clause 20.20 (Anti-Terrorism Laws), Clause 20.21 (US margin regulations), Clause 20.22 (Sanctions, Anti-Corruption and other laws) and Clause 20.23 (Internet gambling).

"Replacement Lender" has the meaning given to it in Clause 36.3(c) (Replacement of Lender);

"Replacement Reference Rate" has the meaning given to it in Clause 36.8(e).

"Reporting Day" means the day (if any) specified as such in the Compounded Rate Terms.

"Reporting Time" means the relevant time (if any) specified as such in the Compounded Rate Terms.

"Representative" means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

"Resignation Letter" means a letter substantially in the form set out in Schedule 7 (Form of Resignation Letter).

"Restricted Payment" means a Distribution, a Share Buy Back or a Shareholder Payment.

"Retiring Guarantor" has the meaning given to it in Clause 19.9 (Release of Guarantors' right of contribution).

"Revised Published Rate" has the meaning given to it in Clause 10B.3.

"RFR" means the rate specified as such in the Compounded Rate Terms.

"RFR Banking Day" means any day specified as such in the Compounded Rate Terms.

"S&P" means Standard & Poor's Ratings Services, a Standard & Poor's LLC business.

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"Sanctioned Person" means, at any time, (a) any Designated Person; (b) any person operating, located, organised or resident in a Sanctioned Territory, (c) any person that is the target of any Sanctions, or (d) any person directly or indirectly owned or controlled by any such person or persons.

"Sanctioned Territory" means, at any time, a country or territory which is itself, or the government of which is, the subject or target of any country-wide or territory-wide Sanctions broadly prohibiting dealings with such government, country or territory.

"Sanctions" means economic or financial sanctions, trade embargoes or other restrictive measures enacted, imposed, administered or enforced from time to time by a Sanctions Authority.

"Sanctions Authority" means (i) the United States of America; (ii) the European Union; (iii) the United Kingdom; (iv) the respective governmental institutions and agencies of any of the foregoing, including OFAC, the US Department of State and His Majesty's Treasury; or (v) the United Nations Security Council.

"Security" means a mortgage, charge, lien, encumbrance, pledge or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

"Security Documents" has the meaning given to it in Clause 23.22 (Further assurance and Security following Debt Ratings decrease).

"Selection Notice" means a notice substantially in the form set out in Part II of Schedule 3 (Requests) given in accordance with Clause 11 (Interest Periods).

"Self-Declaration Form" means the self-declaration form substantially in the form set out in Schedule 11 (Self-declaration Form) of this Agreement.

"Share Buy Back" means the redemption, repurchase, defeasement, retirement or repayment of any of the Parent's share capital (including under any transaction pursuant to which shares issued to a third party are taken back into treasury) or the resolving to do so.

"Shareholder Payment" means the payment of any management, advisory or other fee to or to the order of any of the shareholders of the Parent.

"Single Employer Plan" means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that:

(a)

is maintained for employees of any Obligor or any ERISA Affiliate and no person other than the Obligors and the ERISA Affiliates; or

(b)

was so maintained and in respect of which any Obligor or any ERISA Affiliate could have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated.

"Specified Lender" means any Lender that notifies the Borrower and the Agent that it is a Specified Lender.

"Specified Time" means 11:00 a.m. (Central European Time) on the Quotation Day.

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"Structuring and Upfront Fee Letter" means the Structuring and Upfront Fee Letter dated on or prior to the date of this Agreement between the Borrower and the Agent in respect of the upfront fee to the Bookrunners and Mandated Lead Arranger and the Mandated Lead Arranger (or any of their respective Affiliates).

"Subrogation Rights" has the meaning given to it in paragraph (a)(ii) of Clause ‎19.8 (Deferral of Guarantor's rights).

"Subsidiary" means, in relation to any company, corporation or other legal entity (a "holding company"), a company, corporation or other legal entity:

(a)

which is controlled, directly or indirectly, by the holding company;

(b)

more than half the issued share capital of which is beneficially owned directly or indirectly by the holding company;

(c)

which is a subsidiary of another Subsidiary of the holding company; or

(d)

whose financial statements are in accordance with the law and the Accounting Principles applicable to the Parent consolidated with those of that company or corporation.

For the purposes of this definition, a company or corporation shall be treated as being controlled by another entity if the latter (whether by way of ownership of shares, proxy, contract, agency or otherwise) has the power to (a) appoint or remove all, or the majority, of its directors or other equivalent officers or (b) direct its operating and financial policies.

"Super Majority Lenders" means a Lender or Lenders whose Commitments aggregate more than eighty-five per cent. (85%) of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than eighty-five per cent. (85%) of the Total Commitments immediately prior to that reduction).

"Sustainability Coordinator" means the person appointed to act in such capacity in relation to this Agreement pursuant to paragraph (b) of Clause 27.1 (Appointment).

"T2" means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007.

"TARGET Day" means any day on which T2 is open for the settlement of payments in Euro.

"Tax" means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

"Tax Credit" has the meaning ascribed thereto in Clause 14.1 (Definitions).

"Tax Deduction" has the meaning ascribed thereto in Clause 14.1 (Definitions).

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"Tax Payment" has the meaning ascribed thereto in Clause 14.1 (Definitions).

"Term Rate Loan" means any Loan or, if applicable, Unpaid Sum which is not a Compounded Rate Loan.

"Term Reference Rate" means, in relation to a Term Rate Loan:

(a)

the applicable EURIBOR as of the Specified Time for a period equal in length to the Interest Period of such Loan; or

(b)

as otherwise determined pursuant to Clause 12.1 (Interest calculation if no EURIBOR before rate switch),

and if, in either case, such rate is less than zero, the Term Reference Rate shall be deemed to be zero.

"Terminated Lender" has the meaning given to it in paragraph (d) of Clause 7.4 (Right of cancellation and repayment in relation to a single Lender).

"Termination Period End Date" shall have the meaning given to it in Clause 36.9 (Borrower's conditional right to terminate this Agreement early).

"Third Parties Act" has the meaning given to it in Clause ‎1.3 (Third party rights).

"Third Party Disposal" means the disposal of an Obligor to a person which is not a member of the Group (and the Parent has confirmed this is the case) where that disposal is permitted under Clause 23.8 (Disposals) or made with the approval of the Majority Lenders.

"Total Commitments" means the aggregate of the Total Facility A Commitments and the Total Facility B Commitments, being €1,000,000,000 as of the date of this Agreement.

"Total Facility A Commitments" means the aggregate of the Facility A Commitments, being €500,000,000 as of the date of this Agreement.

"Total Facility B Commitments" means the aggregate of the Facility B Commitments, being €500,000,000 as of the date of this Agreement.

"Total Net Debt" has the meaning given to it in Clause ‎22.1 (Financial definitions).

"Total Net Interest Costs" has the meaning given to it in Clause 22.1 (Financial definitions).

"Transaction Security" has the meaning given to it in Clause 23.22 (Further assurance and Security following Debt Ratings decrease).

"Transfer Certificate" means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Agent and the Parent.

"Transfer Date" means, in relation to any assignment or transfer, the later of:

(a)

the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and

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(b)

the date on which the Agent executes the relevant Assignment Agreement or Transfer Certificate.

"Treasury Transaction" means any derivative transaction entered into in connection with protection against or benefit from fluctuations in any rate or price including, for the avoidance of doubt, foreign exchange transactions.

"Treaty Lender" has the meaning ascribed thereto in Clause 14.1 (Definitions).

"Treaty State" has the meaning ascribed thereto in Clause 14.1 (Definitions).

"United States Person" has the meaning ascribed thereto in Clause 14.1 (Definitions).

"Unpaid Sum" means any sum due and payable but unpaid by an Obligor under the Finance Documents.

"US" and "United States" means the United States of America, its territories and possessions.

"US Bankruptcy Law" means the United States Bankruptcy Code (Title 11 of the United States Code), any other United States federal or state bankruptcy, insolvency or similar law.

"US Dollars" or "US$" means the lawful currency for the time being of the United States of America.

"US Gaming HoldCo" means International Game Technology, a Nevada corporation.

"US Lottery OpCo" means IGT Global Solutions Corporation, a Delaware corporation.

"US Obligor" means an Obligor that is organised, incorporated or formed under the laws of the United States or any State thereof (including the District of Columbia).

"US Solvent" means, with respect to any person on a particular date, that on such date:

(a)

the fair value of the property of such person and its Subsidiaries on a consolidated basis is greater than the total amount of liabilities, including contingent liabilities, of such person and its Subsidiaries on a consolidated basis;

(b)

the present fair saleable value of the assets of such person and its Subsidiaries on a consolidated basis is not less than the amount that will be required to pay the liability of such person and its Subsidiaries on a consolidated basis on their debts as they become absolute and matured;

(c)

such person and its Subsidiaries on a consolidated basis do not intend to, and do not believe that they will, incur debts or liabilities beyond the ability of such person and its Subsidiaries on a consolidated basis to pay such debts and liabilities as they mature; and

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(d)

such person and its Subsidiaries on a consolidated basis are not engaged in business or a transaction, and are not about to engage in business or a transaction, for which the property of such person and its Subsidiaries on a consolidated basis would constitute an unreasonably small capital.

The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

For purposes of the foregoing, (i) "debt" means liability on a "claim" and (ii) "claim" means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.

"USA Patriot Act" means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 of the United States.

"Utilisation" means a utilisation of a Facility.

"Utilisation Date" means the date of a Utilisation, being the date on which the relevant Loan is to be made.

"Utilisation Request" means a notice substantially in the relevant form set out in Part I of Schedule 3 (Requests).

"VAT" means:

(a)

any tax imposed in compliance with the council directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112) (including, in relation to the United Kingdom, value added tax imposed by the Value Added Tax Act 1994 and supplemental legislation and regulations, in relation to the Republic of Italy, value add tax imposed by Presidential Decree No. 633 of 26 October 1972 and Legislative Decree No. 331 of 30 August 1993 and supplemental legislation and regulations and, in relation to The Netherlands, value added tax imposed by the Value Added Tax Act 1968 and supplemental legislation and regulations); and

(b)

any other tax of a similar nature, whether imposed in the United Kingdom, or a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or elsewhere.

"Website Lenders" has the meaning given to it in Clause ‎32.7 (Use of websites).

"Withdrawal Liability" has the meaning specified in Part I of Subtitle E of Title IV of ERISA.

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1.2

Construction

(a)

Unless a contrary indication appears, a reference in this Agreement to:

(i)

the "Agent", any "Arranging Party", the "Borrower", any "Finance Party", any "Guarantor", any "Lender", any "Obligor", any "Party" or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

(ii)

a document in "agreed form" is a document which is on terms previously agreed in writing by or on behalf of the relevant Obligors and the Agent or, if not so agreed, is in the form agreed by or on behalf of the relevant Obligors and the Agent;

(iii)

"assets" includes present and future properties, revenues and rights of every description (including shares and receivables);

(iv)

a Lender's "cost of funds" in relation to its participation in a Loan is a reference to the average cost (determined either on an actual or a notional basis) which such Lender would incur if it were to fund, from whatever source(s) it may reasonably select, an amount equal to the amount of that participation in such Loan for a period equal in length to the Interest Period of such Loan;

(v)

a "Finance Document" or any other agreement or instrument is a reference to such Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

(vi)

"guarantee" means (other than in Clause ‎19 (Guarantee and Indemnity)) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

(vii)

the words "including" and "in particular" shall be construed as illustrative and not as limiting the generality of any preceding words;

(viii)

"indebtedness" includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(ix)

a "person" includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) or two (2) or more of the foregoing;

(x)

a "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation as well as guidelines or rules of conduct adopted by any member of the Group under applicable laws (including "Modelli di organizzazione e gestione" and the "Codici Etici" provided for under Legislative Decree No. 231 dated 8 June 2001 of the Republic of Italy);

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(xi)

the furtherance of any transaction that is not restricted under the terms of this Agreement shall, for the avoidance of doubt, be considered to fall within the general corporate purposes of the Group;

(xii)

a provision of law or regulation or an accounting standard is a reference to that provision or accounting standard as amended, replaced or re-enacted from time to time under applicable law or regulation;

(xiii)

any reference to any consent to be given by any Finance Party shall be deemed to be given only to the extent the same is given in writing; and

(xiv)

a time of day is a reference to Milan time unless otherwise stated.

(b)

Section, Clause and Schedule headings are for ease of reference only.

(c)

Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in such Finance Document or notice as in this Agreement.

(d)

A Default or an Event of Default is "continuing" if it has not been remedied or waived.

(e)

A reference in this Agreement to a Central Bank Rate shall include any successor rate to, or replacement rate for, such rate.

(f)

Any Compounded Rate Supplement overrides anything in:

(i)

Schedule 13 (Compounded Rate Terms); and

(ii)

any earlier Compounded Rate Supplement.

(g)

A Compounding Methodology Supplement relating to the Daily Non-Cumulative Compounded RFR Rate or the Cumulative Compounded RFR Rate overrides anything relating to such rate in:

(i)

Schedule 14 (Daily Non-Cumulative Compounded RFR Rate) or Schedule 15 (Cumulative Compounded RFR Rate), as the case may be; and

(ii)

any earlier Compounding Methodology Supplement.

1.3

Third party rights

(a)

Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the "Third Parties Act") to enforce or enjoy the benefit of any term of this Agreement.

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(b)

Notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

1.4

Italian terms

Without prejudice to the generality of any provision of this Agreement, in this Agreement, where it relates to a person organised under the laws of the Republic of Italy, a reference to:

(a)

a winding up, administration or dissolution includes any liquidazione and any procedura concorsuale (including fallimento, concordato preventivo, amministrazione straordinaria delle grandi imprese insolventi), cessione dei beni ai creditori or any other similar proceedings;

(b)

a receiver, administrative receiver, administrator or the like includes a curatore, commissario giudiziale, liquidatore, or any other person performing the same function of each of the foregoing;

(c)

a matured obligation refers to and includes any credito liquido ed esigibile;

(d)

a Security includes any pegno, ipoteca, privilegio speciale (including the privilegio speciale created pursuant to article 46 of Italian Legislative Decree No. 385 dated 1 September 1993), cessione del credito in garanzia, diritto reale di garanzia and any other transactions having the same effect as each of the foregoing;

(e)

an insolvency proceeding includes any procedura concorsuale (including fallimento, concordato preventivo, the execution of an accordo di ristrutturazione dei debiti pursuant to article 182-bis of the Italian Insolvency Law or article 57 of the Italian Crisis and Insolvency Code, liquidazione coatta amministrativa, amministrazione straordinaria and cessione dei beni ai creditori pursuant to article 1977 of the Italian Civil Code) and any other proceedings or legal concepts similar to the foregoing;

(f)

a step or procedure taken in connection with insolvency proceedings in respect of any person includes such person formally making a proposal to assign its assets pursuant to article 1977 of the Italian Civil Code (cessione dei beni ai creditori) or filing a petition for a concordato preventivo, accordo di ristrutturazione dei debiti, or entering into a similar arrangement for the majority of such person's creditors; and

(g)

an attachment includes a pignoramento.

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1.5

Dutch terms

In this Agreement, where it relates to any entity that is incorporated under the laws of The Netherlands, assets located in The Netherlands or, where applicable, an entity which has its centre of main interest in The Netherlands, a reference to:

(a)

a "necessary action to authorise" where applicable, includes:

(i)

any action required to comply with the Works Council Act of The Netherlands (Wet op de ondernemingsraden) or the European Works Councils Act (Wet op de ondernemingsraden); and

(ii)

obtaining an unconditional positive advice (advies) from the competent works council(s);

(b)

a "director" or "officer" includes any managing director (bestuurder) and supervisory director (commissaris) and "board of directors" means board of managing directors (bestuur);

(c)

an "attachment" includes conservatoir and executorial beslag;

(d)

a "distribution" or "dividend" includes any distribution of profits (winstuitkering) or the distribution of reserves (uitkering uit reserves);

(e)

"gross negligence" means grove schuld;

(f)

"indemnify" means vrijwaren;

(g)

"negligence" means schuld;

(h)

"wilful misconduct" means opzet;

(i)

"security" or a "security interest" includes any mortgage (hypotheek), pledge (pandrecht), retention of title arrangement (eigendomsvoorbehoud), privilege (voorrecht), right of retention (recht van retentie), right to reclaim goods (recht van reclame), and, in general, other rights in rem or any limited right (beperkt recht), created for the purpose of granting security (goederenrechtelijk zekerheidsrecht);

(j)

a "suspension of payments" or a "moratorium" includes (voorlopige), surseance van betaling and a "moratorium is declared in respect of any indebtedness" includes surseance verleend;

(k)

"winding-up", "administration" and "dissolution" (and any of such terms) includes an entity being declared bankrupt (failliet verklaard) or dissolved (ontbonden);

(l)

a "liquidator" or a "trustee" includes a curator;

(m)

an "administrator" includes a bewindvoerder, a herstructureringsdeskundige and a (stille) bewindvoerder;

(n)

a "reorganisation" includes statutory proceedings for the restructuring of debt (akkoordprocedure) under the Dutch Bankruptcy Act (Faillissementswet);

(o)

a "receiver" or an "administrative receiver" does not include a curator or bewindvoerder;

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(p)

an "insolvency" does not include "stille bewindvoering";

(q)

an "attachment" includes a beslag;

(r)

a "merger" includes a juridische fusie; and

(s)

a "demerger" includes a juridische splitsing.

The Facilities

2.1

The Facilities

(a)

Subject to the terms of this Agreement, the Facility A Lenders make available to the Borrower a Euro term loan facility in an aggregate amount equal to the Total Facility A Commitments.

(b)

Subject to the terms of this Agreement, the Facility B Lenders make available to the Borrower a Euro term loan facility in an aggregate amount equal to the Total Facility B Commitments.

2.2

Finance Parties' rights and obligations

(a)

The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(b)

The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with paragraph (c) below. The rights of each Finance Party include any debt owing to such Finance Party under the Finance Documents and, for the avoidance of doubt, any part of a Loan or any other amount owed by an Obligor which relates to a Finance Party's participation in such Facility or its role under a Finance Document (including any such amount payable to the Agent on its behalf) is a debt owing to such Finance Party by that Obligor.

(c)

A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents.

2.3

Obligors' Agent

(a)

Each Obligor (other than the Parent) by its execution of this Agreement or an Accession Letter irrevocably appoints the Parent to act on its behalf as the Obligors' Agent in relation to the Finance Documents and irrevocably authorises:

(i)

the Obligors' Agent on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions, to execute on its behalf any Accession Letter, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and

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(ii)

each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Obligors' Agent,

and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

(b)

Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors' Agent or given to the Obligors' Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors' Agent and any other Obligor, those of the Obligors' Agent shall prevail.

(c)

For the purpose of this Clause 2.3 (Obligors' Agent), the German Guarantors release the Borrower from any restrictions on self-dealing including the restrictions set out in Section 181 of the German Civil Code (Biirgerliches Gesetzbuch).

Purpose

3.1

Purpose

(a)

The Borrower shall apply all amounts borrowed by it under Facility A towards the general corporate purposes of the Group (other than acquisition of an equity interest in any person, a business, line of business, division, or other business unit of a person, or an undertaking carried on as a going concern), including the refinancing of the Existing Revolving Credit Facilities and the payment of fees and expenses in connection with this Agreement.

(b)

The Borrower shall apply all amounts borrowed by it under Facility B towards payment, directly or indirectly, of a portion of the Lotto Concession Upfront Fee and the payment of fees and expenses in connection with this Agreement.

3.2

Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

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Conditions of utilisation

4.1

Initial conditions precedent

The Lenders will only be obliged to comply with Clause ‎5.4 (Lenders' participation) in relation to any Utilisation if on or before the relevant Utilisation Date, the Agent has received all of the documents and other evidence listed in:

(a)

Part I of Schedule 2 (Conditions Precedent), in relation to Facility A; and

(b)

Part II of Schedule 2 (Conditions Precedent), in relation to Facility B,

which documents shall be in form and substance satisfactory to the Agent (acting on the instructions of all the Lenders). The Agent shall notify the Parent and the Lenders promptly upon being so satisfied.

4.2

Further conditions precedent

The Lenders will only be obliged to comply with Clause ‎5.4 (Lenders' participation), if on the date of each Utilisation Request and on each proposed Utilisation Date:

(a)

no Default is continuing or would result from the proposed Loan; and

(b)

the Repeating Representations to be made by each Obligor are true in all material respects.

4.3

Maximum number of Loans

The Borrower may not:

(a)

deliver a Utilisation Request with respect to Facility A if as a result of the proposed Utilisation two (2) or more Facility A Loans would be outstanding;

(b)

deliver a Utilisation Request with respect to Facility B if as a result of the proposed Utilisation two (2) or more Facility B Loans would be outstanding;

(c)

request that a Facility A Loan be divided if, as a result of the proposed division two (2) or more Facility A Loans would be outstanding; or

(d)

request that a Facility B Loan be divided if, as a result of the proposed division two (2) or more Facility B Loans would be outstanding.

Utilisation

5.1

Delivery of a Utilisation Request

The Borrower may utilise a Facility by delivery to the Agent of a duly completed Utilisation Request not later than 9:00 a.m. (Central European Time) on the date falling three (3) Business Days prior to the proposed Utilisation Date or such later time as may be agreed between the Parent and the Agent (acting on the instructions of all the Lenders).

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5.2

Completion of a Utilisation Request

(a)

Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(i)

the proposed Utilisation Date is a Business Day within the Availability Period;

(ii)

it specifies the Facility to be utilised;

(iii)

the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount); and

(iv)

the proposed Interest Period complies with Clause 11 (Interest Periods).

(b)

Only one Loan may be requested in each Utilisation Request.

5.3

Currency and amount

(a)

The currency specified in a Utilisation Request must be Euros.

(b)

The amount of the proposed Loan must be an amount equal to the Available Facility.

5.4

Lenders' participation

(a)

If the conditions set out in this Agreement have been met:

(i)

each Facility A Lender shall promptly make its participation in each Facility A Loan available; and

(ii)

each Facility B Lender shall promptly make its participation in each Facility B Loan available,

in each case by the Utilisation Date through its Facility Office not later than 1:00 p.m. (Central European Time) on the Utilisation Date for the Loan.

(b)

The amount of each Lender's participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.

(c)

The Agent shall promptly notify each Lender of the amount of each Loan and the amount of its participation in such Loan by 10:00 a.m. (Central European Time) on the relevant Utilisation Date (or such later time as the Agent and each Lender may agree).

5.5

Cancellation of Commitments

(a)

The Facility A Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Facility A Availability Period.

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(b)

The Facility B Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Facility B Availability Period.

Repayment

6.1

Repayment of Loans

(a)

The Borrower shall repay the aggregate Facility A Loans in instalments by repaying on each Repayment Date an amount which reduces the amount of the outstanding aggregate Facility A Loans by the amount set out opposite that Repayment Date in the table below:

Repayment Date		Repayment Instalment
14 September 2027		€100,000,000
14 September 2028		€100,000,000
14 September 2029		€100,000,000
Final Maturity Date		All outstanding amounts

(b)

The Borrower shall repay the aggregate Facility B Loans in instalments by repaying on each Repayment Date an amount which reduces the amount of the outstanding aggregate Facility B Loans by the amount set out opposite that Repayment Date in the table below:

Repayment Date		Repayment Instalment
14 September 2027		€100,000,000
14 September 2028		€100,000,000
14 September 2029		€100,000,000
Final Maturity Date		All outstanding amounts

6.2

Reborrowing

The Borrower may not reborrow any part of a Facility which is repaid or prepaid.

Illegality, voluntary prepayment and cancellation

7.1

Illegality

If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan or it becomes unlawful for any Affiliate of a Lender for such Lender to do so:

(a)

such Lender shall promptly notify the Agent upon becoming aware of that event;

(b)

upon the Agent notifying the Borrower, the Available Commitment of such Lender will be immediately cancelled; and

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(c)

to the extent that the Lender's participation has not been transferred pursuant to paragraph (d) of Clause 7.4 (Right of cancellation and repayment in relation to a single Lender), the Borrower shall repay such Lender's participation in the Loans made to the Borrower on the last day of the Interest Period for each Loan occurring after the Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and such Lender's Available Commitment shall be cancelled in the amount of the participations repaid.

7.2

Voluntary cancellation

(a)

The Borrower may, if it gives the Agent not less than five (5) Business Days' (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of €5,000,000) of an Available Facility.

(b)

Any cancellation under this Clause ‎7.2 shall reduce the Commitments of the Lenders rateably under the relevant Facility and shall reduce the relevant Repayment Instalments pro rata for the purpose of Clause 6.1 (Repayment of Loans).

7.3

Voluntary prepayment of Loans

(a)

The Borrower may, if it gives the Agent not less than:

(i)

in the case of a Term Rate Loan, five (5) Business Days' (or such shorter period as the Majority Lenders may agree) prior notice; or

(ii)

in the case of a Compounded Rate Loan, five (5) RFR Banking Days' (or such shorter period as the Majority Lenders and the Agent may agree) prior notice,

prepay the whole or any part of any Loan (but, if in part, being an amount that reduces the amount of the Loan by a minimum amount of €5,000,000).

(b)

A Loan may only be prepaid after the last day of the Availability Period (or, if earlier, the day on which the Available Facility is zero).

(c)

Any prepayment under this Clause 7.3 shall be applied against the relevant Repayment Instalments pro rata and satisfy the obligations under Clause 6.1 (Repayment of Loans) accordingly.

7.4

Right of cancellation and repayment in relation to a single Lender

(a)

If:

(i)

any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 14.2 (Tax gross-up); or

(ii)

any Lender claims indemnification from the Parent or an Obligor under Clause 14.3 (Tax indemnity) or Clause 15.1 (Increased costs); or

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(iii)

any Lender is a Defaulting Lender,

the Parent (on behalf of the Borrower) may (but shall not be obligated to), whilst the circumstance giving rise to the events referred to above continues, give the Agent notice of cancellation of the Commitment of the relevant Lender or its intention to procure the repayment of such Lender's participation in the Loans or give the Agent notice of its intention to replace such Lender in accordance with paragraph (d) below.

(b)

On receipt of a notice referred to in paragraph (a) above, the Available Commitment of such Lender shall immediately be reduced to zero.

(c)

The Parent shall ensure that the Borrower shall promptly, and in any event within five (5) Business Days, repay such Lender's participation in each Loan together with all interest and other amounts accrued under the Finance Documents.

(d)

In lieu of the cancellations referred to in Clause ‎7.1 (Illegality) and above in this Clause ‎7.4, the Borrower shall have the right, but not the obligation, at its own expense, upon notice from the Borrower to such Lender (the "Terminated Lender") and the Agent, to replace such Terminated Lender with a New Lender (in accordance with and subject to the restrictions contained in Clause 25 (Changes to Lenders)) approved by the Agent and such Terminated Lender agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Clause ‎25 (Changes to Lenders)) all its interests, rights and obligations under this Agreement to such assignee; provided that no Terminated Lender shall be obligated to make any such assignment:

(i)

unless such assignee or the Borrower shall pay to the affected Terminated Lender such Terminated Lender's participation in all Utilisations together with all interest and other amounts accrued under the Finance Documents; and

(ii)

if to make such transfer or assignment would cause such Terminated Lender to breach, or such transfer or assignment is of and in itself in breach of, in each case, any provision of law or regulation.

Mandatory Prepayment

8.1

Change of Control or Sale

Upon the occurrence of:

(a)

a Change of Control; or

(b)

the sale of all or substantially all of the assets of the Group whether in a single transaction or a series of related transactions (other than as a result of a Permitted Transaction):

(i)

a Lender shall not be obliged to fund a Utilisation; and

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(ii)

the Agent shall, upon written instructions from an individual Lender, and by not less than thirty (30) days' notice, cancel the Commitment of such Lender and require repayment of the participation of such Lender in the Loans, whereupon the Commitment of such Lender will be cancelled and all outstanding participations of such Lender together with accrued interest, and all other amounts accrued under the Finance Documents and owing to such Lender shall become immediately due and payable and the Borrower shall repay or prepay such amounts.

Restrictions

9.1

Notices of cancellation or prepayment

Any notice of cancellation, prepayment, authorisation or other election given by any Party under Clause ‎7 (Illegality, voluntary prepayment and cancellation) shall (subject to the terms of such Clause) be irrevocable and, unless a contrary indication appears in this Agreement, any such notice shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

9.2

Interest and other amounts

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

9.3

Repayment and prepayment in accordance with Agreement

The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

9.4

No reinstatement of Commitments

(a)

No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

(b)

If all or part of any Lender's participation in a Loan is repaid or prepaid an amount of such Lender's Commitment (equal to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

9.5

Agent's receipt of notices

If the Agent receives a notice under Clause ‎7 (Illegality, voluntary prepayment and cancellation), it shall promptly forward a copy of that notice or election to the Borrower or the affected Lender, as appropriate.

9.6

Application of prepayments

Any prepayment of a Loan pursuant to Clause 7.3 (Voluntary prepayment of Loans) shall be applied pro rata to each Lender's participation in such Loan.

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10A

RATE SWITCH

The provisions of this Clause 10A shall be subject to the provisions of Clause 36.9 (Borrower's conditional right to terminate this Agreement early).

10A.1

Switch to Compounded Reference Rate

On and from the Termination Period End Date:

(a)

the Compounded Reference Rate will replace the Term Reference Rate for the calculation of interest under this Agreement; and

(b)

any Loan or Unpaid Sum shall be a "Compounded Rate Loan" and Clause 10.2 (Calculation of interest – Compounded Rate Loans) shall apply to each Loan or Unpaid Sum.

10A.2

Notifications by Agent

(a)

Following the occurrence of a Rate Switch Trigger Event the Agent shall:

(i)

promptly upon becoming aware of the occurrence of such Rate Switch Trigger Event, notify the Borrower and the Lenders of such Rate Switch Trigger Event; and

(ii)

promptly upon becoming aware of the date of such Rate Switch Trigger Event Date applicable to such Rate Switch Trigger Event, notify the Borrower and the Lenders of such date.

(b)

The Agent shall, promptly and in any case within thirty (30) days following a Rate Switch Date, notify the Borrower and the Lenders of such Rate Switch Date.

10A.3

Rate switch definitions

In this Agreement:

"Rate Switch Date" means the earlier of any Rate Switch Trigger Event Date.

"Rate Switch Trigger Event" means:

(a)

(i)

the administrator of EURIBOR or its supervisor publicly announces that such administrator is insolvent or that its authorisation or recognition has been withdrawn or suspended; or

(ii)

information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of EURIBOR is insolvent,

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provided that, in each case, at that time, there is no successor administrator to continue to provide EURIBOR;

(b)

the administrator of EURIBOR publicly announces that it has ceased or will cease to provide EURIBOR for any Quoted Tenor permanently or indefinitely and, at that time, there is no successor administrator to continue to provide EURIBOR for such Quoted Tenor;

(c)

the supervisor of the administrator of EURIBOR publicly announces that EURIBOR has been or will be permanently or indefinitely discontinued for any Quoted Tenor;

(d)

the administrator of EURIBOR or its supervisor publicly announces that EURIBOR for any Quoted Tenor may no longer be used; or

(e)

the supervisor of the administrator of EURIBOR publicly announces or publishes information stating that EURIBOR for any Quoted Tenor is no longer, or as of a specified future date will no longer be, representative of the underlying market and the economic reality that it is intended to measure and that such representativeness will not be restored (as determined by such supervisor).

"Rate Switch Trigger Event Date" means:

(a)

in the case of an occurrence of a Rate Switch Trigger Event described in paragraph (a) of the definition of "Rate Switch Trigger Event", the date on which EURIBOR ceases to be published or otherwise becomes unavailable;

(b)

in the case of an occurrence of a Rate Switch Trigger Event described in paragraphs (b), (c) or (d) of the definition of "Rate Switch Trigger Event", the date on which EURIBOR for the relevant Quoted Tenor ceases to be published or otherwise becomes unavailable; and

(c)

in the case of an occurrence of a Rate Switch Trigger Event described in paragraph (e) of the definition of "Rate Switch Trigger Event", the date on which EURIBOR for the relevant Quoted Tenor ceases to be representative of the underlying market and the economic reality that it is intended to measure (as determined by the supervisor of the administrator of EURIBOR).

10B

PUBLISHED RATE MATERIAL CHANGE

The provisions of this Clause 10B shall be subject to the provisions of Clause 36.9 (Borrower's conditional right to terminate this Agreement early).

10B.1

Switch to Revised Published Rate

On and from the Termination Period End Date:

(a)

in the case of a Term Rate Loan, the relevant Revised Published Rate will replace the applicable EURIBOR under paragraph (a) of the definition of "Term Reference Rate" in respect of that Term Rate Loan; and

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(b)

in the case of a Compounded Rate Loan, the relevant Revised Published Rate will replace the applicable RFR for the purposes of the definition of "Compounded Reference Rate" in respect of such Compounded Rate Loan.

10B.2

Notifications by Agent

The Agent shall:

(a)

promptly upon becoming aware of the occurrence (or likely future occurrence) of such Published Rate Material Change, notify the Borrower and the Lenders of that occurrence; and

(b)

promptly, and in any case within thirty (30) days, notify the Borrower and the Lenders of the occurrence of the Published Rate Material Change Switch Date.

10B.3

Revised Published Rate definitions

In this Agreement:

"Published Rate Material Change" means, in relation to a Published Rate:

(a)

any material change in the methodology, formula or other means of determining such Published Rate compared to the criteria applicable on the date this Facility Agreement is entered into; or

(b)

any material change in the methodology, formula or other means of determining such Published Rate publicly qualified as a material change by the administrator of such Published Rate.

"Published Rate Material Change Switch Date" means, in relation to a Published Rate, the date of occurrence of the earlier to occur of the events under paragraph (a) and paragraph (b) of the definition of "Published Rate Material Change".

"Revised Published Rate" means, upon the occurrence of a Published Rate Material Change, such Published Rate based on the formula or methodology in force from time to time.

10.

Interest

10.1

Calculation of interest – Term Rate Loans

The rate of interest on each Term Rate Loan for an Interest Period is the percentage rate per annum which is the sum of the applicable:

(a)

Margin; and

(b)

Term Reference Rate.

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10.2

Calculation of interest – Compounded Rate Loans

(a)

The rate of interest on each Compounded Rate Loan for any day during an Interest Period is the percentage rate per annum which is the sum of the applicable:

(i)

Margin; and

(ii)

Compounded Reference Rate for such day.

(b)

If any day during an Interest Period for a Compounded Rate Loan is not an RFR Banking Day, then the rate of interest on such Compounded Rate Loan for such day will be the rate applicable to the immediately preceding RFR Banking Day.

10.3

Payment of interest

The Borrower shall pay accrued interest on each Loan on the last day of each Interest Period.

10.4

Default interest

(a)

If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is one per cent. (1%) higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 10.4 shall be immediately payable by the relevant Obligor on demand by the Agent.

(b)

If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to such Loan:

(i)

the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to such Loan; and

(ii)

the rate of interest applying to the overdue amount during that first Interest Period shall be one per cent. (1%) higher than the rate which would have applied if the overdue amount had not become due.

(c)

Default interest (if unpaid) arising on an overdue amount will be compounded (to the extent permitted under any applicable law and regulation, including article 1283 of the Italian Civil Code and article 120 of Italian legislative Decree No. 385 dated 1 September 1993 and any relevant implementing regulations, as amended, supplemented or implemented from time to time) with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

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10.5

Notification of rates of interest

(a)

The Agent shall promptly notify the relevant Lenders and the Borrower of the determination of a rate of interest relating to a Term Rate Loan.

(b)

The Agent shall promptly upon a Compounded Rate Interest Payment being determinable notify:

(i)

the Borrower of such Compounded Rate Interest Payment;

(ii)

each relevant Lender of the proportion of such Compounded Rate Interest Payment which relates to such Lender's participation in the relevant Compounded Rate Loan; and

(iii)

the relevant Lenders and the Borrower of:

(A)

each applicable rate of interest relating to the determination of such Compounded Rate Interest Payment; and

(B)

to the extent it is then determinable, the Market Disruption Rate (if any) relating to the relevant Compounded Rate Loan.

This paragraph (b) shall not apply to any Compounded Rate Interest Payment determined pursuant to Clause 12.3 (Cost of funds).

(c)

The Agent shall promptly notify the Borrower of each Funding Rate relating to a Loan.

(d)

The Agent shall promptly notify the relevant Lenders and the Borrower of the determination of a rate of interest relating to a Compounded Rate Loan to which Clause 12.3 (Cost of funds) applies.

(e)

This Clause 10.5 shall not require the Agent to make any notification to any Party on a day which is not a Business Day.

10.6

Italian usury cap

Notwithstanding any other provision of this Agreement, if at any time the rate of interest applicable to a Loan made available under this Agreement to the Borrower (including the relevant component of any applicable fee and expense) exceeds the maximum rate permitted by Italian law of 7 March 1996 No. 108 and related implementation regulations (the "Italian Usury Legislation"), the rate of interest of any such Loan shall be deemed to be automatically reduced, for the shortest possible period, to the maximum rate permitted under the Italian Usury Legislation.

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10.7

Canadian Guarantors

The following additional provision shall apply to any and all obligations of any Canadian Guarantor under this Agreement, but, for the avoidance of doubt, shall not be construed so as to modify or amend any of the obligations of any other Obligor under this Agreement:

(a)

for the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder or in connection herewith is to be calculated on the basis of a 360-day or 365-day year, the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360 or 365, as applicable. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement. If any provision of this Agreement would oblige such Canadian Guarantor to make any payment of interest or other amount payable to any Finance Party in an amount or calculated at a rate which would be prohibited by applicable law or would result in a receipt by such Finance Party of "interest" at a "criminal rate" (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by such Finance Party of "interest" at a "criminal rate", such adjustment to be effected, to the extent necessary (but only to the extent necessary), by reducing any interest, fees, commissions, costs, expenses, premiums and other amounts required to be paid to the affected Finance Party which would constitute interest for purposes of section 347 of the Criminal Code (Canada).

(b)

Notwithstanding anything contained in this Agreement or any other Finance Document to the contrary, if for the purposes of obtaining judgment in any court, it is necessary to convert a sum due by a Canadian Guarantor to a Finance Party in any currency (the "Original Currency") into another currency (the "Other Currency"), the parties agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which, in accordance with normal banking procedures, such Finance Party could purchase the Original Currency with the Other Currency on the Business Day preceding the day on which final judgment is given or, if permitted by applicable law, on the day on which the judgment is paid or satisfied. The obligations of such Canadian Guarantor in respect of any sum due in the Original Currency from it to the Finance Party under any of the Finance Documents shall, notwithstanding any judgment in any Other Currency, be discharged only to the extent that on the Business Day following receipt by such Finance Party of any sum adjudged to be so due in the Other Currency, such Finance Party may, in accordance with normal banking procedures, purchase the Original Currency with such Other Currency. If the amount of the Original Currency so purchased is less than the sum originally due to such Finance Party in the Original Currency, such Canadian Guarantor agrees, as a separate obligation and notwithstanding the judgment to indemnify the Finance Party, against any loss, and, if the amount of the Original Currency so purchased exceeds the sum originally due to such Finance Party in the Original Currency, the Finance Party shall remit such excess to such Canadian Guarantor.

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11.

Interest Periods

11.1

Selection of Interest Periods and terms

(a)

The Borrower may select an Interest Period for a Loan in the Utilisation Request for such Loan or (if such Loan has already been borrowed) in a Selection Notice.

(b)

Each Selection Notice for a Loan is irrevocable and must be delivered to the Agent by the Borrower not later than 10:00 a.m. (Central European Time) one day before the relevant Quotation Date.

(c)

Subject to this Clause 11.1, the Borrower may select an Interest Period of three (3) or six (6) Months if the Loan is a Term Rate Loan or, if the Loan is a Compounded Rate Loan, of any period specified in the Compounded Rate Terms or, in either case, of any other period agreed between the Parent, the Agent and all the Lenders in relation to the relevant Loan.

(d)

An Interest Period for a Loan shall not extend beyond the Final Maturity Date.

(e)

Each Interest Period for a Loan shall start on its Utilisation Date or (if already made) on the last day of its preceding Interest Period.

(f)

If the Borrower fails to deliver a Selection Notice to the Agent in accordance with paragraph (b) above, the relevant Interest Period will be three (3) Months if the Loan is a Term Rate Loan or, if the Loan is a Compounded Rate Loan, the period specified in the Compounded Rate Terms.

(g)

No Interest Period shall be longer than six (6) Months.

11.2

Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, such Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

12.

Changes to the Calculation of Interest

12.1

Interest calculation if no EURIBOR before rate switch

(a)

Interpolated EURIBOR: If no EURIBOR is available for the Interest Period of a Term Rate Loan, the applicable Term Reference Rate shall be the Interpolated EURIBOR for a period equal in length to the Interest Period of such Loan.

(b)

Shortened Interest Period: If paragraph (a) above applies but it is not possible to calculate the Interpolated EURIBOR, then the Interest Period of the Loan shall (if it is longer than the Fallback Interest Period) be shortened to the Fallback Interest Period and the applicable Term Reference Rate for that shortened Interest Period shall be determined pursuant to the definition of "Term Reference Rate".

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(c)

Shortened Interest Period and Historic EURIBOR: If paragraph (b) above applies but no EURIBOR is available for the Interest Period of the Loan and it is not possible to calculate the Interpolated EURIBOR, then the applicable Term Reference Rate shall be the Historic EURIBOR for such Loan.

(d)

Shortened Interest Period and Interpolated Historic EURIBOR: If paragraph (c) above applies but no Historic EURIBOR is available for the Interest Period of the Loan, then the applicable Term Reference Rate shall be the Interpolated Historic EURIBOR for a period equal in length to the Interest Period of such Loan.

(e)

Fixed Central Bank Rate: If paragraph (d) above applies but it is not possible to calculate the Interpolated Historic EURIBOR, then the Interest Period of the Loan shall, if it has been shortened pursuant to paragraph (b) above, revert to its previous length and the applicable Term Reference Rate shall be:

(i)

the percentage rate per annum which is the sum of:

(A)

the Central Bank Rate for the Quotation Day; and

(B)

any applicable Central Bank Rate Adjustment; or

(ii)

if the Central Bank Rate for the Quotation Day is not available, the percentage rate per annum which is the sum of:

(A)

the most recent Central Bank Rate for a day which is no more than two TARGET Days before the Quotation Day; and

(B)

any applicable Central Bank Rate Adjustment.

(f)

Cost of funds: If paragraph (e) above applies but there is no applicable Central Bank Rate, the Clause 12.3 (Cost of funds) shall apply to the Loan for such Interest Period.

12.2

Market disruption

(a)

In the case of a Term Rate Loan, if before the close of business in Milan on the Quotation Day for such Loan the Agent receives notifications from a Lender or Lenders (whose participation(s) in such Loan exceed thirty-five per cent. (35%) of such Loan) that its or their cost of funds relating to its or their participation in such Loan would be in excess of the Term Reference Rate, then Clause 12.3 (Cost of funds) shall apply to such Loan for the relevant Interest Period.

(b)

In the case of a Compounded Rate Loan, if:

(i)

a Market Disruption Rate is specified in the Compounded Rate Terms; and

(ii)

before the Reporting Time, the Agent receives notifications from a Lender or Lenders (whose participation(s) in such Loan exceed thirty-five per cent. (35%) of such Loan) that its or their cost of funds relating to its or their participation in such Loan would be in excess of that Market Disruption Rate,

then Clause 12.3 (Cost of funds) shall apply to such Loan for the relevant Interest Period.

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12.3

Cost of funds

(a)

If this Clause 12.3 applies to a Loan for an Interest Period, neither Clause 10.1 (Calculation of interest – Term Rate Loans) nor Clause 10.2 (Calculation of interest – Compounded Rate Loans) shall apply to such Loan for such Interest Period and the rate of interest on such Loan for such Interest Period shall be the percentage rate per annum which is the sum of:

(i)

the Margin; and

(ii)

the weighted average of the rates notified to the Agent by each Lender as soon as practicable and in any event:

(A)

in relation to a Term Rate Loan, by close of business on the date falling two (2) Business Days after the Quotation Day (or, if earlier, on the date falling two (2) Business Days before the date on which interest is due to be paid in respect of such Interest Period); or

(B)

in relation to a Compounded Rate Loan, by the Reporting Time,

to be that which expresses as a percentage rate per annum its cost of funds relating to its participation in such Loan.

(b)

If this Clause 12.3 applies and the Agent or the Borrower so requires, then the Agent and the Borrower shall enter into negotiations (for a period of not more than thirty (30) days) with a view to agreeing a substitute basis for determining the rate of interest.

(c)

Any alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

(d)

If this Clause 12.3 applies pursuant to Clause 12.2 (Market disruption) and:

(i)

in relation to a Term Rate Loan:

(A)

a Lender's Funding Rate is less than the Term Reference Rate; or

(B)

a Lender does not notify a rate to the Agent by the relevant time specified in paragraph (a)(ii) above,

then such Lender's cost of funds relating to its participation in such Loan for such Interest Period shall be deemed, for the purposes of paragraph (a) above, to be the Term Reference Rate; or

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(ii)

in relation to a Compounded Rate Loan:

(A)

a Lender's Funding Rate is less than the Market Disruption Rate; or

(B)

a Lender does not notify a rate to the Agent by the relevant time specified in paragraph (a)(ii) above,

then such Lender's cost of funds relating to its participation in such Loan for such Interest Period shall be deemed, for the purposes of paragraph (a) above, to be the Market Disruption Rate.

(e)

Subject to paragraph (d) above if this Clause 12.3 applies but any Lender does not notify a rate to the Agent by the relevant time specified in paragraph (a)(ii) above the rate of interest shall be calculated on the basis of the rates notified by the remaining Lenders.

(f)

If this Clause 12.3 applies, then the Agent shall, as soon as is practicable, notify the Borrower.

12.4

Break Costs

(a)

Subject to paragraph (b) below, each Borrower shall, within three (3) Business Days of demand by a Finance Party, pay to such Finance Party its Break Costs (if any) attributable to all or any part of a Loan or Unpaid Sum being paid by that Borrower on a day prior to the last day of an Interest Period for such Loan or Unpaid Sum.

(b)

Paragraph (a) above shall apply in relation to a Compounded Rate Loan if an amount is specified as Break Costs in the Compounded Rate Terms.

(c)

Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in respect of which they become, or may become, payable.

13.

Fees

13.1

Upfront fee

The Borrower shall pay to the Agent (for the account of each Bookrunner and Mandated Lead Arranger and the Mandated Lead Arranger or any of their respective Affiliates) an upfront fee in the amount and at the times agreed in the Structuring and Upfront Fee Letter and any other relevant Fee Letter.

13.2

Ticking fee

(a)

The Borrower shall pay to the Agent (for the account of each Lender) a fee computed as follows:

(i)

ten per cent. (10%) of the Margin on such Lender's Available Commitment under Facility B from the date which is one (1) month following the date of this Agreement to the date which is two (2) months following the date of this Agreement;

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(ii)

twenty per cent. (20%) of the Margin on such Lender's Available Commitment under Facility B from the date which is two (2) months and one day following the date of this Agreement to the date which is three (3) months following the date of this Agreement; and

(iii)

thirty-five per cent. (35%) of the Margin on such Lender's Available Commitment under Facility B from the date which is three (3) months and one day following the date of this Agreement to the Facility B Availability Period Expiration Date.

(b)

The accrued ticking fee is payable on the earliest to occur of: (i) the Facility B Availability Period Expiration Date; (ii) the Utilisation Date of Facility B; or (iii) if Facility B is cancelled in full, on the cancelled amount of the relevant Lender's Commitment, the time at which the cancellation is effective.

(c)

No ticking fee is payable to the Agent (for the account of a Lender) on the Available Commitment of such Lender for any day on which such Lender is a Defaulting Lender.

13.3

Agency fee

The Borrower shall pay to the Agent (for its own account) an agency fee in the amount and at the times agreed in the Agent's Fee Letter.

14.

Tax Gross Up and Indemnities

14.1

Definitions

In this Agreement:

"Change of Tax Law" means with respect to a Lender, any change after the date it became a Lender in, or in the published interpretation, administration or the application of, any law or regulation or Double Taxation Treaty or any published practice or published concession of any relevant taxing authority.

"Exempt Lender" means any entity which, under article 26, paragraph 5-bis of Italian Presidential Decree No. 600 of 29 September 1973, is entitled to receive interest payments deriving from the Republic of Italy without the application of any Tax Deduction.

"Protected Party" means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

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"Qualifying Lender" means a Lender which is beneficially entitled to interest payable to such Lender in respect of an advance under a Finance Document and, at any time is:

(a)

a bank or financial institution duly authorised or licensed to carry out banking activity in the Republic of Italy pursuant to Legislative Decree No. 385 dated 1 September 1993, an insurance undertaking or an alternative investment fund established under Directive 2011/61/EU and duly authorised or licensed to carry out lending activity under Legislative Decree No. 209 dated 7 September 2005 or Legislative Decree No. 58 dated 24 February 1998 that is a resident of the Republic of Italy for Tax purposes pursuant to article 73 of Italian Presidential Decree No. 917 of 22 December 1986 not acting for the purposes of the Finance Document through a Facility Office qualifying as a Permanent Establishment located outside of the Republic of Italy;

(b)

a Facility Office qualifying as a Permanent Establishment in the Republic of Italy of a bank or financial institution duly authorised or licensed to carry out banking activity in the Republic of Italy for which any payment received under the Finance Documents is business income ("reddito di impresa") pursuant to articles 81, 151 and 152, paragraph 1, of Italian Presidential Decree No. 917 of 22 December 1986 as subsequently amended from time to time;

(c)

an Exempt Lender; or

(d)

a Treaty Lender.

"Tax Credit" means a credit against, relief or remission for, or repayment of any Tax.

"Tax Deduction" means a deduction or withholding for or on account of Tax from a payment or a deemed payment under a Finance Document, other than a FATCA Deduction.

"Tax Payment" means either the increase in a payment made by an Obligor to a Finance Party under Clause 14.2 (Tax gross-up) or a payment under Clause 14.3 (Tax indemnity).

"Treaty Lender" means a Lender which:

(a)

is resident for Tax purposes in a jurisdiction with a Double Taxation Treaty in force pursuant to which no withholding on account of Tax is required to be made on interest and similar payments;

(b)

is entitled to benefit from such Double Taxation Treaty and consequently (subject to completion of any procedural formality required in order for such Lender to obtain the benefit of that Double Taxation Treaty by any relevant authority, including the filing of any Affidavit) such full exemption from Tax; and

(c)

does not carry on a business in the Republic of Italy through a Permanent Establishment including through a Facility Office qualifying as a Permanent Establishment, with which any payment under the Finance Document is effectively connected.

Unless a contrary indication appears, in this Clause 14 a reference to "determines" or "determined" means a determination made in the sole discretion of the person making the determination.

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14.2

Tax gross-up

(a)

Each Obligor shall make all payments to be made by it without any Tax Deduction unless a Tax Deduction is required by law.

(b)

The Parent shall promptly upon becoming aware that an Obligor must make a Tax Deduction from any payment made under a Finance Document (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent of (i) the Lender with respect to which such Tax Deduction applies and (ii) the rate at which such Tax Deduction is required to be made. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to such Lender. If the Agent receives such notification from a Lender, it shall promptly notify the Parent and, if necessary, any Obligors making the payment.

(c)

Except as provided in this Clause 14.2 and subject to paragraph (d) below, if a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(d)

An Obligor is not required to make an increased payment to a Lender under paragraph (c) above for a Tax Deduction on account of Tax imposed by the Republic of Italy if on the date on which the payment falls due:

(i)

the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on such date such Lender is not or has ceased to be a Qualifying Lender other than as a result of any Change of Tax Law; or

(ii)

the relevant Lender is an Exempt Lender or a Treaty Lender and the payment could have been made to such Lender without a Tax Deduction had such Lender duly complied with its obligations under Clause 14.5 (Lender Status Confirmation), except where such non-compliance results from the negligence or default of the Borrower.

(e)

If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to such Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

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(f)

A Finance Party and each Obligor which makes a payment to which such Finance Party is entitled, shall cooperate in completing any procedural formalities, from time to time required or necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction, or with a reduced Tax Deduction, including the provision of the information and documentation specified in this Clause 14.2 to the extent applicable. For the purposes of facilitating such co-operation, and subject to paragraph (e) of Clause 14.5, the Agent may request from any entity under paragraph (b) of the definition of "Qualifying Lender", any Exempt Lender or any Treaty Lender (which shall use reasonable endeavours to provide) any Beneficial Owner Attestation, any Self-Declaration Form, any Affidavit or relevant tax certificates reasonably promptly following request.

(g)

Any Lender which enters into any sub-participation or other risk sharing arrangement with a Relevant Sub-Participant shall only be entitled to receive payments under this Clause 14.2 with reference to any interest paid on the sub-participated commitment (i) to the same extent as such Lender would have been if it had not entered into such sub-participation or (ii) for an amount equivalent to the Tax Deduction required by law to be applied on any payment made under this Agreement and beneficially owned by the Relevant Sub-Participant, if lower; provided that this paragraph (g) shall not apply to limit any entitlement to receive payments under this Clause 14.2 if the right to receive a greater payment results from a Change of Tax Law that occurs after the Relevant Sub-Participant acquired the applicable sub-participated commitment.

14.3

Tax indemnity

(a)

The relevant Obligor shall (within five (5) Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which such Protected Party determines (acting in good faith) will be or has been (directly or indirectly) suffered for or on account of Tax by such Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence).

(b)

Paragraph (a) above shall not apply:

(i)

with respect to any Tax assessed on a Finance Party:

(A)

under the law of the jurisdiction in which such Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which such Finance Party is treated as resident or engaged in a trade or business for tax purposes; or

(B)

under the law of the jurisdiction in which such Finance Party's permanent establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by such Finance Party, including by reference to the net value of production of such Finance Party for Italian regional tax on business activities; or

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(ii)

to the extent a loss, liability or cost:

(A)

is compensated for by an increased payment under Clause 14.2 (Tax gross-up); or

(B)

would have been compensated for by an increased payment under Clause 14.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 14.2 (Tax gross-up) applied; or

(C)

is compensated for by Clause 14.6 (Stamp taxes) (or would have been so compensated for under such Clause but was not so compensated solely because any of the exceptions set out in such Clause applied); or

(D)

relates to a FATCA Deduction required to be made by a Party.

(c)

A Protected Party making or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant Obligor.

(d)

Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and relevant documentation supporting such claim.

(e)

A Protected Party shall, on receiving a payment from an Obligor under this Clause 14.3 notify the Agent.

14.4

Tax Credit

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

(a)

a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment; and

(b)

such Finance Party has obtained, utilised and fully retained that Tax Credit on an affiliated group basis,

such Finance Party shall pay an amount to the Obligor which such Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

If a Finance Party makes any payment to an Obligor pursuant to this Clause 14.4 (Tax Credit) and such Finance Party subsequently determines (by providing documentary evidence) that the Tax Credit in respect of which such payment was made was not available or has been withdrawn or that it was unable to use such Tax Credit in full, then such Obligor shall reimburse such Finance Party such amount as such Finance Party determines is necessary to place such Finance Party in the same after-Tax position as such Finance Party would have been in if such Tax Credit had been obtained and fully used and retained by such Finance Party provided that such Obligor shall not be required to pay any amount in excess of the amount of the payment received by such Obligor from such Finance Party.

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14.5

Lender Status Confirmation

(a)

Each Original Lender confirms to the Borrower that at the date of this Agreement it is a Qualifying Lender other than an Exempt Lender or a Treaty Lender, other than Bank of America Europe Designated Activity Company and Banco Santander, S.A. each of which confirms to the Borrower at the date of this Agreement that it is an Exempt Lender. To this end, the relevant Original Lender agrees to provide the Agent (which shall promptly forward the same to the Borrower) with, as the case may be, the Beneficial Owner Attestation, the Affidavit or the Self-Declaration Form.

(b)

Each Lender which becomes a Party to this Agreement after the date of this Agreement shall indicate, in the Transfer Certificate or the Assignment Agreement which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, in which of the following categories it falls:

(i)

not a Qualifying Lender;

(ii)

a Qualifying Lender other than an Exempt Lender or a Treaty Lender;

(iii)

an Exempt Lender; or

(iv)

a Treaty Lender.

(c)

If a New Lender fails to indicate its status in accordance with this Clause 14.5 then such New Lender shall be treated for the purposes of this Agreement (including by each Obligor) as if it is not a Qualifying Lender until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the Obligors).

(d)

For the avoidance of doubt, a Transfer Certificate or an Assignment Agreement shall not be invalidated by any failure of any Lender to comply with this Clause 14.5.

(e)

With reference to any payment made under any Finance Documents by the Borrower, any entity under paragraph (b) of the definition of "Qualifying Lender", any Exempt Lender, any Treaty Lender or any other Lender wishing to invoke the benefit of a Double Taxation Treaty, agree to provide the Agent (who shall promptly forward the same to the Borrower) with, respectively, a Beneficial Owner Attestation, a Self-Declaration Form or an Affidavit (i) at least five (5) Business Days prior to the date upon which interest or fees is first due to be paid to it under the Finance Documents; (ii) thereafter, by the end of January of any subsequent calendar year (or, if earlier, by the date falling at least five (5) Business Days prior to the subsequent date upon which interest is due to be paid); or (iii) whenever there is a change in the Finance Party's status under a Double Taxation Treaty (including if it changes its tax residence), within twenty (20) Business Days from the time such change is effective (or, if earlier, by the date falling at least five (5) Business Days prior to the subsequent date upon which interest is due to be paid).

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(f)

Any Lender which enters into any sub participation or other risk sharing arrangement with a Relevant Sub Participant shall indicate in writing to the Agent and the Borrower, on or before the date on which such sub-participation or risk arrangement takes effect, whether (x) such sub-participation or risk sharing arrangement with a Relevant Sub-Participant affects the relevant Lender's beneficial entitlement to any interest payable to it in respect of an advance under the Finance Documents; and (y) whether the Relevant Sub Participant would have been:

(i)

not a Qualifying Lender;

(ii)

a Qualifying Lender (other than an Exempt Lender or a Treaty Lender);

(iii)

an Exempt Lender; or

(iv)

a Treaty Lender.

if, on the date on which the sub-participation or risk arrangement takes effect, such Relevant Sub Participant had been treated as if it were a Lender.

(g)

If a Finance Party fails to indicate the status of the Relevant Sub Participant, or the Relevant Sub Participant, which would have been treated an Exempt Lender or a Treaty Lender if it were a party under this Agreement, fails to provide the Agent with any Self-Declaration Form or any Affidavit referred to in this Clause 14.5 (Lender Status Confirmation), then such Finance Party shall, until such time as it notifies the Agent and the Borrower which category applies or the Relevant Sub-Participant provides the Agent with such documents, be treated for the purposes of this Agreement (including by the Borrower) as if it is not a Qualifying Lender. For the avoidance of doubt, a Transfer Certificate shall not be invalidated by any failure of a Lender to comply with this Clause 14.5 (Lender Status Confirmation).

14.6

Stamp taxes

The Borrower shall, or shall procure that an Obligor shall, pay or, within ten (10) Business Days of demand, indemnify each Finance Party against any duly documented liability, loss, cost or expense such Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable, due or assessed, in respect of any Finance Document; provided that no Obligor shall be liable for such liability, loss, cost or expense:

(a)

in relation to any such Taxes payable in respect of an assignment, transfer or sub-participation by a Finance Party, unless that assignment, transfer or sub-participation is carried out at the request of any Obligor and the Finance Party agrees to such request voluntarily (in circumstances where it is not required to agree to such request on the terms of this Agreement);

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(b)

to the extent that such Taxes become payable upon a voluntary registration made by any Finance Party if such registration (a) is not required by law or (b) is not necessary to evidence, prove, maintain, enforce, compel or otherwise assert the rights of such Party or obligations of any Party under a Finance Document or when such registration is not necessary in order to produce or rely on such document for any other purposes; or

(c)

in case it arises as a consequence of, or in connection to, any claims by any authority, including any Tax authority, and the Lender has not provided the Borrower with copies of any relevant written communications relating to the Finance Document, including any notices of payment, (the "Tax Notice") received from that authority within fifteen (15) Business Days from receipt (the "Tax Notice Term"). If the Lender notifies the Borrower with the Tax Notice within the Tax Notice Term, then the Parties will agree, without prejudice of any rights of the relevant Lender, including the right to be indemnified, under this Clause 14.6, as far as reasonably practicable acting in good faith, possible defensive strategies and the substance and conduct of such defensive strategies and such Lender will, as far as reasonably practicable acting in good faith, share in a timely fashion any relevant information for the Borrower in relation to the development of any litigation proceedings or any settlement or other procedures which may be in progress as the result of the implementation of such defensive strategies.

14.7

Value added tax

(a)

All amounts set out, or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on each supply, and accordingly, subject to paragraph (b) below, if VAT is chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account for the VAT to the relevant Tax Authority such Party shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such Party).

(b)

If VAT is or becomes chargeable on any supply made by any Finance Party (the "Supplier") to any other Finance Party (the "Recipient") under a Finance Document, and any Party other than the Recipient (the "Relevant Party") is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

(i)

(where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and

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(ii)

(where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

(c)

Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs or expenses, such Party shall reimburse or indemnify the Finance Party in respect of the full amount of such costs or expenses, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment from the relevant tax authority in respect of such VAT.

(d)

Any reference in this Clause 14.7 to any Party shall, at any time when such Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules; provided that, for purposes of article 11 of Council Directive 2006/112/EC (or as such directive is implemented by the relevant member state of the European Union) or any other similar provision in any jurisdiction which is not a member state of the European Union, a reference to a Party shall be construed as a reference to such Party or the relevant group or unity (or fiscal unity) of which such Party is a member for VAT purposes at the relevant time or the relevant representative member (or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be).

(e)

In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, such Party must promptly provide such Finance Party with details of such Party's VAT registration and such other information as is reasonably requested in connection with such Finance Party's VAT reporting requirements in relation to such supply.

14.8

Imposta Sostitutiva

The Borrower declares to the Finance Parties that, for the purposes of the Presidential Decree No. 601 of 29 September, 1973, it does not require the application of the Imposta Sostitutiva in place of the ordinary documentary taxes and, accordingly, the Finance Parties agree not to subject the Facilities to Imposta Sostitutiva.

14.9

FATCA information

(a)

Subject to paragraph (c) below, each Party shall, within ten (10) Business Days of a reasonable request by another Party:

(i)

confirm to that other Party whether it is:

(A)

a FATCA Exempt Party; or

(B)

not a FATCA Exempt Party;

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(ii)

supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA;

(iii)

supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party's compliance with any other law, regulation, or exchange of information regime.

(b)

If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, such Party shall notify that other Party reasonably promptly.

(c)

Paragraph (a) above shall not oblige any Finance Party to do anything, and paragraph (a)(iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

(i)

any law or regulation;

(ii)

any fiduciary duty; or

(iii)

any duty of confidentiality.

(d)

If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

14.10

FATCA Deduction

(a)

Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(b)

Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Parent and the Agent and the Agent shall notify the other Finance Parties.

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15.

Increased costs

15.1

Increased costs

(a)

Subject to Clause ‎15.3 (Exceptions) the Obligors shall, within three (3) Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by such Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; (ii) compliance with any law or regulation (provided that, notwithstanding anything herein to the contrary, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder issued in connection therewith or in implementation thereof shall be deemed to be a "change in law", regardless of the date enacted, adopted, issued or implemented) made after the date of this Agreement or (iii) the implementation or application of or compliance with Basel III or CRD IV or any law or regulation that implements or applies Basel III or CRD IV.

(b)

In this Agreement:

"Basel III" means:

(i)

the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

(ii)

the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text" published by the Basel Committee on Banking Supervision in November 2011; and

(iii)

any further guidance or standards published by the Basel Committee on Banking Supervision relating to "Basel III".

"Basel IV" means the papers prepared by the Basel Committee:

(i)

in January 2016 entitled "Minimum Capital Market Requirements";

(ii)

in March 2016 entitled "Revisions to the Standardised Approach for credit risk";

(iii)

in June 2016 entitled "Reducing variation in credit risk-weighted assets – constraints on the use of internal model approaches"; and

(iv)

all other publications considered part of Basel IV, and in each case, as updated from time to time, or any rules, regulations, guidance, interpretations or directives promulgated or issued in connection therewith by any bank regulatory agency (whether or not having the force of law).

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"CRD IV" means:

(i)

Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending regulation (EU) No. 648/2012; and

(ii)

Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms amending Directive 2002/87/EC and repealing Directive 2006/48/EC and 2006/49/EC.

"CRD V" means:

(i)

Regulation (EU) No 876/2019 of the European Parliament and of the Council of 20 May 2019 as regards the leverage ratio, the net stable funding ratio, requirements for own funds and eligible liabilities, counterparty credit risk, market risk, exposures to central counterparties, exposures to collective investment undertakings, large exposures, reporting and disclosure requirements and Regulation (EU) No 648/2012; and

(ii)

Directive 2019/878/EU of the European Parliament and of the Council of 20 May 2019 as regards exempted entities, financial holding companies, mixed financial holding companies, remuneration, supervisory measures and powers and capital conservation measures.

"Increased Costs" means:

(i)

a reduction in the rate of return from a Facility or on a Finance Party's (or its Affiliate's) overall capital;

(ii)

an additional or increased cost; or

(iii)

a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to such Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

15.2

Claims for Increased Costs

(a)

A Finance Party intending to make a claim pursuant to Clause 15.1 (Increased costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Parent.

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(b)

Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs.

15.3

Exceptions

Clause 15.1 (Increased costs) does not apply to the extent any Increased Cost is:

(a)

attributable to a Tax Deduction required by law to be made by an Obligor;

(b)

compensated for by Clause 14.3 (Tax indemnity) (or would have been compensated for under Clause 14.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (c) of Clause 14.3 (Tax indemnity) applied);

(c)

attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation;

(d)

attributable to the implementation or application of or compliance with (i) the "International Convergence of Capital Measurement and Capital Standards, a Revised Framework" published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement (but excluding any amendment arising out of Basel III) ("Basel II") or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates) or (ii) CRD IV, but only, in each case, to the extent that such cost was actually known (or could reasonably be expected to have been known and, in each case, could have been calculated with sufficient accuracy) by the relevant Finance Party as at the date it became party to this Agreement;

(e)

applicable or attributable to the implementation or application of or compliance with Basel IV or CRD V; or

(f)

attributable to a FATCA Deduction required to be made by a Party.

16.

Other indemnities

16.1

Currency indemnity

(a)

If any sum due from an Obligor under the Finance Documents (a "Sum"), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the "First Currency") in which that Sum is payable into another currency (the "Second Currency") for the purpose of:

(i)

making or filing a claim or proof against that Obligor; or

(ii)

obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

that Obligor shall as an independent obligation, within three (3) Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

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(b)

Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

16.2

Other indemnities

The Borrower shall (or shall procure that an Obligor will), within three (3) Business Days of demand, indemnify the Arranging Parties and each other Finance Party against any cost, loss or liability incurred by it as a result of:

(a)

the occurrence of any Event of Default;

(b)

a failure by an Obligor to pay any amount due under a Finance Document on its due date, including any cost, loss or liability arising as a result of Clause ‎29 (Sharing among the Finance Parties);

(c)

funding, or making arrangements to fund, its participation in a Utilisation requested by it in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by such Finance Party alone); or

(d)

a Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepayment given by it.

16.3

Indemnity to the Agent

The Borrower shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

(a)

investigating any event which it reasonably believes is a Default;

(b)

entering into or performing any foreign exchange contract for the purposes of paragraph (b) of Clause 30.10 (Change of currency); or

(c)

acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.

17.

Mitigation

17.1

Mitigation by the Lenders

(a)

Each Finance Party shall, in consultation with the Parent, take all reasonable steps, including to the extent possible, making any Utilisation available from an Affiliate, to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause ‎7.1 (Illegality), Clause ‎14 (Tax Gross Up and Indemnities) or Clause 15.1 (Increased costs) including transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

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(b)

Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

17.2

Mitigation by the Obligors

Should a Finance Party become subject to Taxes because of its failure to deliver a form, certificate or other document required under Clause 14.2 (Tax gross-up), the Obligors shall take such steps as such Finance Party shall reasonably request to assist such Finance Party to recover such Taxes.

17.3

Limitation of liability

(a)

The Borrower shall indemnify each Finance Party, for all costs and expenses reasonably incurred by that party as a result of steps taken by it under Clause ‎17.1 (Mitigation by the Lenders).

(b)

A Finance Party is not obliged to take any steps under Clause ‎17.1 (Mitigation by the Lenders) if, in the opinion of such Finance Party (acting reasonably), to do so might be prejudicial to it.

18.

Costs and expenses

18.1

Transaction expenses

The Borrower shall within ten (10) Business Days of demand pay each Finance Party the amount of all reasonable and documented out-of-pocket costs and expenses (including legal fees up to the amount agreed with the Borrower) reasonably incurred by any of them in connection with the negotiation, preparation, printing, execution, syndication (and previously approved by the Borrower) and perfection of:

(a)

this Agreement and any other documents referred to in this Agreement; and

(b)

any other Finance Documents executed after the date of this Agreement, and

if, requested, the Borrower shall pay the relevant advisers directly upon receipt of the relevant reasonably detailed invoice.

18.2

Amendment costs

If (a) an Obligor requests an amendment, waiver or consent or (b) an amendment is required pursuant to Clause 30.10 (Change of currency), the Borrower shall, within three (3) Business Days of demand, reimburse the Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent in responding to, evaluating, negotiating or complying with that request or requirement.

18.3

Enforcement and preservation costs

The Borrower shall, within three (3) Business Days of demand, pay to the Arranging Parties and each other Finance Party the amount of all costs and expenses (including legal fees) incurred by the Arranging Parties and each other Finance Party in connection with the enforcement of or the preservation of any rights under any Finance Document and any proceedings instituted by or against the Agent as a consequence of taking or holding or enforcing these rights.

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18.4

Reference rate transition costs

In respect of any amendment or waiver contemplated by Clause 36.8 (Changes to reference rates) Borrower shall, within three (3) Business Days of demand, reimburse the Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent in connection therewith.

19.

Guarantee and indemnity

19.1

Guarantee and indemnity

Each Guarantor irrevocably and unconditionally jointly and severally:

(a)

guarantees to each Finance Party as primary obligor the punctual performance by a member of the Group of all of such member of the Group's obligations under the Finance Documents and the punctual payment when due by such member of the Group of all sums payable under the Finance Documents;

(b)

undertakes with each Finance Party that whenever a member of the Group fails to perform any obligation or pay any of the indebtedness referred to in paragraph (a) above, it will perform such obligation or pay to such Finance Party such sum on demand, in each case, as if it were the primary obligor; and

(c)

indemnifies, as an independent and primary obligation, each Finance Party immediately on demand against any cost, loss or liability suffered by such Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which such Finance Party would otherwise have been entitled to recover.

19.2

Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

19.3

Reinstatement

If any payment by an Obligor or any discharge given by a Finance Party (whether in respect of the obligations of any Obligor or any Security for such obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event:

(a)

the liability of each Obligor shall continue as if the payment, discharge, avoidance or reduction had not occurred; and

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(b)

each Finance Party shall be entitled to recover the value or amount of such Security or payment from each Obligor, as if the payment, discharge, avoidance or reduction had not occurred.

19.4

Waiver of defences

The obligations of each Guarantor under this Clause ‎19 will not, to the extent permitted under mandatory law, be affected by an act, omission, matter or thing which, but for this Clause 19, would reduce, release or prejudice any of its obligations under this Clause ‎19 (whether or not known to it or any Finance Party) including:

(a)

any time, waiver or consent granted to, or composition with, any Obligor or other person;

(b)

the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

(c)

the making or absence of any demand on a member of the Group or any other person (other than the notice referred to in Clause ‎19.1(b) (Guarantee and indemnity)) for payment or performance of any other obligations, or the application of any moneys at any time received from a member of the Group or any other person;

(d)

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or Security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Security;

(e)

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

(f)

any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document, or any other document or Security including any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or Security;

(g)

any unenforceability or illegality or invalidity of any obligation of any person under any Finance Document or any other document or Security; or

(h)

any insolvency or similar proceedings,

(other than the irrevocable payment in full of such obligations).

19.5

Guarantor intent

Without prejudice to the generality of Clause ‎19.4 (Waiver of defences), each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs or expenses associated with any of the foregoing.

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19.6

Immediate recourse

Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or Security or claim payment from any person before claiming from that Guarantor under this Clause ‎19. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

19.7

Appropriations

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:

(a)

refrain from applying or enforcing any other moneys, Security or rights held or received by such Finance Party (or any trustee or agent on its behalf) in respect of such amounts, or apply and enforce the same in such manner and order as it sees fit (whether against such amounts or otherwise), and no Guarantor shall be entitled to the benefit of the same; and

(b)

hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor's liability under this Clause 19.

19.8

Deferral of Guarantors' rights

(a)

Each Obligor acknowledges and agrees with each Guarantor that, subject to the terms and conditions of this Clause ‎19.8 and to the extent permitted by applicable law, upon the payment by the Guarantors of any of their obligations under this guarantee (whether pursuant to the guarantees, undertakings or indemnities given in Clause ‎19.1 (Guarantee and indemnity) or otherwise):

(i)

each Obligor shall indemnify the Guarantors for the full amount of such payment; and

(ii)

the Guarantors shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment (such rights of indemnification and subrogation, together with all other rights of the Guarantors, by reason of the performance of any of their obligations under this guarantee, or any action taken pursuant to any rights conferred by or pursuant to this guarantee, to be indemnified by any person, to prove in respect of any liability in the winding-up of any person or to take the benefit of or enforce any Security or guarantees or to exercise any rights of contribution are, collectively, the "Subrogation Rights").

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(b)

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents:

(i)

to be indemnified by an Obligor;

(ii)

to claim any contribution from any other Guarantor of any Obligor's obligations under the Finance Documents; or

(iii)

to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or Security taken pursuant to, or in connection with, the Finance Documents by any Finance Party.

From and after the date when all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, the Subrogation Rights of the Guarantors may be exercised and enforced by the Guarantors in their sole discretion.

19.9

Release of Guarantors' right of contribution

If any Guarantor (a "Retiring Guarantor") ceases to be a Guarantor in accordance with the terms of the Finance Documents for the purpose of any sale or other disposal of that Retiring Guarantor, then on the date such Retiring Guarantor ceases to be a Guarantor:

(a)

that Retiring Guarantor is released by each other Guarantor from any liability (whether past, present or future and whether actual or contingent) to make a contribution to any other Guarantor arising by reason of the performance by any other Guarantor of its obligations under the Finance Documents; and

(b)

each other Guarantor waives any rights it may have by reason of the performance of its obligations under the Finance Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under any Finance Document or of any other Security taken pursuant to, or in connection with, any Finance Document where such rights or Security are granted by or in relation to the assets of the Retiring Guarantor.

19.10

Additional security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or Security now or subsequently held by any Finance Party.

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19.11

Limitations on US guarantees

(a)

Each US Guarantor acknowledges that it will receive valuable direct or indirect benefits as a result of the transactions contemplated by the Finance Documents (including utilisations thereunder).

(b)

Each US Guarantor represents, warrants and agrees that:

(i)

it is US Solvent; and

(ii)

it has not made a transfer or incurred any obligation under any Finance Document with the intent to hinder, delay or defraud any of its present or future creditors.

(c)

Notwithstanding anything to the contrary contained herein or in any other Finance Document:

(i)

each Finance Party agrees that the maximum liability of each US Guarantor under Clause 19 (Guarantee and indemnity) shall in no event exceed an amount equal to the greatest amount that would not render such US Guarantor's obligations hereunder and under the other Finance Documents subject to avoidance under US Bankruptcy Law or to being set aside, avoided or annulled under any Fraudulent Transfer Law, in each case after giving effect to:

(A)

all other liabilities of such US Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Law (specifically excluding, however, any liabilities of such US Guarantor in respect of intercompany indebtedness to the Borrower to the extent that such Financial Indebtedness would be discharged in an amount equal to the amount paid by such US Guarantor hereunder); and

(B)

the value as assets of such US Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Law) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights held by such US Guarantor pursuant to

(1)

applicable law or

(2)

any other agreement providing for an equitable allocation among such US Guarantor and the Borrower and other Guarantors of obligations arising under this Agreement or other guarantees of such obligations by such parties: and

(ii)

each party agrees that, in the event any payment or distribution is made on any date by a Guarantor under this Clause 19, each such Guarantor shall be entitled to be indemnified from each other Guarantor in an amount equal to such payment, in each case multiplied by a fraction of which the numerator shall be the net worth of the contributing Guarantor and the denominator shall be the aggregate net worth of all the Guarantors.

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19.12

Italian guarantee limitations

(a)

In the case of any Italian Guarantor, its liability as Guarantor under this Clause 19 shall not exceed, at any time, the aggregate at that time of the highest outstanding principal amount at any time of all inter-company loans advanced (or granted) to such Italian Guarantor (or any of its direct or indirect Subsidiaries) by any Obligor or any other member of the Group after the date of this Agreement.

(b)

In any event, pursuant to article 1938 of the Italian Civil Code, the maximum amount an Italian Guarantor may be required to pay in respect of its obligations as Guarantor under this Agreement shall not exceed an amount equal to €1,100,000,000.

19.13

German guarantee limitations

The enforcement of the guarantee created under this Clause 19 and any indemnity owing under this Agreement by any German Guarantor, shall be subject to the following limitations:

(a)

To the extent that the guarantee under this Clause 19 secures, or to the extent that any indemnity of such German Guarantor would result in a payment of, liabilities of its direct or indirect shareholder(s) (an "Up-stream Guarantee") or its affiliated companies (verbundenes Unternehmen) within the meaning of Section 15 of the German Stock Corporation Act (Aktiengesetz) (other than Subsidiaries of such German Guarantor) (a "Cross-stream Guarantee") (save for any guarantees or indemnity in respect of funds to the extent they are on-lent, or otherwise passed on, or they replace or refinance funds which were on-lent, or otherwise passed on, in each case to such German Guarantor or its Subsidiaries, and such amount on-lent or otherwise passed on is not returned (if returned, a limitation will only apply to the extent the repayment has been proved by an up-to-date balance sheet)), the Guarantee or such indemnity shall not be enforced at the time of the respective Payment Demand (as defined below) if and only to the extent such German Guarantor demonstrates that the enforcement would have the effect of:

(i)

causing its Net Assets to be reduced to an amount less than its stated share capital (Stammkapital); or

(ii)

(if its Net Assets are already below its stated share capital) causing such amount to be further reduced,

and thereby affecting its assets required for the maintenance of its stated share capital (Stammkapital) pursuant to Sections 30 and 31 of the German Limited Liability Company Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) ("GmbHG") (as applicable at the time of enforcement) (each of the circumstances set out in sub-paragraphs (i) and (ii) above, respectively a "Capital Impairment").

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(b)

"Net Assets" means a German Guarantor's net assets (Nettovermögen) the value of which shall generally be determined in accordance with the German Commercial Code (Handelsgesetzbuch) ("HGB") consistently applied by the German Guarantor in preparing its unconsolidated balance sheets (Jahresabschluss according to Section 42 GmbHG, Sections 242 and 264 of the HGB) in previous years, save that:

(i)

the amount of any increase of the stated share capital (Erhöhung des Stammkapitals) after the date of this Agreement (1) that has been effected out of retained earnings (Kapitalerhöhung aus Gesellschaftsmitteln) or (2) to the extent that it is not fully paid up, shall be deducted from the stated share capital;

(ii)

loans received by, and other contractual liabilities of, such German Guarantor which are subordinated within the meaning of section 39 sub-section 1 no. 5 or section 39 sub-section 2 of the German Insolvency Code (Insolvenzordnung) (contractually or by law) shall be disregarded;

(iii)

loans and other contractual liabilities incurred by such German Guarantor in violation of the provisions of any Finance Document shall be disregarded; and

(iv)

the costs of the Auditors' Determination (as defined below) shall be taken into account either as a reduction of assets or as an increase of liabilities.

(c)

The limitations set out in paragraph (a) only apply if within ten (10) Business Days following receipt from the Agent of a notice stating that it demands payment under the guarantee under this Clause 19 or indemnity from any German Guarantor (the "Payment Demand") (during which up to ten (10) Business Days period (but no longer than until the receipt of the Management Determination) the enforcement shall be excluded), the managing director(s) of such German Guarantor has (have) confirmed in writing to the Agent (the "Management Determination"):

(i)

to what extent the guarantee under this Clause 19 or indemnity is an Up-stream Guarantee or a Cross-stream Guarantee as described in paragraph (a); and

(ii)

in case such German Guarantor claims the occurrence of a Capital Impairment, which amount of such Up-stream Guarantee or Cross-stream Guarantee cannot be enforced as its Net Assets are below its stated share capital or such enforcement would cause its Net Assets to be reduced to an amount below its stated share capital, as a result of which such enforcement would lead to a violation of the capital maintenance rules as set out in Sections 30 and 31 of the GmbHG, and such confirmation is supported by an up-to-date balance sheet of such German Guarantor together with a detailed calculation of the amount of its Net Assets taking into account the adjustments and obligations set forth in paragraph (a).

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The Management Determination shall be prepared as of the date of the Payment Demand. The Agent shall then be entitled to enforce the guarantee under this Clause 19 or indemnity in an amount which would, in accordance with the Management Determination, not result in a Capital Impairment.

(d)

Following the Agent's receipt of the Management Determination, the relevant German Guarantor shall deliver to the Agent within twenty (20) Business Days of the Agent's request an up-to-date balance sheet together with a detailed calculation of the amount of the Net Assets of such German Guarantor, drawn-up by an auditor of international standard and reputation appointed by it taking into account the adjustments and obligations as set forth in paragraphs (b) and (c) above (the "Auditors' Determination"). The Auditors' Determination shall be prepared as of the date of the Payment Demand in accordance with HGB consistently applied by the German Guarantor in preparing its unconsolidated balance sheets (Jahresabschluss according to Section 42 GmbHG, Sections 242 and 264 of the HGB) in previous years and shall be binding for all parties. The Agent shall then be entitled to enforce the guarantee under this Clause 19 or indemnity in an amount which would, in accordance with the Auditor's Determination, not result in a Capital Impairment.

(e)

Each German Guarantor shall use its best efforts to realise, within three (3) months after receipt of the Payment Demand and a request from the Agent, to the extent legally permitted, any and all of its assets that are (i) shown in the balance sheet with a book value (Buchwert) that is substantially lower (at least thirty per cent. (30%) lower) than the market value of the assets and (ii) not required for continuing its business (betriebsnotwendig) if such German Guarantor claims the occurrence of a Capital Impairment. After the expiry of such three (3) months such German Guarantor shall, within ten (10) Business Days, notify the Agent of (i) the amount of the proceeds from the sale and (ii) submit a statement setting forth a new calculation of the amount of its Net Assets taking into account such proceeds (the "New Calculation"). The New Calculation shall, upon the request from the Agent, be confirmed by the auditors referred to in paragraph (d) within a period of twenty (20) Business Days following the request (the "Audited New Calculation"). The Audited New Calculation shall be binding for all parties. The Agent shall then be entitled to enforce the guarantee under this Clause 19 or indemnity in an amount which would, in accordance with the New Calculation or, if an Audited New Calculation has been requested, with the Audited New Calculation, not result in a Capital Impairment.

(f)

The restrictions set forth in paragraph (a) shall only apply, if so long as and to the extent that:

(i)

a German Guarantor has complied with its obligations pursuant to paragraphs (c) through (e) above;

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(ii)

such German Guarantor is not a party to a profit and loss sharing agreement (Gewinnabführungsvertrag) or a domination agreement (Beherrschungsvertrag) where the German Guarantor is the dominated entity (beherrschtes Unternehmen) or the entity being obliged to share its profits with the other party of such profit and loss sharing agreement which agreement provides the German Guarantor with a fully valuable (werthaltig) compensation claim against the dominating entity (herschendes Unternehmen); provided that such fully valuable compensation claim shall no longer be required (and the absence of such claim would not hold up the applicability of any limitations hereunder) if, at the time of enforcement, section 30 subsection 1 sentence 2 (first alternative) GmbHG has been construed by a ruling of the German Federal Court of Justice (Bundesgerichtshof) in a way that such compensation claim is not required for the application of section 30 subsection 1 sentence 2 (first alternative) of the GmbHG; and

(iii)

such German Guarantor does, at the time of the Payment Demand, not hold a fully recoverable indemnity or claim for refund (vollwertiger Gegenleistungs-oder Rückgewähranspruch) of any amount so paid against the relevant shareholder.

(g)

No limitations under this limitation language will prejudice the rights of the Agent or any other Finance Party to enforce the guarantee under this Clause 19 and any indemnity hereunder more than once (subject always to the operation of the limitations set forth above at the time of such further enforcement).

20.

Representations

20.1

General

On the date of this Agreement and at the times set out in Clause 20.25 (Repetition) each Obligor makes the representations and warranties set out in this Clause ‎20 to each Finance Party.

20.2

Status

(a)

It and each of its Material Subsidiaries is a limited liability corporation, limited liability company or partnership with limited liability other than IGT Canada Solutions ULC (which is an unlimited company under the laws of the Province of Nova Scotia) and is duly organised, incorporated or formed (as applicable) and validly existing under the law of its jurisdiction of organisation, incorporation or formation (as applicable).

(b)

It and each of its Material Subsidiaries has the power to own its material assets and carry on its business as it is being conducted.

20.3

Binding obligations

Subject to the Legal Reservations, the obligations expressed to be assumed by it in each Finance Document to which it is a party and which have been executed by it are legal, valid, binding and enforceable obligations.

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20.4

Non-conflict with other obligations

The entry into and performance by it of its obligations under, and the transactions contemplated by, the Finance Documents, to which it is a party do not and will not conflict with:

(a)

any law or regulation applicable to it;

(b)

its constitutional documents; or

(c)

any agreement or instrument binding upon it or any of its assets or constitute a default or termination event (however described) under any such agreement or instrument, unless any such conflict does not and is not reasonably likely to have a Material Adverse Effect.

20.5

Power and authority

(a)

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is or will be a party and the transactions contemplated by such Finance Documents.

(b)

No limit on its powers will be exceeded as a result of the borrowing or giving of guarantees or indemnities contemplated by the Finance Documents to which it is a party.

20.6

Validity and admissibility in evidence

(a)

All Authorisations required:

(i)

to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party; and

(ii)

to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation,

have been obtained or effected and are in full force and effect.

(b)

All Authorisations necessary for the conduct of the business, trade and ordinary activities of members of the Group have been obtained or effected and are in full force and effect other than such Authorisations the failure of which to obtain or effect has not and is not reasonably likely to have a Material Adverse Effect.

20.7

Governing law and enforcement

(a)

Subject to the Legal Reservations, the choice of governing law of the Finance Documents will be recognised and enforced in its Relevant Jurisdictions.

(b)

Subject to the Legal Reservations, any judgment obtained in relation to a Finance Document in the jurisdiction of the governing law of such Finance Document will be recognised and enforced in its Relevant Jurisdictions.

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20.8

Deduction of Tax

It is not required to make any Tax Deduction from any payment it may make under any Finance Document to a Lender which is:

(a)

a Qualifying Lender; or

(b)

a Treaty Lender which has complied with any obligation necessary for the Borrower to make any payment under any Finance Document without a tax deduction.

20.9

No filing or stamp taxes

Under the laws of its Relevant Jurisdictions, it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents executed by exchange of correspondence, except:

(a)

where any Finance Document is enforced in the Republic of Italy either by way of a direct court judgment or an exequatur of a judgment rendered outside the Republic of Italy;

(b)

in any "case of use" (caso d'uso), including the filing, recording or enrolment of any Finance Document with any Italian judicial authority (when carrying out any administrative activity) or any Italian administrative authority (unless such filing is mandatory at law);

(c)

on voluntarily registration (registrazione volontaria) of any Finance Document with the Italian tax authority; or

(d)

in the event any of the provisions of the Finance Document is mentioned (according to the enunciazione principle) in any separate document entered into between the same parties (alone or together with other parties) which have not been previously registered and in respect of which any of the conditions described at paragraphs (a) to (c) above is met.

20.10

No default

(a)

No Event of Default or Default is continuing or will result from the making of any Utilisation or the entry into, the performance of, or any transaction contemplated by any Finance Document.

(b)

No other event or circumstance is outstanding which constitutes a default or termination event (however described) under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries') assets are subject which has had or is reasonably likely to have a Material Adverse Effect.

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20.11

No misleading information

All of the written factual information supplied by each of the Obligors in connection with the Finance Documents and the matters contemplated therein was (to the best of its knowledge after due and careful enquiry) true, complete and accurate in all material respects as at the date it was given and was not misleading in any material respect.

20.12

Financial statements

(a)

The Original Financial Statements were prepared in accordance with the applicable Accounting Principles consistently applied unless expressly disclosed therein or otherwise disclosed to the Agent in writing to the contrary prior to the date of this Agreement.

(b)

Its Original Financial Statements give a true and fair view of its financial condition and results of operations during the relevant Financial Year unless expressly disclosed therein to the contrary or otherwise disclosed to the Agent in writing to the contrary prior to the date of this Agreement.

20.13

No proceedings pending or threatened

No litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency which are reasonably likely, if adversely determined, to have a Material Adverse Effect (to the best of the Parent's knowledge and belief) have been started or threatened against it or any of its Subsidiaries.

20.14

Security

No Security or Quasi-Security exists over all or any of the present or future assets of any member of the Group other than as permitted by this Agreement.

20.15

Pari passu ranking

Its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

20.16

US government regulations

(a)

It is not a "public utility" within the meaning of, or subject to regulation under, the United States Federal Power Act of 1920 (16 U.S.C. §§791 et seq.).

(b)

It is not an "investment company" as defined in, or subject to regulation under, the United States Investment Company Act of 1940 (15 U.S.C. §§ 80a-1 et seq.) or in violation of regulation under any United States federal or state law or regulation that limits its ability to incur or guarantee indebtedness.

(c)

It has not made (or attempted to make) an "unlawful payment" within the meaning of, and is not in any other way in violation of, the Foreign Corrupt Practices Act (15 U.S.C. §§ 78dd-1 et seq.) or any similar laws.

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20.17

ERISA

(a)

No ERISA Event has occurred or is reasonably expected to occur that has resulted in or is reasonably expected to result in a material liability of it or its Subsidiaries or any ERISA Affiliate.

(b)

Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service of the United States of America, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status.

(c)

Neither it, nor any of its Subsidiaries, nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan.

(d)

Neither it, nor any of its Subsidiaries, nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan has been terminated, within the meaning of Title IV of ERISA, and to the best of its knowledge, no such Multiemployer Plan is reasonably expected to be terminated, within the meaning of Title IV of ERISA.

(e)

Except as does not have and could not reasonably be expected to have, a Material Adverse Effect, and except to the extent required under Section 4980B of the Code, no Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Obligors, any of their Subsidiaries or any of their respective ERISA Affiliates.

20.18

Solvency (US Obligors)

Each US Obligor is, on a consolidated basis, as of the date hereof, US Solvent.

20.19

Material Adverse Effect

No Material Adverse Effect has occurred since the date of the most recent financial statements delivered pursuant to Clause 21.1 (Financial statements).

20.20

Anti-Terrorism Laws

It, and to the best of its knowledge, each of its Material Subsidiaries:

(a)

has taken reasonable measures to ensure compliance with Anti-Terrorism Laws;

(b)

is not a Designated Person; and

(c)

does not deal in any property or interest in property known by it to be blocked pursuant to any Anti-Terrorism Law.

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20.21

US margin regulations

No part of the proceeds of any Utilisation will be used (i) in contravention of Regulation T, U or X of the Federal Reserve Board, or (ii) for "buying" or "carrying" (within the meaning of Regulation T, U or X) any Margin Stock or to extend credit to others for the purpose of buying or carrying any Margin Stock. Following the application of the proceeds of each Utilisation, not more than twenty-five per cent. (25%) of the value of the assets of the Obligors subject to any restriction contained in this Agreement or any other agreement or instrument between the Obligors, on the one hand, and any Lender or Affiliate of any Lender, on the other hand, relating to Financial Indebtedness will be Margin Stock.

20.22

Sanctions, Anti-Corruption and other laws

(a)

The Parent represents that:

(i)

each member of the Group has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by each such member and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and each member of the Group and their respective directors and officers and, to the knowledge of the Parent, their respective employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in a violation of applicable Anti-Corruption Laws or the Borrower being designated as a Sanctioned Person;

(ii)

none of (a) the Parent, any other member of the Group or any of their respective directors, officers or employees, or (b) to the knowledge of the Parent, any agent of the Parent or any other member of the Group that will act in any capacity in connection with or benefit from the Facilities, is a Sanctioned Person;

(iii)

(iv)

no Utilisation or use of proceeds pursuant to this Agreement will violate Anti-Corruption Laws or applicable Sanctions.

(b)

Notwithstanding anything to the contrary contained in this Agreement or in any other Finance Document, in relation to any Specified Lender the representations and warranties under this Clause 20.22 shall only apply for the benefit of such Specified Lender to the extent permissible under EU Regulation (EC) 2271/96. In connection with any amendment, waiver, determination or direction relating to any part of this Clause 20.22 of which a Specified Lender does not have the benefit, the Commitments of that Specified Lender will be excluded for the purpose of determining whether the consent of the Majority Lenders has been obtained or whether the determination or direction by the Majority Lenders has been made.

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20.23

Internet gambling

Each member of the Group (a) has implemented and maintains in effect and enforces policies and procedures designed to promote and achieve compliance by each such member with laws and regulations prohibiting internet gambling, (b) is in compliance with laws and regulations prohibiting internet gambling in all material respects and (c) is not knowingly engaged in any activity that would reasonably be expected to result in the enforcement of laws or regulations prohibiting internet gambling against such member of the Group.

20.24

Compliance with laws

Each Obligor complies in all respects with all laws (including Anti-Money Laundering Laws) to which it may be subject to the extent that failure so to comply would have or would be reasonably likely to have a Material Adverse Effect.

20.25

Repetition

(a)

The Repeating Representations are deemed to be made by each Obligor by reference to the facts and circumstances then existing on:

(i)

the date of each Utilisation Request and the first day of each Interest Period; and

(ii)

in the case of an Additional Guarantor, the day on which the company becomes (or it is proposed that the company becomes) an Additional Guarantor.

(b)

Each representation or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.

20.26

German Guarantors

The representations and warranties and undertakings in Clause 20.20 (Anti-Terrorism Laws), Clause 20.22 (Sanctions, Anti-Corruption and other laws), Clause 23.18 (Anti-Terrorism Laws), Clause 23.20 (Use of proceeds and Sanctions) and Clause 23.21 (Anti-Corruption) given by any German Guarantor are made only to the extent that they do not result in a violation of or conflict with Section 7 of the German Foreign Trade and Payments Regulation (Außenwirtschaftsverordnung). The representations and warranties and undertakings in Clause 20.20 (Anti-Terrorism Laws), Clause 20.22 (Sanctions, Anti-Corruption and other laws), Clause 23.18 (Anti-Terrorism Laws), Clause 23.20 (Use of proceeds and Sanctions) and Clause 23.21 (Anti-Corruption) given by such German Guarantor to any Lender resident in Germany (Inländer) within the meaning of section 2 paragraph 15 of the German Foreign Trade Act (Außenwirtschaftsgesetz) are given only to the extent that giving such representations and warranties or undertakings to the benefit of any Lender resident in Germany (Inländer) within the meaning of Section 2 paragraph 15 of the German Foreign Trade Act (Außenwirtschaftsgesetz) would be permitted for such Lender pursuant to section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung).

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21.

Information undertakings

The undertakings in this Clause ‎21 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

21.1

Financial statements

The Parent shall supply to the Agent, who will distribute to each Lender, each of the following:

(a)

within one hundred twenty (120) days after the end of each of its Financial Years, its annual audited consolidated financial statements by making the same available on the Parent's public website;

(b)

as soon as they become available but in any event within seventy-five (75) days after the end of each of its financial half years its consolidated financial statements for its financial half year by making the same available on the Parent's public website;

(c)

as soon as they are available, but in any event within sixty (60) days after the end of the first and third Financial Quarter of each of its Financial Years, its consolidated financial statements for such Financial Quarters by making the same available on the Parent's public website; and

(d)

as soon as the same become available, but in any event within one hundred and twenty (120) days after the end of each of its financial years, the balance sheet and income statement or, if available, audited financial statements of each Guarantor other than the Parent.

21.2

Provision and contents of Compliance Certificate

(a)

The Parent shall supply to the Agent, who will distribute to each Lender:

(i)

with each set of financial statements delivered pursuant to paragraphs (a) and (b) of Clause ‎21.1 (Financial statements) if the Public Debt Ratings are equal to or higher than BBB- and Baa3 (with at least a stable outlook); provided that if at any time after the date hereof three Public Debt Ratings have been issued, this paragraph (i) shall be interpreted to mean at least two of the three Public Debt Ratings issued by the Rating Agencies being equal to or higher than BBB- or Baa3 as applicable; or

(ii)

otherwise with each set of financial statements delivered pursuant to paragraphs (a), (b) and (c) of Clause ‎21.1 (Financial statements) commencing with the Financial Quarter ending on 31 March 2025, a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause ‎22 (Financial Covenants) as at the date as at which such financial statements were prepared, including an explanation as to how the average US$/€ rate has been calculated and disclosure of items included in EBITDA, Total Net Debt and Total Net Interest Costs with an indication of the value of each item expressed as per the consolidated financial statements.

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(b)

Commencing with the Compliance Certificate that is deliverable with respect to the Financial Quarter ending on 31 March 2025, the Compliance Certificate delivered in respect of the Financial Quarters ending in June and December in each Financial Year shall set out (in reasonable detail) computations as to compliance with Clause 23.23 (Guarantor threshold test and Additional Guarantors).

(c)

Commencing with the Compliance Certificate that is deliverable with respect to the Financial Quarter ending on 31 March 2025, the Compliance Certificate delivered in respect of the Financial Quarters ending 31 December in each Financial Year shall list the Material Subsidiaries or confirm that there has been no change to the list of Material Subsidiaries since the previous Compliance Certificate for the Financial Quarter ending 31 December (or, with respect to the first Compliance Certificate, the list of Material Subsidiaries delivered to the Agent under Clause ‎4.1 (Initial conditions precedent)).

(d)

Each Compliance Certificate shall be signed by duly authorised signatory of the Parent and shall be reported on by the Auditors with respect to the information provided pursuant to Clause 21.2(a) (in the form agreed by the Auditors) when the audited consolidated Financial Statements for the Group are delivered pursuant to paragraph (a) of Clause ‎21.1 (Financial statements).

21.3

Requirements as to financial statements

The Parent shall procure that each set of financial statements delivered pursuant to Clause 21.1 (Financial statements) is prepared using the Accounting Principles and financial reference periods consistent with those applied in the presentation of the Original Financial Statements for the Parent unless, in relation to any set of financial statements, the Parent notifies the Agent that there has been a change in such Accounting Principles or the accounting practices and its Auditors deliver to the Agent, who will distribute to each Lender:

(a)

a description of any change necessary for such financial statements to reflect such Accounting Principles or accounting practices upon which the Parent's Original Financial Statements were prepared; and

(b)

sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 22 (Financial Covenants) has been complied with, to determine the Margin as set out in the definition of "Margin", and to make an accurate comparison between the financial positions indicated in such financial statements.

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Any reference in this Agreement to any financial statements shall be construed as a reference to such financial statements as adjusted to reflect the basis upon which the Original Financial Statements of the Parent were prepared.

21.4

Information: miscellaneous

The Parent shall supply to the Agent who will distribute to each Lender:

(a)

promptly, copies of all documents dispatched by the Parent to its shareholders generally (or any class of them) or dispatched by any Obligor to its creditors generally (or any class of them);

(b)

promptly upon becoming aware of them, the details of any ERISA Events, material environmental issues, material litigation, arbitration or administrative proceedings which are, in each case, current, threatened or pending against any member of the Group, which if adversely determined has or is reasonably likely to have a Material Adverse Effect;

(c)

promptly upon it becoming publicly available information, notice of any Margin Rating Event;

(d)

promptly on request, such further information regarding the financial condition, assets and operations of the Group or any member of the Group as any Finance Party through the Agent may reasonably request; and

(e)

promptly upon becoming aware of its occurrence, notice of the occurrence of the Project Voyager Closing Date or of the Project Voyager Termination Date, as the case may be,

it being understood that the Parent may satisfy its obligations under this Clause 21.4 by publishing the relevant information on its website and notifying the Agent in writing that the relevant information has been so published.

21.5

Notification of Default

(a)

Each Obligor shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).

(b)

Promptly upon a request by the Agent, the Parent shall supply to the Agent a certificate signed by a duly authorised signatory of the Parent certifying that:

(i)

no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it); and

(ii)

the Project Voyager Termination Date has not occurred.

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21.6

"Know your customer" checks

(a)

If:

(i)

the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

(ii)

any change in the status of an Obligor, the accession of a prospective Obligor or the composition of the shareholders of an Obligor after the date of this Agreement; or

(iii)

a proposed assignment or transfer by a Lender of any of its rights or obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

obliges the Agent or any Lender (or, in the case of paragraph (iii) above, any prospective new Lender) to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor (or, in relation to a prospective Obligor, the Borrower) shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in paragraph (iii) above, on behalf of any prospective new Lender) in order for the Agent, such Lender or, in the case of the event described in paragraph (iii) above, any prospective new Lender to carry out and be satisfied with the results of all necessary "know your customer" or other checks in relation to any relevant person pursuant to the transactions contemplated in the Finance Documents.

(b)

Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself) in order to carry out and be satisfied with the results of all necessary "know your customer" or other checks on Lenders or prospective new Lenders pursuant to the transactions contemplated in the Finance Documents.

(c)

The Parent shall, by not less than ten (10) Business Days' prior written notice to the Agent, notify the Agent (which shall promptly notify the Lenders) of its intention to request that one of its Subsidiaries becomes an Additional Guarantor pursuant to Clause ‎26 (Changes to the Obligors).

(d)

Following the giving of any notice pursuant to paragraph (c) above, if the accession of such Additional Guarantor obliges the Agent or any Lender to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, the Parent shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or on behalf of any prospective new Lender) in order for the Agent or such Lender or any prospective new Lender to carry out and be satisfied it has complied with all necessary "know your customer" or other checks in relation to any relevant person pursuant to the accession of such Subsidiary to this Agreement as an Additional Guarantor.

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21.7

Posting on electronic system

The Parent acknowledges that (a) the Agent or the Global Coordinator, Bookrunner and Mandated Lead Arranger will make available to the other Finance Parties materials or information provided by or on behalf of the Parent hereunder (collectively, "Materials") by posting the Materials on Debt Domain (the "Platform") and (b) certain of the Lenders may be "public-side" Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Parent or its securities) (each, a "Public Lender"). The Parent agrees that so long as the Parent is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities; (w) all Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked "PUBLIC" which, at a minimum, shall mean that the word "PUBLIC" shall appear prominently on the first page thereof; (x) by marking Materials "PUBLIC", the Parent shall be deemed to have authorised the Finance Parties to treat the Materials as not containing any material non-public information with respect to the Parent or its securities for purposes of United States Federal and state securities laws; provided that the Materials shall be treated as set forth in Clause 38 (Confidentiality); (y) all Materials marked "PUBLIC" are permitted to be made available through a portion of the Platform designated "Public Investor"; and (z) the Agent and the Global Coordinator, Bookrunner and Mandated Lead Arranger shall be entitled to treat any Materials that are not marked "PUBLIC" as being suitable only for posting on a portion of the Platform not designated "Public Investor". Notwithstanding the foregoing, the Parent shall not be under any obligation to mark any Materials "PUBLIC".

22.

Financial Covenants

22.1

Financial definitions

In this Clause 22:

"Calculation Date" means (i) at any time the Public Debt Ratings are equal to or higher than BBB- (with at least a stable outlook) and Baa3 (with at least a stable outlook) 30 June and 31 December of each year; provided that if at any time after the date hereof three Public Debt Ratings have been issued, this paragraph shall be interpreted to mean at least two of the three Public Debt Ratings issued by the Rating Agencies being equal to or higher than BBB- (with at least a stable outlook) or Baa3 (with at least a stable outlook), as applicable and (ii) at any time any Public Debt Rating is lower than BBB- (with at least a stable outlook) or Baa3 (with at least a stable outlook), or any Public Debt Rating is withdrawn, 31 March, 30 June, 30 September and 31 December of each year; provided that if at any time after the date hereof three Public Debt Ratings have been issued, this paragraph shall be interpreted to mean at least two of the three Public Debt Ratings issued by the Rating Agencies being lower than BBB- (with at least a stable outlook) or Baa3 (with at least a stable outlook), as applicable.

"Consolidated Interest Expense" means, with respect to the Group, the amount of interest, discount, acceptance and commitment fees, amounts payable under interest rate hedging agreements and the interest element of payments under finance leases.

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"EBITDA" means the amount of the consolidated operating income of the Group:

(a)

plus depreciation, amortization and impairment loss; and

(b)

plus extraordinary and non-cash items of expense but only to the extent such items have been deducted in the determination of operating income; and

(c)

minus extraordinary and non-cash items of income, but only to the extent such items are included in operating income; and

(d)

minus amounts attributable to minority interests in excess of US$100,000,000.

"Relevant Period" means a period of twelve (12) months ending on the last day of a Financial Year or half year or, as the case may be, financial quarter of the Parent.

"Total Net Debt" means the total Financial Indebtedness of the Group (excluding, for the avoidance of doubt, any accrued Consolidated Interest Expense) minus the aggregate amount of cash and Cash Equivalent Investments held by the Group (in each case calculated using the twelve-month average US$/€ month-end spot rate).

"Total Net Interest Costs" means Consolidated Interest Expense of the Group less interest received and amounts received under interest rate hedging agreements less capitalised up-front debt issuance costs recorded as interest expense.

22.2

Financial condition

The Parent shall ensure that:

(a)

EBITDA to Total Net Interest Costs: The ratio of EBITDA to Total Net Interest Costs at each Calculation Date shall not be less than the ratio set out next to the relevant Calculation Date in the following tables:

EBITDA to Total Net Interest Costs	2025	2026	2027	2028	2029	2030
31 March	3.00:1.00	3.00:1.00	3.00:1.00	3.00:1.00	3.00:1.00	3.00:1.00
30 June	3.00:1.00	3.00:1.00	3.00:1.00	3.00:1.00	3.00:1.00	3.00:1.00
30 September	3.00:1.00	3.00:1.00	3.00:1.00	3.00:1.00	3.00:1.00	N/A
31 December	3.00:1.00	3.00:1.00	3.00:1.00	3.00:1.00	3.00:1.00	N/A

(b)

Total Net Debt to EBITDA: The ratio of Total Net Debt to EBITDA at each Calculation Date shall not be greater than the ratio set out next to the relevant Calculation Date in the following tables:

Total Net Debt to EBITDA	2025	2026	2027	2028	2029	2030
31 March	4.25:1.00	4.25:1.00	4.25:1.00	4.25:1.00	4.25:1.00	4.25:1.00
30 June	4.25:1.00	4.25:1.00	4.25:1.00	4.25:1.00	4.25:1.00	4.25:1.00
30 September	4.25:1.00	4.25:1.00	4.25:1.00	4.25:1.00	4.25:1.00	N/A
31 December	4.25:1.00	4.25:1.00	4.25:1.00	4.25:1.00	4.25:1.00	N/A

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22.3

Financial testing

The financial covenants set out in Clause ‎22.2 (Financial condition) shall be calculated in accordance with the applicable Accounting Principles and tested in relation to the Group on a consolidated basis by reference to each Compliance Certificate delivered in accordance with Clause 21.2 (Provision and contents of Compliance Certificate).

23.

General undertakings

The undertakings in this Clause ‎23 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

23.1

Authorisations

Each Obligor shall promptly:

(a)

obtain, comply with and do all that is necessary to maintain in full force and effect; and

(b)

supply certified copies to the Agent (at its request) of, any Authorisation required under any law or regulation of a Relevant Jurisdiction to:

(i)

enable it to perform its obligations under the Finance Documents; and

(ii)

ensure the legality, validity, enforceability or admissibility in evidence of any Finance Document to which it is a party.

23.2

Compliance with laws

(a)

Each Obligor shall (and the Obligors shall ensure that each other member of the Group will) comply in all respects with all laws (including Anti-Money Laundering Laws ) to which it may be subject, if (except as regards (i) Sanctions, to which Clause 23.20 (Use of proceeds and Sanctions) below applies, and (ii) Anti-Corruption Laws, to which Clause 23.21 (Anti-Corruption) below applies) failure so to comply has or is reasonably likely to have a Material Adverse Effect.

(b)

The Parent will maintain in effect and enforce policies and procedures designed to promote and achieve compliance by the Parent, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

23.3

Merger

No Obligor shall (and the Obligors shall ensure that no other member of the Group will) enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction other than a Permitted Merger or Permitted Acquisition.

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23.4

Change of business

The Obligors shall ensure that no substantial change is made to the general nature of the business of the Group from the Business.

23.5

Acquisitions

(a)

Except as permitted under paragraph (b) below, no Obligor shall (and the Obligors shall ensure that no other member of the Group will):

(i)

acquire a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them); or

(ii)

incorporate a company.

(b)

Paragraph (a) above does not apply to an acquisition of a company, of shares, securities or a business or undertaking (or, in each case, any equity or partnership interest in any of them), or the incorporation of a company or Joint Venture which is a Permitted Acquisition.

For purposes of this Clause 23.5, "securities" shall not include debt securities issued by any member of the Group.

23.6

Pari passu ranking

Each Obligor shall ensure that at all times any unsecured and unsubordinated claims of a Finance Party against it under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies.

23.7

Negative pledge

(a)

In this Clause ‎23.7, "Quasi-Security" means a transaction described in paragraph (b) below.

(b)

Except as permitted under paragraph (c) below:

(i)

No Obligor shall (and the Obligors shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.

(ii)

No Obligor shall (and the Obligors shall ensure that no other member of the Group will):

(A)

sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;

(B)

sell, transfer or otherwise dispose of any of its receivables on recourse terms (it being understood for the avoidance of doubt that a member of the Group may sell, transfer or otherwise dispose of its receivables on non-recourse terms);

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(C)

enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(D)

enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

(c)

Paragraphs (a) and (b) above do not apply to any Security or (as the case may be) Quasi-Security, which is Permitted Security.

23.8

Disposals

(a)

Except as permitted under paragraph (b) below, no Obligor shall (and the Obligors shall ensure that no other member of the Group will) enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset.

(b)

Paragraph (a) above does not apply to any sale, lease, transfer or other disposal which is a Permitted Disposal.

23.9

Loans or credit

(a)

Except as permitted under paragraph (b) below, no Obligor shall (and the Obligors shall ensure that no other member of the Group will) be a creditor in respect of any Financial Indebtedness.

(b)

Paragraph (a) above does not apply to a Permitted Loan.

23.10

No Guarantees or indemnities

(a)

Except as permitted under paragraph (b) below, no Obligor shall (and the Obligors shall ensure that no other member of the Group will) incur or allow to remain outstanding any guarantee in respect of any obligation of any person.

(b)

Paragraph (a) does not apply to a guarantee which is a Permitted Guarantee.

23.11

Dividends and share redemption

(a)

The Parent shall not declare, make or pay or allow any other member of the Group to declare, make or pay any Restricted Payment.

(b)

Paragraph (a) does not apply to a Restricted Payment which is a Permitted Restricted Payment.

23.12

Priority Financial Indebtedness

The Obligors shall ensure that at no time will Financial Indebtedness incurred or allowed to remain outstanding by all members of the Group (including members of the Group which are not Guarantors) that are not Obligors exceed in the aggregate five per cent. (5%) of the consolidated total assets of the Group.

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23.13

Pensions and employee benefit schemes

(a)

The Parent shall ensure that all pension schemes operated or maintained for the benefit of any member of the Group or any of its employees are maintained and fully funded on the basis of reasonable actuarial assumptions and valuations prepared by actuaries of recognised standing most recently used to account for such obligations in accordance with the applicable Accounting Principles and, in any case, in compliance with applicable law and the contracts governing their provision and that no action or omission is taken by any member of the Group in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect.

(b)

The Parent shall ensure that no member of the Group establishes any defined benefit occupational pension scheme.

(c)

The Parent shall deliver to the Agent copies of any actuarial reports prepared in relation to the pension schemes for the time being operated by or maintained for the benefit of members of the Group or any of its employees promptly after such reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to the Parent) or otherwise.

(d)

The Parent shall promptly notify the Agent of any material change in the rate of contributions to any pension schemes referred to in paragraph (a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise).

(e)

The Parent shall (and shall ensure that each of its Subsidiaries organised under the laws of the Republic of Italy will):

(i)

fully and timely pay and discharge all mandatory and supplementary social security and health care assistance contributions (including interest and penalties) which the same companies are requested to pay under applicable laws, regulations, by-laws and any agreement entered into by the same companies;

(ii)

duly and timely file or cause to be filed, according to applicable law, all social security returns and social security reports which are required to be filed by same companies;

(iii)

properly and entirely accrue in the financial statements the TFR (Trattamento di fine rapporto) with regard to all its employees according to the applicable laws; and

(iv)

make adequate provisions in their accounts, pertaining to mandatory and supplementary social security and health care contributions which have not been paid because they are not yet due under the terms of any applicable laws, regulations, by-laws and any agreement entered into by the same companies.

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23.14

Intellectual Property

Each Obligor shall (and the Obligors shall procure that each Group member will):

(a)

preserve and maintain the subsistence and validity of the Intellectual Property necessary for the business of the relevant Group member;

(b)

use reasonable endeavours to prevent any infringement in any material respect of the Intellectual Property;

(c)

make registrations and pay all registration fees and taxes necessary to maintain the Intellectual Property in full force and effect and record its interest in that Intellectual Property;

(d)

not use or permit the Intellectual Property to be used in a way or take any step or omit to take any step in respect of that Intellectual Property which may materially and adversely affect the existence or value of the Intellectual Property or imperil the right of any member of the Group to use such property; and

(e)

not discontinue the use of the Intellectual Property,

where failure to do so, in the case of paragraphs (a), (b) and (c) above, or in the case of paragraphs (d) and (e) above, such use, permission to use, omission or discontinuation, is reasonably likely to have a Material Adverse Effect.

23.15

No speculative Hedging Arrangements

No Obligor shall enter into any derivative transaction other than any derivative transaction entered into in connection with protection against or benefit from fluctuations in any rate or price.

23.16

ERISA reporting requirements

Each Obligor shall (and the Parent shall ensure that each relevant other member of the Group will):

(a)

ERISA Events and ERISA Reports:

(i)

promptly and in any event within ten (10) days after such Obligor or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, deliver to the Agent a statement of the finance director of the Parent describing such ERISA Event and the action, if any, that such Obligor or such ERISA Affiliate has taken and proposes to take with respect thereto; and

(ii)

on the date any records, documents or other information must be furnished to the PBGC with respect to any Plan pursuant to Section 4010 of ERISA, a copy of such records, documents and information;

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(b)

Plan Terminations: promptly and in any event within five (5) Business Days after receipt thereof by any Obligor or any ERISA Affiliate, deliver to the Agent copies of each notice from the PBGC stating its intention to terminate any Plan or to have a trustee appointed to administer any Plan;

(c)

Plan Annual Reports: promptly upon the written request of the Agent, deliver to the Agent copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) most recently filed by it with the Employee Benefits Security Administration of the United States with respect to each Plan; and

(d)

Multiemployer Plan notices: promptly and in any event within five (5) Business Days after receipt thereof by it or any ERISA Affiliate from the sponsor of a Multiemployer Plan, deliver to the Agent copies of each notice concerning:

(i)

the imposition of Withdrawal Liability by any such Multiemployer Plan;

(ii)

the termination, within the meaning of Title IV of ERISA, of any such Multiemployer Plan; or

(iii)

the amount of liability incurred, or that may be incurred, by such Obligor or any ERISA Affiliate in connection with any event described in paragraph (a)(i) or (a)(ii) above.

23.17

Italian segregation of assets or finanziamenti destinati

No Italian Obligor shall:

(a)

segregate assets or revenues pursuant to article 2447 bis (Patrimoni Destinati ad uno Specifico Affare) of the Italian Civil Code;

(b)

enter into any transaction which could qualify as a finanziamento destinato pursuant to article 2447-decies; or

(c)

issue any class of stock or any other financial instruments under article 2447-ter of the Italian Civil Code,

in each case, without the prior written consent of the Agent (acting on the instructions of the Majority Lenders).

23.18

Anti-Terrorism Laws

(a)

No Obligor shall engage in any transaction that violates any of the applicable prohibitions set forth in any Anti-Terrorism Law.

(b)

None of the funds or assets of such Obligor or its Subsidiaries that are used to repay the Facilities shall constitute property of, or shall be beneficially owned by, any Designated Person or be derived from transactions known to an Obligor to violate the prohibitions set forth in any Anti-Terrorism Law, and no Designated Person shall have any direct or indirect interest in such Obligor that would constitute a violation of any Anti-Terrorism Laws.

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23.19

US margin regulations

23.20

Use of proceeds and Sanctions

(a)

The undertakings in this Clause 23.20 remain in force from the date of this Agreement for as long as any amount is outstanding under the Finance Documents or any Commitment is in force:

(i)

the Borrower will not request any Utilisation, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, directly or indirectly, the proceeds of any Utilisation (including by lending, contributing or otherwise making available such proceeds to any Subsidiary, joint venture or any other person) (A) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person or in any Sanctioned Territory, or (B) in any other manner that would result in the violation of any Sanctions by any person. Each Obligor shall, and shall procure that each other member of the Group shall, not knowingly use any revenue or benefit derived from any activity or dealing with a Sanctioned Person to be used in discharging any obligation due or owing to the Finance Parties; and

(ii)

each Obligor shall, and shall procure that each other member of the Group shall, to the extent permitted by law promptly upon becoming aware of them supply to the Agent, who will distribute to each Lender, details of any claim, action, suit, proceedings or investigation against it with respect to Sanctions by any Sanctions Authority.

(b)

Notwithstanding anything to the contrary contained in this Agreement or in any other Finance Document, in relation to any Specified Lender the undertakings under this Clause 23.20 shall only apply for the benefit of such Specified Lender to the extent permissible under EU Regulation (EC) 2271/96. In connection with any amendment, waiver, determination or direction relating to any part of this Clause 23.20 of which a Specified Lender does not have the benefit, the Commitments of that Specified Lender will be excluded for the purpose of determining whether the consent of the Majority Lenders has been obtained or whether the determination or direction by the Majority Lenders has been made.

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23.21

Anti-Corruption

(a)

Neither the Parent nor any Obligor shall (and the Parent shall ensure that no other member of the Group will) directly or indirectly use the proceeds of the Facilities in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any Anti-Corruption Laws.

(b)

The Parent and each Obligor shall (and the Parent shall ensure that each other member of the Group will) not violate applicable Anti-Corruption Laws in any material respect.

23.22

Further assurance and Security following Debt Ratings decrease

(a)

The Parent and each Obligor shall (and the Parent shall procure that each other member of the Group will) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices, instructions and deeds of extension or confirmation) as the Common Security Agent may reasonably specify (and in such form as the Common Security Agent may reasonably require in favour of the Common Security Agent or its nominee(s)):

(i)

on or prior to the Facility A Utilisation Date, to extend or confirm the Existing Security created or intended to be created under or evidenced by the Existing Security (other than any Security described in Part I (Common Transaction Security), paragraph 6 of Schedule 6 of the Intercreditor Agreement, being the Security over an intercompany loan) (the "Relevant Existing Security") in favour of the Finance Parties;

(ii)

to perfect the Security created or intended to be created under or evidenced by the Relevant Existing Security (which may include the execution of a mortgage, charge, assignment or other Security or the extension or confirmation of any of the foregoing, over all or any of the assets which are, or are intended to be, the subject of such Relevant Existing Security) or for the exercise of any rights, powers and remedies of the Common Security Agent or the Finance Parties provided by or pursuant to the Finance Documents or by law;

(iii)

to confer on the Common Security Agent or confer on the Finance Parties Security over any property and assets of such Obligor located in any jurisdiction equivalent or similar to the Security intended to be conferred by or pursuant to the terms of such Relevant Existing Security; and

(iv)

to facilitate the realisation of the assets which are, or are intended to be, the subject of such Relevant Existing Security.

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(b)

If:

(i)

any two Public Debt Ratings (or any Public Debt Rating, if two Public Debt Ratings are issued) are either equal to BB or Ba2 or lower or have been withdrawn, then the Parent shall procure that, as soon as practicable and in any event within ninety (90) days after the relevant Public Debt Rating(s) or Public Debt Rating withdrawal(s) or reduction(s) become(s) public, Security is granted in favour of the Finance Parties by:

(A)

each Obligor over each intercompany note or loan in excess of US$10,000,000 (or its equivalent in any other currency or currencies) between the Obligor as creditor and a member of the Group as debtor; and

(B)

each member of the Group over each intercompany note or loan in excess of US$10,000,000 (or its equivalent in any other currency or currencies) between such member of the Group as creditor and an Obligor as debtor,

whether documented by a promissory note or otherwise; and

(ii)

any Public Debt Rating is equal to BB- or Ba3 or lower (in circumstances where the remaining Public Debt Ratings are equal to BB+ or Ba1 or lower) or any Public Debt Rating has been withdrawn, then the Parent shall procure that, as soon as practicable and in any event within ninety (90) days after the relevant Public Debt Rating(s) or Public Debt Rating withdrawal(s) or reduction(s) become(s) public, Security is granted over:

(A)

the intercompany note or loan referred to in paragraph (b)(i) above, to the extent it has not already been granted in favour of the Finance Parties; and

(B)

all of the accounts receivable under contracts for the supply of goods and services to customers of the Material Subsidiaries,

it being understood that granting of Security under this paragraph (b) will not be required to the extent that it would cause a default (however defined) under any "equal and rateable security" or "most favoured nation" provisions (or other provisions of equivalent effect) under the Pari Passu Indebtedness due to an inability (despite the exercise of reasonable commercial endeavours) to overcome any obstacle to compliance with such provisions.

(c)

If at any time after the date of this Agreement:

(i)

any new Security or Quasi-Security is granted over assets of the Group in favour of the holders or creditors of Pari Passu Indebtedness; or

(ii)

any Relevant Existing Security, other existing Security or Quasi Security is amended on terms favourable to the holders or creditors of Pari Passu Indebtedness,

then, at the same time any such grant or amendment becomes effective, the Parent shall do all acts and deliver all documents as are necessary (including accessions pursuant to Clause 26 (Changes to the Obligors)) to procure that the Finance Parties receive the benefit of the same or substantially the same new Security or Quasi-Security (on the same or substantially the same terms and conditions) or receive the benefit of the same or substantially the same amended terms (as the case may be) in substance and form satisfactory to the Agent (acting reasonably).

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(d)

With respect to any Security or Quasi-Security granted or to be granted by any member of the Group pursuant to paragraphs (a), (b) and (c) above (the "Transaction Security"), each Obligor shall, as soon as reasonably practicable following the relevant public announcement (or in the case of any Transaction Security granted to holder of Pari Passu Indebtedness, at the same time as such Transaction Security is so granted), do all such acts or execute all such documents as the Agent may reasonably specify (and in such form as the Agent may reasonably require) to grant and perfect the Transaction Security created or intended to be created under or evidenced by the relevant security documents entered into with respect to the Transaction Security (the "Security Documents") and shall thereafter take all such action as is available to it (including making all filings and registrations and entering into any deeds of extension or confirmation) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Transaction Security conferred or intended to be conferred by or pursuant to the Security Documents, in each case promptly following a reasonable request of the Agent (including following the completion of any Permitted Merger).

(e)

With respect to the granting of any Security or Quasi-Security granted or to be granted by any member of the Group pursuant to paragraphs (a), (b) and (c) above, the obligation shall be subject always to the Agreed Security Principles. With respect to the granting of Security over accounts receivable referred to in paragraph (c) above in circumstances where Agreed Security Principle 2.1(d) relating to third party arrangements would apply due to the requirement of third party consent, then the Parent shall request such consent within the applicable timeframe in respect of accounts receivable that together, at that time, constitute a percentage of consolidated Group revenues that is at least the greater of (i) the percentage of revenues represented by the ten (10) largest relevant contracts by revenue and (ii) twenty-five per cent. (25%).

(f)

In this Agreement, "Pari Passu Indebtedness" means any Financial Indebtedness incurred by any member of the Group pursuant to any loan, facility, any public or private financing in the domestic or international debt capital markets (including any public or private bond issue, placement or note, security or other debt issuance or indebtedness), in each case incurred by any member of the Group (including the Existing Indebtedness) as well as any Financial Indebtedness incurred by any member of the Group for the purposes of refinancing any of such Financial Indebtedness but excludes Financial Indebtedness which is secured by Security that falls within the basket set out in paragraph (o) of the definition of "Permitted Security".

(g)

The provisions of Clause 23.22 (Further assurance and Security following Debt Ratings decrease) shall continue with full force and effect notwithstanding any intervening application of Clause 36.7(a) (Release of Security on Permitted Disposal and investment grade rating) and in the event that the relevant trigger conditions are met subsequently, the Parent shall again be obliged to procure the granting of Security in accordance with this Clause 23.22.

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23.23

Guarantor threshold test and Additional Guarantors

(a)

Subject in each case to the Agreed Security Principles, the Parent shall do all acts and deliver all documents as are necessary, including procuring accessions pursuant to Clause 26 (Changes to the Obligors), to ensure that commencing from the Facility A Utilisation Date and by reference to the Compliance Certificate and accompanying financial statements to be delivered pursuant to Clause 21.2(b) (Provision and contents of Compliance Certificate):

(i)

the ratio of:

(A)

the sum of the total unconsolidated assets of the Guarantors and of the Borrower excluding the Excluded Assets to

(B)

the consolidated total assets of the Group excluding Excluded Assets is greater than or equal to:

(1)

eighty-five per cent. (85%); or

(2)

effective as of the Project Voyager Closing Date, eighty per cent. (80%); and

(ii)

the ratio of:

(A)

the unconsolidated aggregate earnings before interest, taxes, depreciation and amortisation (calculated on the same basis as EBITDA is calculated but excluding the Excluded EBITDA Entries) of the Guarantors and of the Borrower to

(B)

EBITDA of the Group excluding Excluded EBITDA Entries is greater than or equal to:

(1)

eighty-five per cent. (85%); or

(2)

effective as of the Project Voyager Closing Date, eighty per cent. (80%); and

(b)

For the purposes of paragraph (a) above, the consolidated total assets and EBITDA of the Group shall exclude (i) the total assets and EBITDA of Subsidiaries with negative assets or negative EBITDA, and (ii) the total assets and EBITDA of all Subsidiaries which the Agent (acting reasonably) is satisfied are either not eligible (on the basis of the Agreed Security Principles) to be Guarantors or over whose shares (on the basis of the Agreed Security Principles) no Security is required to be granted.

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(c)

If at any time after the date of this Agreement:

(i)

any new guarantee is granted in favour of any holder or creditor of Pari Passu Indebtedness; or

(ii)

any guarantee is amended on terms favourable to the holders or creditors of Pari Passu Indebtedness,

then, at the same time any such grant or amendment becomes effective, the Parent shall do all acts and deliver all documents as are necessary (including accessions pursuant to Clause 26 (Changes to the Obligors)) to procure that the Finance Parties receive the benefit of the same or substantially the same new guarantee (on the same or substantially the same terms and conditions) or receive the benefit of the same or substantially the same amended terms (as the case may be) in substance and form satisfactory to the Agent (acting reasonably).

(d)

With respect to any guarantee granted or to be granted by any member of the Group pursuant to paragraphs (a) or (c) above, the obligation shall be subject always to the Agreed Security Principles.

23.24

MFN to financial covenants and mandatory prepayments

(a)

If at any time:

(i)

any new financial covenant is put in place in favour of any holder or creditor of Pari Passu Indebtedness; or

(ii)

the levels of any financial covenant in favour of the holders or creditors of Pari Passu Indebtedness are amended to become more stringent than the levels of the same or an equivalent financial covenant in favour of the Finance Parties under this Agreement,

then, at the same time any such financial covenant is put in place, becomes more stringent or such amendment becomes effective, the Parent shall do all acts and deliver all documents as are necessary (including entering into an amendment and restatement of this Agreement) to procure that the Finance Parties receive the benefit of the same or substantially the same financial covenants (on the same or substantially the same terms and conditions and at substantially the same levels) (as the case may be) in substance and form satisfactory to the Agent (acting reasonably).

(b)

If at any time:

(i)

any new mandatory prepayment provision is put in place in favour of any holder or creditor of Pari Passu Indebtedness; or

(ii)

any mandatory prepayment provision in favour of the holders or creditors of Pari Passu Indebtedness is or is amended to become more favourable than any mandatory prepayment provision in favour of the Finance Parties under this Agreement,

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then, at the same time any such mandatory prepayment provision is put in place, or such amendment becomes effective, the Parent shall do all acts and deliver all documents as are necessary (including entering into an amendment and restatement of this Agreement) to procure that the Finance Parties receive the benefit of the same or substantially the same mandatory prepayment provisions (on the same or substantially the same terms and conditions) (as the case may be) in substance and form satisfactory to the Agent (acting reasonably), it being understood, for the avoidance of doubt, that the application of a premium or make-whole to the amount of a mandatory prepayment that, in each case, is customary for the relevant type of note or instrument will not be taken into account in determining whether or not the relevant mandatory prepayment is more favourable.

(c)

For purposes of this Clause 23.24, the Agent may (without receiving any instructions from the Majority Lenders) agree with the Parent any documents as are necessary (including entering into an amendment and restatement of this Agreement) to procure that the Finance Parties receive the benefit of the same or substantially the same (i) financial covenants (on the same or substantially the same terms and conditions and at substantially the same levels) (as the case may be) or (ii) mandatory prepayment provisions (on the same or substantially the same terms and conditions) (as the case may be).

23.25

Lotto Concession undertaking

The Borrower shall notify the Agent of any Lotto Concession Event promptly upon becoming aware of its occurrence.

24.

Events of Default

Each of the events or circumstances set out in this Clause 24 is an Event of Default.

24.1

Non-payment

An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable unless such failure to pay is due to administrative or technical error and payment is made within three (3) Business Days of its due date.

24.2

Financial covenants and other obligations

Any requirement of Clause 22 (Financial Covenants) is not satisfied or an Obligor does not comply with the provisions of Clauses 23.7 (Negative pledge), 23.8 (Disposals), 23.20 (Use of proceeds and Sanctions), 23.21 (Anti-Corruption), 23.11 (Dividends and share redemption) or Clause 23.12 (Priority Financial Indebtedness).

24.3

Other obligations

(a)

An Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause ‎24.1 (Non-payment) and Clause ‎24.2 (Financial covenants and other obligations)).

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(b)

No Event of Default under paragraph (a) above will occur if (i) the failure to comply is capable of remedy and is remedied within twenty (20) Business Days of the Agent giving notice to the Parent or relevant Obligor or the Parent or an Obligor becoming aware of the failure to comply.

24.4

Misrepresentation

Any representation or statement made or deemed to be made by an Obligor in the Finance Documents or any other document delivered by or on behalf of any Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading when made or deemed to be made and, if capable of cure, is not cured within twenty (20) Business Days.

24.5

Cross-default

(a)

Any Financial Indebtedness of any member of the Group is not paid when due nor within any originally applicable grace period.

(b)

Any Financial Indebtedness of any member of the Group is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(c)

Any commitment for any Financial Indebtedness of any member of the Group is cancelled or suspended by a creditor of any member of the Group as a result of an event of default (however described).

(d)

Any creditor of any member of the Group becomes entitled to declare any Financial Indebtedness of any member of the Group due and payable prior to its specified maturity as a result of an event of default (however described).

(e)

No Event of Default will occur under this Clause ‎24.5 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) through (d) above is less than US$75,000,000 or its equivalent in any other currency or currencies.

24.6

Insolvency

(a)

An Obligor or Material Subsidiary is unable or admits inability to pay its debts as they fall due or is deemed to or declared to be unable to pay its debts under applicable law, suspends or threatens to suspend making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding any Finance Party in its capacity as such) with a view to rescheduling any of its indebtedness.

(b)

The value of the assets of any Obligor or Material Subsidiary is less than its liabilities (taking into account contingent and prospective liabilities) and such circumstances continue for sixty (60) days commencing on the earlier of the date when the directors of such Obligor acknowledge or have evidence that such circumstances exist.

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(c)

Any circumstance contemplated under Section 2447 of the Italian Civil Code occurs in relation to an Italian Obligor and:

(i)

no shareholders meeting takes place for the recapitalisation of such Italian Obligor; or

(ii)

the recapitalisation of such Italian Obligor is not completed,

in each case within sixty (60) days of the earlier of the date when the directors of such Italian Obligor acknowledge or have evidence that such circumstance is in existence.

(d)

A moratorium is declared in respect of any indebtedness of an Obligor or Material Subsidiary. If a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium.

24.7

Insolvency proceedings

(a)

Any corporate action, legal proceedings or other procedure or step (including a petition or a judicial or court order) is taken or filed in relation to:

(i)

the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration, bankruptcy, other insolvency proceedings or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of an Obligor (other than an Italian Obligor) or Material Subsidiary;

(ii)

a composition, compromise, assignment or arrangement with any creditor of an Obligor (other than an Italian Obligor) or Material Subsidiary;

(iii)

the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of an Obligor (other than an Italian Obligor) or Material Subsidiary or any of its assets;

(iv)

enforcement of any Security over any assets of an Obligor (other than an Italian Obligor) or Material Subsidiary;

(v)

enforcement of any Security over any asset or assets of the Parent having an aggregate value greater than or equal to US$75,000,000 or its equivalent in any other currency or currencies; or

(vi)

Italian Insolvency Proceedings,

or any analogous procedure or step is taken in any jurisdiction.

(b)

Paragraph (a) shall not apply to:

(i)

any winding-up petition against any Obligor (other than an Italian Obligor) or Material Subsidiary which is frivolous or vexatious and is discharged, stayed or dismissed within sixty (60) days of commencement or, if earlier, the date on which it is advertised; or

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(ii)

any petition filed by creditors against an Italian Obligor in respect of an Italian Insolvency Proceeding to the extent that (a) such Italian Obligor (or the Borrower on its behalf) is contesting in good faith and by appropriate means such petition, (b) such Italian Obligor (or the Borrower on its behalf) provides evidence to the Lenders that it is reasonably likely that such petition will be discharged within ninety (90) days of its filing and (c) such petition is discharged within ninety (90) days of its filing.

24.8

Creditors' process

Pursuant to any creditor's process, any expropriation, attachment, sequestration, distress or execution or any analogous process in any jurisdiction affects any asset or assets of an Obligor or Material Subsidiary having an aggregate value greater than or equal to US$35,000,000 or its equivalent in any other currency or currencies and is not discharged within sixty (60) days.

24.9

Unlawfulness and invalidity

(a)

It is or becomes unlawful for an Obligor to perform any of its material obligations under the Finance Documents.

(b)

Any obligation or obligations of any Obligor under any Finance Documents are not or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Lenders under the Finance Documents.

(c)

Any Finance Document ceases to be in full force and effect in any material respect ceases to be legal, valid, binding, enforceable or effective or is alleged by a party to it (other than a Finance Party) to be ineffective.

24.10

Cessation of business

Any Obligor or any Material Subsidiary suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a substantial part of its business except as a result of a Permitted Disposal or a Permitted Merger.

24.11

Repudiation and rescission of agreements

An Obligor (or any other relevant party) rescinds or purports to rescind or repudiates or purports to repudiate a Finance Document or a material provision thereof or evidences an intention to rescind or repudiate a Finance Document or a material provision thereof.

24.12

Litigation

Any litigation, or administrative, proceedings are commenced or threatened in writing against an Obligor or any Material Subsidiary which have been adversely determined, or would be reasonably likely to be adversely determined and if so determined, be reasonably likely to have, a Material Adverse Effect.

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24.13

Material adverse change

Any event or circumstance occurs which has or is reasonably likely to have a Material Adverse Effect.

24.14

ERISA Events of Default

(a)

Any ERISA Event shall have occurred with respect to a Plan and such ERISA Event taken together with the sum (determined as of the date of occurrence of such ERISA Event) of the Insufficiency of such Plan and the Insufficiency of any and all other Plans with respect to which an ERISA Event shall have occurred and then exist (or the liability of the Obligors and the ERISA Affiliates related to such ERISA Event) and shall have caused, or shall reasonably be expected to cause, a Material Adverse Effect.

(b)

Any ERISA Event shall have occurred with respect to a plan that shall have caused or shall be reasonably be expected to have a Material Adverse Effect.

(c)

Any Obligor or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that it has incurred Withdrawal Liability to such Multiemployer plan in an amount that, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Obligors and the ERISA Affiliates as Withdrawal Liability (determined as of the date of such notification), shall be reasonably expected to cause a Material Adverse Effect.

(d)

Any Obligor or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of title IV of ERISA, and as a result of such termination the aggregate annual contributions of the Obligors and the ERISA Affiliates to all Multiemployer Plans that are then being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the plan years of such Multiemployer plans immediately preceding the plan year in which such termination occurs by an amount that shall be reasonably expected to cause a Material Adverse Effect.

24.15

US insolvency proceedings

(a)

An involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction in the United States seeking:

(i)

relief in respect of any Obligor or Material Subsidiary, or of a substantial part of the property or assets of any Obligor or Material Subsidiary, under US Bankruptcy Law;

(ii)

the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Obligor or Material Subsidiary or for a substantial part of the property or assets of any Obligor or Material Subsidiary; or

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(iii)

the winding-up or liquidation of any Obligor or Material Subsidiary,

and such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered.

(b)

Any Obligor or Material Subsidiary shall:

(i)

voluntarily commence any proceeding or file any petition seeking relief under US Bankruptcy Law; or

(ii)

apply for or consent to the appointment, pursuant to the laws of the United States or any state thereof, of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Obligor or Material Subsidiary or for a substantial part of the property or assets of any Obligor or Material Subsidiary.

24.16

Acceleration

(a)

On and at any time after the occurrence of an Event of Default (other than an Event of Default referred to in paragraph (b) below) which is continuing the Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower:

(i)

cancel the Total Commitments at which time they shall immediately be cancelled;

(ii)

declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, at which time they shall become immediately due and payable;

(iii)

declare that all or part of the Loans be payable on demand, at which time they shall immediately become payable on demand by the Agent (acting on the instructions of the Majority Lenders); or

(iv)

exercise or direct the Common Security Agent to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents.

(b)

If an Event of Default occurs under Clause 24.15 (US insolvency proceedings) in respect of an Obligor:

(i)

the Commitments shall immediately be cancelled; and

(ii)

all of the Loans, together with accrued interest, and all other amounts accrued under the Finance Documents shall be immediately due and payable,

in each case automatically and without any direction, notice, declaration or other act.

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25.

Changes to the Lenders

25.1

Assignments and transfers by the Lenders

Subject to this Clause 25.1, a Lender (the "Existing Lender") may:

(a)

assign any of its rights; or

(b)

transfer by novation any of its rights and obligations,

under any Finance Document to another bank or financial institution or to a trust, fund or any insurance or reinsurance company or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the "New Lender").

25.2

Conditions of assignment or transfer

(a)

Except where such assignment or transfer is from a Lender to an Affiliate, another Lender or a Related Fund, the minimum amount of any assignment or transfer undertaken pursuant to this Clause 25 must be greater than or equal to €5,000,000.

(b)

The consent of the Parent shall be required for any assignment or transfer by an Existing Lender of any of such Existing Lender's rights or obligations under this Agreement, unless the transfer or assignment is:

(i)

to another Lender or an Affiliate of a Lender;

(ii)

to the European Central Bank for refinancing purposes; or

(iii)

following an Event of Default which is continuing.

Where the consent of the Parent is required, it shall not be unreasonably withheld or delayed, and shall be deemed to have been given if no response has been received from the Parent within five (5) Business Days of the date of the request for its consent.

(c)

An assignment will only be effective on:

(i)

receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties (as defined under the Intercreditor Agreement) as it would have been under if it had been an Existing Lender; and

(ii)

the performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Lender and the New Lender.

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(d)

If:

(i)

a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

(ii)

as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 14 (Tax Gross Up and Indemnities) or Clause 15.1 (Increased costs),

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under such Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

(e)

Any Lender may, without the consent of any Obligor, at any time sub-participate or sub-contract any of its rights or obligations under the Finance Documents.

(f)

By becoming party to this Agreement each Obligor expressly grants its consent to any assignment or transfer of the rights and obligations from an Existing Lender to a New Lender for the purposes of article 1407 of the Italian Civil Code.

25.3

Assignment or transfer fee

Unless the Agent otherwise agrees and excluding an assignment or transfer (i) to an Affiliate of a Lender, (ii) to a Related Fund or (iii) made in connection with primary syndication of the Facilities, the New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Agent (for its own account) a fee of €5,000.

25.4

Limitation of responsibility of Existing Lenders

(a)

Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(i)

the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;

(ii)

the financial condition of any Obligor;

(iii)

the performance and observance by any Obligor or any other member of the Group of its obligations under the Finance Documents or any other documents; or

(iv)

the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,

and any representations or warranties implied by law are excluded.

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(b)

Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

(i)

has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Finance Document; and

(ii)

will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

(c)

Nothing in any Finance Document obliges an Existing Lender to:

(i)

accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 25; or

(ii)

support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise.

25.5

Procedure for transfer

(a)

Subject to the conditions set out in Clause ‎25.2 (Conditions of assignment or transfer), a transfer is effected in accordance with paragraph (d) below when:

(i)

the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender; and

(ii)

the New Lender has acceded to the Intercreditor Agreement as an Acceding Credit Facility Lender (under and as defined in the Intercreditor Agreement) by executing a Creditor/Creditor Representative Accession Undertaking (as such term is defined in the Intercreditor Agreement).

(b)

The Agent shall, subject to paragraph (c) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.

(c)

The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender upon its completion of all "know your customer" or other checks relating to any person that it is required to carry out in relation to the transfer to such New Lender.

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(d)

On the Transfer Date:

(i)

to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "Discharged Rights and Obligations");

(ii)

each of the Obligors and the New Lender shall assume obligations towards one another or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as such Obligors and the New Lender have assumed or acquired the same in place of that Obligor and the Existing Lender;

(iii)

the Agent, the Arranging Parties, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Existing Lender with the rights, or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arranging Parties and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and

(iv)

the New Lender shall become a Party as a "Lender".

25.6

Procedure for assignment

(a)

Subject to the conditions set out in Clause ‎25.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when:

(i)

the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement; and

(ii)

(b)

The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or similar checks under all applicable laws and regulations in relation to the assignment to such New Lender.

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(c)

On the Transfer Date:

(i)

the Existing Lender will assign absolutely to the New Lender the rights under the Finance Documents expressed to be the subject of the assignment in the Assignment Agreement;

(ii)

the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the "Relevant Obligations") and expressed to be the subject of the release in the Assignment Agreement; and

(iii)

the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent to the Relevant Obligations.

(d)

Lenders may utilise procedures other than those set out in this Clause 25.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Obligor or unless in accordance with Clause 25.5 (Procedure for transfer), to obtain a release by that Obligor from the obligations owed to that Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender); provided that they comply with the conditions set out in Clause 25.2 (Conditions of assignment or transfer).

25.7

Copy of Transfer Certificate or Assignment Agreement to the Parent

The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate or an Assignment Agreement, send to the Parent a copy of such Transfer Certificate or such Assignment Agreement.

25.8

Security over Lenders' rights

(a)

In addition to the other rights provided to Lenders under this Clause 25, each Lender may without consulting with or obtaining consent from any Obligor or any other person, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of such Lender including:

(i)

any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and

(ii)

in the case of any Lender which is a fund, any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by such Lender as Security for such obligations or securities,

except that no such charge, assignment or Security shall:

(A)

release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security for the Lender as a party to any of the Finance Documents; or

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(B)

require any payments to be made by an Obligor other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the relevant Lender under the Finance Documents.

(b)

Notwithstanding any provision to the contrary, upon the enforcement of any charge, assignment or other Security referred to under paragraph (a) above, the beneficiary thereof (the "Beneficiary") shall deliver notice of that enforcement to the Agent, such notice shall take effect in accordance with its terms, and the Beneficiary shall, upon completion of the conditions referred to in paragraph (c) of Clause 25.2 (Conditions of assignment or transfer), become a Party as a New Lender in respect of the rights which are subject to that charge, assignment or Security.

(c)

The Borrower shall, promptly following a request in writing from the Agent on behalf of any relevant Lender, take reasonable steps to acknowledge the assignment, charge, pledge or Security granted over any Lender's rights under or pursuant to this Clause 25.8 and (as applicable) the enforcement thereof.

25.9

Disclosure to numbering service providers

(a)

Any Finance Party may disclose to any national or international numbering service provider appointed by such Finance Party to provide identification numbering services in respect of this Agreement, the Facilities and one or more Obligors the following information:

(i)

names of Obligors;

(ii)

country of domicile of Obligors;

(iii)

place of incorporation of Obligors;

(iv)

date of this Agreement;

(v)

Clause 41 (Governing Law);

(vi)

the names of the Agent and the Arranging Parties;

(vii)

date of each amendment and restatement of this Agreement;

(viii)

amount of Total Commitments;

(ix)

currencies of the Facilities;

(x)

type of the Facilities;

(xi)

ranking of the Facilities;

(xii)

Final Maturity Date for the Facilities;

(xiii)

changes to any of the information previously supplied pursuant to paragraphs (i) to (xii) above; and

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(xiv)

such other information agreed between such Finance Party and the Parent,

to enable such numbering service provider to provide its usual syndicated loan numbering identification services.

(b)

The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facilities and one or more Obligors by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.

(c)

Each Obligor represents that none of the information set out in paragraphs (i) to (xiv) of paragraph (a) above is, nor will at any time be, unpublished price-sensitive information.

(d)

The Agent shall notify the Parent and the other Finance Parties of:

(i)

the name of any numbering service provider appointed by the Agent in respect of this Agreement, the Facilities and one or more Obligors; and

(ii)

the number or, as the case may be, numbers assigned to this Agreement, the Facilities and one or more Obligors by such numbering service provider.

26.

Changes to the Obligors

26.1

Assignment and transfers by Obligors

Save in the context of a Permitted Merger, no Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

26.2

Additional Guarantors

(a)

Subject to compliance with the provisions of paragraphs (b) and (c) of Clause ‎21.6 ("Know your customer" checks), the Parent may request that any of its wholly owned Subsidiaries become a Guarantor (each an "Additional Guarantor").

(b)

Subject always to the provisions of Clause 23.23 (Guarantor threshold test and Additional Guarantors), the Parent shall procure that from time to time, each member of the Group required to comply with Clause 23.23 (Guarantor threshold test and Additional Guarantors) will accede to this Agreement as an Additional Guarantor, in each case subject to delivery of the documentation referred to in paragraph (c)(iii) below.

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(c)

A member of the Group which is a wholly owned Subsidiary of the Parent shall become an Additional Guarantor if:

(i)

the Majority Lenders have approved such member of the Group becoming an Additional Guarantor; provided that the approval of the Majority Lenders shall not be required, and the Agent may approve such member of the Group becoming an Additional Guarantor without receiving any instructions from the Majority Lenders, if any proposed Additional Guarantor (1) is incorporated, organised or formed under the laws of the United States or any state thereof (including the District of Columbia), England and Wales, a member state of the European Union or the European Economic Area or Canada or any province or territory thereof or (2) is becoming an Additional Guarantor in connection with the Borrower's compliance with Clause 23.23 (Guarantor threshold test and Additional Guarantors);

(ii)

the Borrower and the proposed Additional Guarantor deliver to the Agent a duly completed and executed Accession Letter; and

(iii)

the Agent has received all of the documents and other evidence listed in Part III of Schedule 2 (Conditions Precedent) in relation to the proposed Additional Guarantor, each in form and substance satisfactory to the Agent.

(d)

In the case of an Additional Guarantor incorporated under the laws of the Republic of Italy, the Parties will agree to appropriate changes to the guarantee limitation set out in Clause 19.12 (Italian guarantee limitations).

(e)

The Agent shall notify the Parent and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part III of Schedule 2 (Conditions Precedent).

(f)

Notwithstanding anything to the contrary in this Agreement, a Subsidiary of the Parent that is a controlled foreign corporation (as such term is defined in Section 957 of the Code) may not (and shall not be obligated to) become a Guarantor for purposes of the Finance Documents.

26.3

Resignation of a Guarantor

(a)

The Parent may request that a Guarantor ceases to be a Guarantor by delivering to the Agent a Resignation Letter if:

(i)

that Guarantor is being disposed of by way of a Third Party Disposal and the Parent has confirmed this is the case;

(ii)

following the completion of any Permitted Transaction, any Guarantor ceases to be a Material Subsidiary; or

(iii)

all the Lenders have consented to the resignation of that Guarantor.

(b)

The Agent shall accept a Resignation Letter and notify the Parent and the Lenders of its acceptance if:

(i)

the Parent has confirmed that no Default is continuing or would result from the acceptance of the Resignation Letter; and

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(ii)

no payment is due from the Guarantor under Clause 19.1 (Guarantee and indemnity).

(c)

The resignation of a Guarantor under paragraph (a)(i) above shall not be effective until the date of the relevant Third Party Disposal at which time that company shall cease to be a Guarantor and shall have no further rights or obligations under the Finance Documents as a Guarantor.

26.4

Repetition of Representations

Delivery of an Accession Letter constitutes confirmation by the relevant Subsidiary that the representations and warranties referred to in paragraph (a)(ii) of Clause 20.25 (Repetition) are true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing.

27.

Role of the Agent, the Arranging Parties, the Global Coordinator and others

27.1

Appointment

(a)

Each of the Arranging Parties and each of the Lenders irrevocably appoints Mediobanca – Banca di Credito Finanziario S.p.A. to act on its behalf as the Agent hereunder and under the other Finance Documents and authorises the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.

(b)

Upon the request of the Parent referred to under paragraph (c) of the definition of "Margin", the Borrower shall enter into a mandate letter with Bank of America Europe Designated Activity Company by no later than 14 September 2026 appointing it to act as Sustainability Coordinator under this Agreement (including for the purposes of the negotiations referred to in paragraph (c) of the definition of "Margin") (it being understood and agreed that no remuneration shall be due to the Sustainability Coordinator by the Borrower or any other member of the Group under such mandate letter). The Borrower shall promptly notify the Agent in writing of such appointment, and the Agent shall notify the Arranging Parties and the Lenders promptly upon receipt of the relevant notice from the Borrower. Each of the Arranging Parties and each of the Lenders shall be deemed to agree to such appointment.

(c)

Each of the Arranging Parties and each of the Lenders authorises the Global Coordinator, Bookrunner and Mandated Lead Arranger and the Sustainability Coordinator to exercise the rights, powers, authorities and discretions specifically given to the Global Coordinator, Bookrunner and Mandated Lead Arranger and the Sustainability Coordinator under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

(d)

Unless otherwise expressly stated, the provisions of this Clause 27 are solely for the benefit of the Agent, the Arranging Parties, the Sustainability Coordinator and the Lenders and no Obligor shall have rights as a third party beneficiary of any of such provisions.

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27.2

Rights as a Lender

The person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Agent and the term "Lender" or "Lenders" shall, unless otherwise expressly indicated or unless the context otherwise requires, include the person serving as the Agent hereunder in its individual capacity. Such person and its Affiliates may accept deposits from, lend money to, act as the financial adviser or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such person were not the Agent hereunder and without any duty to account therefor to the Lenders.

27.3

Duties of the Agent

(a)

The Agent shall promptly forward to a Party the original or a copy of any document which is delivered to it for such Party by any other Party.

(b)

Without prejudice to Clause 25.7 (Copy of Transfer Certificate or Assignment Agreement to the Parent), paragraph (a) above shall not apply to any Transfer Certificate or any Assignment Agreement.

(c)

Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

(d)

If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.

(e)

If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent or the Arranging Parties) under this Agreement, it shall promptly notify the other Finance Parties.

(f)

The duties of the Agent under the Finance Documents are solely mechanical and administrative in nature.

(g)

Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent, the Arranging Parties or the Bookrunners is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law, regulation or a breach of a fiduciary duty or duty of confidentiality.

27.4

Roles of the Global Coordinator, Bookrunner and Mandated Lead Arranger and the Sustainability Coordinator

Except as specifically provided in the Finance Documents, the Global Coordinator, Bookrunner and Mandated Lead Arranger and the Sustainability Coordinator have no obligations of any kind to any other Party under or in connection with any Finance Document.

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27.5

No fiduciary duties

(a)

Nothing in this Agreement constitutes the Agent, the Global Coordinator, Bookrunner and Mandated Lead Arranger or the Sustainability Coordinator as a trustee or fiduciary of any other person.

(b)

None of the Agent, the Global Coordinator, Bookrunner and Mandated Lead Arranger or the Sustainability Coordinator shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

27.6

Business with the Group

The Agent, the Global Coordinator, Bookrunner and Mandated Lead Arranger and the Sustainability Coordinator may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group.

27.7

Rights and discretions of the Agent

The Agent:

(a)

may rely on any representation, notice or document believed by them to be genuine, correct and appropriately authorised;

(b)

may rely on any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify;

(c)

may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders; and

(d)

may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.

27.8

Majority Lenders' instructions

(a)

Unless a contrary indication appears in a Finance Document, the Agent shall exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent).

(b)

Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties.

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(c)

The Agent is not authorised to act on behalf of a Lender (without first obtaining such Lender's consent) in any legal or arbitration proceedings relating to any Finance Document.

(d)

In making any determination with a view to granting or refusing a consent under this Agreement, the Majority Lenders shall act reasonably in making such determination.

27.9

Exculpatory provisions

The Agent shall not have any duties or obligations except those expressly set forth herein and in the other Finance Documents. Without limiting the generality of the foregoing, the Agent:

(a)

shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b)

shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Finance Documents that it is required to exercise as directed in writing by the Majority Lenders (or such other number of percentage of the Lenders as shall be expressly provided for herein or in the Finance Documents); provided that it shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose it to liability or that is contrary to any Finance Document or applicable law;

(c)

shall not, except as expressly set forth herein and in the other Finance Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the person serving as the Agent or any of its Affiliates in any capacity;

(d)

shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary, or as it shall believe in good faith shall be necessary, under the circumstances as provided in Clauses 36.1 (Required consents) and ‎24.16 (Acceleration)) or (ii) in the absence of its own gross negligence or wilful misconduct. The Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to it by the Borrower, a Lender or another agent of the Finance Parties under this Agreement; and

(e)

shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Finance Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Finance Document or any other agreement, instrument or document.

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27.10

Reliance by the Agent

(a)

The Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper person.

(b)

The Agent also may rely upon any statement made to the Agent orally or by telephone and believed by it to have been made by the proper person and shall not incur any liability for relying thereon.

(c)

In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Agent may presume that such condition is satisfactory to such Lender unless the Agent shall have received notice to the contrary from such Lender prior to the making of such Loan.

(d)

The Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

27.11

Replacement of the Agent

(a)

After consultation with the Parent, the Majority Lenders may, by giving thirty (30) days' notice to the Agent (or, where any one of them is an Impaired Agent, by giving such shorter notice agreed to by the Majority Lenders), replace the Agent by appointing a successor which shall be a bank with offices in the United Kingdom, a Participating Member State or the United States, or an Affiliate of any such bank with offices in the Republic of Italy.

(b)

The retiring Agent shall (at its own cost if it is an Impaired Agent and otherwise at the expense of the Lenders) make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.

(c)

The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Agent. As from this date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 27 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) such date).

(d)

Any successor Agent and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

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27.12

Delegation of Duties

(a)

The Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Finance Document by or through any one or more sub-agents appointed by the Agent.

(b)

The Agent and any such sub-agent may perform all of its duties and exercise its rights and powers by or through their respective Related Parties.

(c)

The provisions of Clause ‎27.9 (Exculpatory provisions) shall apply to any such sub-agent and to the Related Parties of the Agent and shall apply to their respective activities in connection with the syndication of the Facilities provided for herein as well as activities as the Agent.

27.13

Resignation of the Agent

(a)

The Agent may at any time give notice of its resignation to the Lenders, the other agents to the Finance Parties under this Agreement and the Borrower.

(b)

Upon receipt of any such notice of resignation, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with offices in the United Kingdom, a Participating Member State or the United States, or an Affiliate of any such bank with offices in the Republic of Italy.

(c)

If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring agent may on behalf of the Lenders and the other agents to the Finance Parties under this Agreement, appoint a successor agent meeting the qualifications set forth above and any such appointment made by the agent shall be deemed to be accepted by the Lenders and the relevant agents.

(d)

Upon the acceptance of a successor's appointment as the Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) agent, and the retiring agent shall be discharged from all of its duties and obligations hereunder or under the other Finance Documents.

(e)

The fees payable by the Borrower to a successor agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor.

(f)

After the retiring agent's resignation hereunder and under the other Finance Documents, the provisions of this Clause 27 and Clause ‎18 (Costs and Expenses) shall continue in effect for the benefit of such retiring agent and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring agent was acting as agent.

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(g)

Upon the acceptance of a successor's appointment as the Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring agent and (ii) the retiring agent shall be discharged from all of its respective duties and obligations hereunder or under the other Finance Documents.

(h)

The retiring agent shall, at its own cost, make available to the successor agent such documents and records and provide such assistance as the successor agent may reasonably request for the purposes of performing its functions under the Finance Documents.

(i)

The Agent shall resign in accordance with paragraph (a) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three (3) months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:

(i)

the Agent fails to respond to a request under Clause 14.8 (FATCA information) and a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

(ii)

the information supplied by the Agent pursuant to Clause 14.8 (FATCA information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or

(iii)

the Agent notifies the Parent and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and such Lender, by notice to the Agent, requires it to resign.

27.14

Non-Reliance on the Agent and the Other Finance Parties

Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Finance Party or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender acknowledges that it will, independently and without reliance upon the Agent or any other Finance Party or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Finance Document or any related agreement or any document furnished hereunder or thereunder and that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including:

(a)

the financial condition, status and nature of each member of the Group;

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(b)

the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;

(c)

whether such Finance Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and

(d)

the adequacy, accuracy or completeness of any other information provided by the Agent, any Party or any other person under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document.

27.15

Responsibility for documentation

None of the Agent, the Global Coordinator, Bookrunner and Mandated Lead Arranger and the Sustainability Coordinator:

(a)

is responsible for the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Agent, the Global Coordinator, Bookrunner and Mandated Lead Arranger, the Sustainability Coordinator, an Obligor or any other person given in or in connection with any Finance Document or the transactions contemplated in the Finance Documents; or

(b)

is responsible for the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document.

27.16

Exclusion of liability

(a)

Without limiting paragraph (b) below (and without prejudice to the provisions of paragraph (e) of Clause 30.11 (Disruption to payment systems, etc.)), the Agent will not be liable (including for negligence or any other category of liability whatsoever) for any action taken by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct.

(b)

No Party (other than the Agent) may take any proceedings against any officer, employee or agent of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Agent may rely on this Clause 27.16 subject to Clause ‎1.3 (Third party rights) and the provisions of the Third Parties Act.

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(c)

The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by it if it has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the relevant agent for that purpose.

(d)

Nothing in this Agreement shall oblige the Agent, the Global Coordinator, Bookrunner and Mandated Lead Arranger or the Sustainability Coordinator to carry out any "know your customer" or other checks in relation to any person on behalf of any Lender, and each Lender confirms to the Agent, the Global Coordinator, Bookrunner and Mandated Lead Arranger and the Sustainability Coordinator that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent, the Global Coordinator, Bookrunner or Mandated Lead Arranger or the Sustainability Coordinator.

27.17

Lenders' indemnity to the Agent

Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent within three (3) Business Days of demand, against any cost, loss or liability (including for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise than by reason of the agent's gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 30.11 (Disruption to payment systems, etc.), notwithstanding the Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) in acting as the Agent under the Finance Documents (unless the relevant agent has been reimbursed by an Obligor pursuant to a Finance Document).

27.18

Confidentiality

(a)

In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

(b)

If information is received by another division or department of the Agent, it may be treated as confidential to that division or department, and the relevant agent shall not be deemed to have notice of it.

(c)

Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arranging Parties are obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would or might in its reasonable opinion constitute a breach of any law or a breach of a fiduciary duty.

27.19

Relationship with the Lenders

The Agent may treat each Lender as a Lender, entitled to payments under this Agreement and acting through its Facility Office unless it has received not less than five (5) Business Days' prior notice from such Lender to the contrary in accordance with the terms of this Agreement.

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27.20

Deduction from amounts payable by the Agent

If any Party owes an amount to the Agent under the Finance Documents, the relevant agent may, after giving notice to such Party, deduct an amount not exceeding that amount from any payment to such Party which the agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents, such Party shall be regarded as having received any amount so deducted.

28.

Conduct of business by the Finance Parties

No provision of this Agreement will:

(a)

interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b)

oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c)

oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

29.

Sharing among the Finance Parties

29.1

Payments to Finance Parties

If a Finance Party (a "Recovering Finance Party") receives or recovers any amount from an Obligor other than in accordance with Clause 30 (Payment Mechanics) and applies that amount to a payment due under the Finance Documents, then:

(a)

the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Agent;

(b)

the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 30 (Payment Mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and

(c)

the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the "Sharing Payment") equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause ‎30.6 (Partial payments).

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29.2

Redistribution of payments

The Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) in accordance with Clause ‎30.6 (Partial payments).

29.3

Recovering Finance Party's rights

(a)

On a distribution by the Agent under Clause ‎29.2 (Redistribution of payments), the Recovering Finance Party will be subrogated to the rights of the Finance Parties which have shared in the redistribution.

(b)

If and to the extent that the Recovering Finance Party is not able to rely on its rights under paragraph (a) above, the relevant Obligor shall be liable to the Recovering Finance Party for a debt equal to the Sharing Payment which is immediately due and payable.

29.4

Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

(a)

each Finance Party which has received a share of the relevant Sharing Payment pursuant to Clause ‎29.2 (Redistribution of payments) shall, upon request of the Agent, pay to the Agent for account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay); and

(b)

that Recovering Finance Party's rights of subrogation in respect of any reimbursement shall be cancelled, and the relevant Obligor will be liable to the reimbursing Finance Party for the amount so reimbursed.

29.5

Exceptions

(a)

This Clause 29 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause 29, have a valid and enforceable claim against the relevant Obligor.

(b)

A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings if:

(i)

it notified the other Finance Party of the legal or arbitration proceedings; and

(ii)

the other Finance Party had an opportunity to participate in such legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

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30.

Payment Mechanics

30.1

Payments to the Agent

(a)

On each date on which an Obligor or a Lender is required to make a payment under a Finance Document, that Obligor or Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date not later than 1:00 p.m. (Central European Time) and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment. All payments received by the Agent after the above mentioned times, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(b)

Payment shall be made to such account in the principal financial centre of the country of that currency (or, in relation to Euro, in a principal financial centre in a Participating Member State or London) with such bank as the Agent specifies.

30.2

Distributions by the Agent

Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause ‎30.3 (Distributions to an Obligor) and Clause 30.4 (Clawback), be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office) to such account as such Party may notify to the Agent by not less than five (5) Business Days' notice with a bank in the principal financial centre of a Participating Member State or London.

30.3

Distributions to an Obligor

The Agent may (with the consent of the Obligor or in accordance with Clause ‎31 (Set-Off)) apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

30.4

Clawback

(a)

Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

(b)

If the Agent pays an amount to another Party and it proves to be the case that the agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the relevant agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.

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30.5

Impaired Agent

(a)

If, at any time, the Agent becomes an Impaired Agent, then an Obligor or a Lender which is required to make a payment under the Finance Documents to the relevant agent in accordance with Clause 30.1 (Payments to the Agent) may instead either pay that amount direct to the required recipient or pay that amount to an interest-bearing account held with an Acceptable Bank within the meaning of paragraph (a) of the definition of "Acceptable Bank" and in relation to which no Insolvency Event has occurred and is continuing, in the name of the Obligor or the Lender making the payment and designated as a trust account for the benefit of the Party or Parties beneficially entitled to that payment under the Finance Documents. In each case such payments must be made on the due date for payment under the Finance Documents.

(b)

All interest accrued on the amount standing to the credit of the trust account shall be for the benefit of the beneficiaries of that trust account pro rata to their respective entitlements.

(c)

A Party which has made a payment in accordance with this Clause 30.5 shall be discharged of the relevant payment obligation under the Finance Documents and shall not take any credit risk with respect to the amounts standing to the credit of the trust account.

(d)

Promptly upon the appointment of a successor agent in accordance with Clause ‎27.10 (Reliance by the Agent), each Party which has made a payment to a trust account in accordance with this Clause 30.5 shall give all requisite instructions to the bank with whom the trust account is held to transfer the amount (together with any accrued interest) to the successor agent for distribution in accordance with Clause ‎30.2 (Distributions by the Agent).

30.6

Partial payments

(a)

Subject to this Clause 30.6 if the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under such Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under such Finance Documents in the following order:

(i)

first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent under such Finance Documents;

(ii)

secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under such Finance Documents;

(iii)

thirdly, in or towards payment pro rata of any principal due but unpaid under such Finance Documents; and

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(iv)

fourthly, in or towards payment pro rata of any other sum due but unpaid under such Finance Documents.

(b)

The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above.

(c)

Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

30.7

No set-off by Obligors

All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) counterclaim, recoupment or setoff.

30.8

Business Days

(a)

Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b)

During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement, interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

30.9

Currency of account

(a)

Subject to paragraphs (b) to (e) below, Euro is the currency of account and payment for any sum due from an Obligor under any Finance Document.

(b)

A repayment of a Utilisation or Unpaid Sum or a part of a Utilisation or Unpaid Sum shall be made in the currency in which that Utilisation or Unpaid Sum is denominated on its due date.

(c)

Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was denominated when that interest accrued.

(d)

Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

(e)

Any amount expressed to be payable in a currency other than Euro shall be paid in that other currency.

30.10

Change of currency

(a)

Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(i)

any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Agent (after consultation with the Borrower and with the consent of each Lender); and

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(ii)

any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Agent (acting reasonably and with the consent of each Lender).

(b)

If a change in any currency of a country occurs, this Agreement will, to the extent the Agent (acting reasonably and after consultation with the Borrower and with the consent of each Lender) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the European interbank market and otherwise to reflect the change in currency.

30.11

Disruption to payment systems, etc.

If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Borrower that a Disruption Event has occurred:

(a)

the Agent may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Facilities as the Agent may deem necessary in the circumstances;

(b)

the Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

(c)

the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;

(d)

any such changes agreed upon by the Agent and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause ‎36 (Amendments and Waivers);

(e)

the Agent shall not be liable for any damages, costs or losses whatsoever (including for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.11; and

(f)

the Agent shall notify the Finance Parties of all changes agreed upon pursuant to paragraph (d) above.

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30.12

USA Patriot Act notice

(a)

Each Lender and the Agent (for itself and not on behalf of any Lender) notifies the Obligors that, pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies each Obligor, which information includes the name and address of such Obligor and other information that will allow such Lender or the Agent (as applicable) to identify such Obligor in accordance with the USA Patriot Act. Each of the Obligors shall, and shall cause each of its Subsidiaries to, provide such information and take such actions as are reasonably requested by the Agent or any Lender in order to assist the Agent and the Lenders in maintaining compliance with the USA Patriot Act.

(b)

Notwithstanding anything to the contrary contained in this Agreement or in any other Finance Document, the covenants under paragraph (a) above shall not be made to or for the benefit of any Specified Lender, no Specified Lender shall have any rights under such paragraph and each Specified Lender shall be deemed not to be a Lender solely for purposes of calculating any consent or vote of the Majority Lenders under Clause 24.16 (Acceleration) with respect to any breach of such paragraph (but in each case without prejudice to any other rights or obligations of any Specified Lender as a consequence of any Default occurring as a result of any breach of such paragraph).

31.

Set-Off

A Finance Party may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by such Finance Party) against any matured obligation owed by such Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

32.

Notices

32.1

Notices generally

Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in Clause ‎32.3 (Electronic communications) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(a)

if to the Parent, to the address, electronic mail address or telephone number specified for such person below:

International Game Technology PLC
c/o IGT Global Solutions Corporation
IGT Center
10 Memorial Boulevard
Providence, RI 02903-1125
USA

Attention: General Counsel
E-mail address: legalnotices@igt.com

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(b)

if to the Borrower, to the address, electronic mail address or telephone number specified for such person below:

IGT Lottery S.p.A.
c/o IGT Global Solutions Corporation
IGT Center
10 Memorial Boulevard
Providence, RI 02903-1125
USA

Attention: General Counsel
E-mail address: legalnotices@igt.com

(c)

if to any other Obligor, to such Obligor at the address, electronic mail address or telephone number specified for such person below:

c/o IGT Global Solutions Corporation
IGT Center
10 Memorial Boulevard
Providence, RI 02903-1125
USA

Attention: General Counsel
Facsimile: +1 401-392-0391
E-mail address: legalnotices@igt.com

(d)

if to any Arranging Party or the Sustainability Coordinator, to the address, electronic mail address or telephone number specified for such person below or specified in the Administrative Questionnaire supplied by the Agent;

(e)

if to the Agent, to the address, electronic mail address or telephone number specified below:

Mediobanca – Banca di Credito Finanziario S.p.A.

Piazzetta Enrico Cuccia, 1

20121 – Milan

Italy

Attention:

Stefania Peverelli – Simona Gherardi – Davide Armano

Telephone:

+39 366 788 1509

E-mail address: stefania.peverelli@mediobanca.com; simona.gherardi@mediobanca.com; davide.armano@mediobanca.com; loanagency@mediobanca.com

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(f)

if to any other Finance Party, to the address, electronic mail address or telephone number specified in the Administrative Questionnaire supplied by the Agent.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by fax shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications to the extent provided in Clause ‎32.3 (Electronic communications) below shall be effective as provided in such Clause.

32.2

Communication with Impaired Agent

If the Agent is an Impaired Agent, then the Parties other than the Impaired Agent may, instead of communicating with each other through the relevant agent, communicate with each other directly and (while the relevant agent is an Impaired Agent) all the provisions of the Finance Documents which require communications to be made or notices to be given to or by the relevant agent shall be varied so that communications may be made and notices given to or by the relevant Parties directly. This provision shall not operate after a replacement agent has been appointed.

32.3

Electronic communications

Notices and other communications to or by the Lenders or the Agent hereunder or in connection with any Finance Document may be delivered or furnished by electronic mail (including in unencrypted form) or other electronic means pursuant to procedures approved by the Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Clause ‎5 (Utilisation) if such Lender has notified the Agent that it is incapable of receiving notices under such Clause by electronic communication. Each agent for a Finance Party or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Unless an agent for a Finance Party otherwise prescribes, notices and other communications sent to an electronic mail address shall be deemed received upon the sender's receipt of an acknowledgement from the intended recipient (such as by the "return receipt requested" function, as available, return electronic mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

32.4

The Platform

The platform is provided "as is" and "as available". The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Materials or the adequacy of the platform, and expressly disclaim liability for errors in or omissions from the Materials. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by any agent party in connection with the Materials or the platform. In no event shall the Agent or any of its Related Parties (collectively, the "Agent Parties") have any liability to the Parent, any Lender or any other person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Parent's or the Agent's transmission of Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of such Agent Party; provided that in no event shall any Agent Party have any liability to the Parent, any Lender or any other person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

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32.5	Change of address, etc.

Each of the Global Coordinator, Bookrunner and Mandated Lead Arranger, the Sustainability Coordinator, the Obligors and the Agent may change its address, fax or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Finance Party may change its address, fax or telephone number for notices and other communications hereunder by notice to the Borrower and the Agent. In addition, each Lender agrees to notify the Agent from time to time to ensure that the Agent has on record an effective address, contact name, telephone number, and electronic mail address to which notices and other communications may be sent and accurate wire instructions for such Lender.

32.6	Reliance by the Agent and the Lenders

The Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Utilisation Requests) purportedly given by or on behalf of the Borrower even if (a) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (b) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with the Agent may be recorded by the Agent, and each of the Parties consents to such recording.

32.7	Use of websites

(a)

The Borrower may satisfy its obligation under this Agreement to deliver any information in relation to those Lenders (the "Website Lenders") who accept this method of communication by posting this information onto an electronic website designated by the Borrower and the Agent (the "Designated Website") if:

(i)

the Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of the information by this method;

(ii)

both the Borrower and the Agent are aware of the address of and any relevant password specifications for the Designated Website; and

(iii)

the information is in a format previously agreed between the Borrower and the Agent.

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If any Lender (a "Paper Form Lender") does not agree to the delivery of information electronically, then the Agent shall notify the Borrower accordingly, and the Borrower shall at its own cost supply the information to the Agent (in sufficient copies for each Paper Form Lender) in paper form. In any event, the Borrower shall at its own cost supply the Agent with at least one copy in paper form of any information required to be provided by it.

(b)

The Agent shall supply each Website Lender with the address of and any relevant password specifications for the Designated Website following designation of that website by the Borrower and the Agent.

(c)

The Borrower shall promptly upon becoming aware of its occurrence notify the Agent if:

(i)

the Designated Website cannot be accessed due to technical failure;

(ii)

the password specifications for the Designated Website change;

(iii)

any new information which is required to be provided under this Agreement is posted onto the Designated Website;

(iv)

any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or

(v)

the Borrower become aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.

If the Borrower notifies the Agent under paragraph (c)(i) or paragraph (c)(v) above, all information to be provided by the Borrower under this Agreement after the date of that notice shall be supplied in paper form unless and until the Agent and each Website Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.

(d)

Any Website Lender may request, through the Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website. The Borrower shall at its own cost comply with any such request within ten (10) Business Days.

32.8	English language

(a)

Any notice given under or in connection with any Finance Document must be in English.

(b)

All other documents provided under or in connection with any Finance Document must be:

(i)

in English; or

(ii)

if not in English and if so required by the Agent, accompanied by a certified English translation, and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

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33.	Calculations and Certificates

33.1	Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

33.2	Certificates and determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

33.3	Day count convention

(a)

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and the amount of any such interest, commission or fee is calculated:

(i)

on the basis of the actual number of days elapsed and a year of three hundred sixty (360) days (or, in any case where the practice in the Relevant Market differs, in accordance with that market practice); and

(ii)

subject to paragraph (b) below, without rounding.

(b)

The aggregate amount of any accrued interest, commission or fee which is, or becomes, payable by an Obligor under a Finance Document shall be rounded to two (2) decimal places.

34.	Partial Invalidity

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

35.	Remedies and Waivers

No failure to exercise nor any delay in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

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36.	Amendments and Waivers

36.1	Required consents

(a)

Subject to Clause ‎36.2 (Exceptions), any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the Borrower, and any such amendment or waiver will be binding on all Parties.

(b)

The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 36.

(c)

Each Obligor agrees to any such amendment or waiver permitted by this Clause ‎36 which is agreed to by the Borrower. This includes any amendment or waiver which would, but for this paragraph (c), require the consent of all of the Guarantors.

36.2	Exceptions

Subject to Clause 36.8 (Changes to reference rates), an amendment or waiver of any term of any Finance Document that has the effect of changing or which relates to:

(a)

(i)

the definition of "Change of Control" in Clause 1.1 (Definitions);

(ii)

the definition of "Majority Lenders" in Clause ‎1.1 (Definitions);

(iii)

sub-paragraph (B) of the proviso to the definition of “Permitted Disposal” in Clause 1.1. (Definitions);

(iv)

an extension to the date of payment of any amount under the Finance Documents;

(v)

a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable (other than, in each case, pursuant to paragraph (vi) of the definition of "Margin");

(vi)

a change in currency of payment of any amount under the Finance Documents;

(vii)

an increase in or an extension of any Commitment or the Total Commitments, an extension of the Availability Period, or any requirement that a cancellation of the Commitments reduces the Commitments of the Lenders rateably;

(viii)

a change to the Borrower or Guarantors other than in accordance with Clause ‎26 (Changes to the Obligors);

(ix)

any provision which expressly requires the consent of all the Lenders; or

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(x)

Clause 2.2 (Finance Parties' rights and obligations), Clause ‎8 (Mandatory Prepayment), Clause 19 (Guarantee and Indemnity), Clause 25 (Changes to the Lenders), Clause 26.3 (Resignation of a Guarantor), this Clause 36, Clause 41 (Governing Law) or Clause 42.1 (Jurisdiction of English courts),

shall not be made without the prior consent of all the Lenders.

(b)

An amendment or waiver which relates to the rights or obligations of the Agent or an Arranging Party may not be effected without the consent of the Agent or such Arranging Party, as the case may be.

(c)

Any amendment or waiver that has the effect of changing or which relates to:

(i)

other than as expressly permitted by the provisions of this Agreement, any release of any guarantee or indemnity; or

(ii)

any Security (or the nature or scope of the assets expressed to be subject to a Security Document) unless expressly permitted under this Agreement or relating to a sale or disposal of such asset where such sale or disposal is expressly permitted under this Agreement,

in each case following the date on which it is created and perfected pursuant to the provision of this Agreement shall not be made without the consent of the Super Majority Lenders. For the avoidance of doubt any amendment or waiver of the provisions of Clause 23.22 (Further assurance and Security following Debt Ratings decrease), Clause 23.23 (Guarantor threshold test and Additional Guarantors) and to the Agreed Security Principles shall be governed by Clause 36.1 (Required consents).

36.3	Replacement of Lender

(a)

If at any time any Lender becomes a Non-Consenting Lender (as defined in paragraph (c) below) then the Parent may, on five (5) Business Days' prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender") selected by the Parent, and which is acceptable to the Agent and which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's participation in the outstanding Loans and all accrued interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.

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(b)

The replacement of a Lender pursuant to this Clause 36.3 shall be subject to the following conditions:

(i)

the Borrower shall have no right to replace the Agent pursuant to this Clause 36.3;

(ii)

neither the Agent nor the Non-Consenting Lender shall have any obligation to the Borrower to find a Replacement Lender;

(iii)

the replacement must not result in a breach of any laws or regulations applicable to the Replacement Lender and must take place no later than ninety (90) days after the date the Non-Consenting Lender notifies the Borrower and the Agent of its failure or refusal to agree to any consent, waiver or amendment to the Finance Documents requested by the Borrower;

(iv)

in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and

(v)

the purchase price in cash payable at the time of the transfer is equal to the amount of the outstanding Loans and all accrued interest, break costs and other amounts payable in relation thereto under the Finance Documents to the Non-Consenting Lender.

(c)

In the event that:

(i)

the Borrower or the Agent (at the request of the Borrower) has requested the Lenders to consent to a waiver or amendment of any provisions of the Finance Documents;

(ii)

the waiver or amendment in question requires the consent of all the Lenders; and

(iii)

Lenders whose Commitments aggregate more than eighty per cent. (80%) of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than eighty per cent. (80%) of the Total Commitments prior to that reduction) have consented to such waiver or amendment,

then any Lender who does not and continues not to agree to such waiver or amendment shall be deemed a "Non-Consenting Lender".

36.4	Disenfranchisement of Defaulting Lenders

(a)

For so long as a Defaulting Lender has any Available Commitment, in ascertaining the Majority Lenders or whether any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments or Total Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender's Commitment will be reduced by the amount of its Available Commitment.

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(b)

For the purposes of this Clause ‎36.4, the Agent may assume that the following Lenders are Defaulting Lenders:

(i)

any Lender which has notified the Agent that it has become a Defaulting Lender;

(ii)

any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of "Defaulting Lender" has occurred,

unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

36.5	Replacement of a Defaulting Lender

(a)

The Parent may, at any time a Lender has become and continues to be a Defaulting Lender, by giving five (5) Business Days' prior written notice to the Agent and such Lender:

(i)

replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;

(ii)

require such Lender to (and such Lender shall) transfer pursuant to Clause 25 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or

(iii)

require such Lender to (and such Lender shall) transfer pursuant to Clause 25 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facilities,

to a Lender or a Replacement Lender selected by the Parent, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's participations in Loans on the same basis as the transferring Lender).

(b)

Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 36.5 shall be subject to the following conditions:

(i)

the Borrower shall have no right to replace the Agent pursuant to this Clause 36.5;

(ii)

neither the Agent nor the Defaulting Lender shall have any obligation to the Parent to find a Replacement Lender;

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(iii)

the transfer must not result in a breach of any laws or regulations applicable to the Replacement Lender and must take place no later than ninety (90) days after the notice referred to in paragraph (a) above; and

(iv)

in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and

(v)

36.6	Amendment to correct manifest error

The Agent may (without receiving any instructions from the Majority Lenders) agree with the Borrower any amendment to or the modification of the provisions of any Finance Document or any schedule or annex thereto, which is necessary to correct a manifest error.

36.7	Release of Security on Permitted Disposal and investment grade rating

(a)

The Finance Parties shall procure that if an Obligor or a Material Subsidiary has created Security over any of its assets (other than shares) in favour of any of the Finance Parties, which assets subsequently become the subject of a Permitted Disposal or any other disposal approved by the Majority Lenders to a person which is not a member of the Group the Finance Parties which are the beneficiaries of such Security will, at the cost and request of the Parent (to the extent that such cost is duly documented), release the Security promptly following the Parent's request.

(b)

The release of the Security referred to in paragraph (a) above shall not become effective until the date of that Permitted Disposal or such earlier date agreed between the Agent and the Parent.

(c)

Notwithstanding anything to the contrary set out in paragraph (b) of Clause 23.22 (Further assurance and Security following Public Debt Ratings decrease), (i) the Finance Parties shall further procure that if at any time any two Public Debt Ratings are equal to or higher than BBB-/Baa3 (in each case with a stable outlook), the Finance Parties which are the beneficiaries of such Security will, at the cost and request of the Parent (to the extent that such cost is duly documented), release the Security promptly following the Parent's request; and (ii) that following any such release, the provisions of paragraphs (a), (b) and (g) of Clause 23.22 (Further assurance and Security following Public Debt Ratings decrease) shall be of no further force and effect.

36.8	Changes to reference rates

(a)

Subject to Clause 10A. (Rate Switch), Clause 36.2(b) (Exceptions) and Clause 36.9 (Borrower's conditional right to terminate this Agreement early), if a Published Rate Replacement Event or a Published Rate Material Change, as the case may be, has occurred in relation to any Published Rate any amendment or waiver which relates to:

(i)

providing for the use of a Replacement Reference Rate or a Revised Published Rate, as the case may be, in place of (or in addition to) the affected Published Rate; and

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(ii)

(A)

aligning any provision of any Finance Document to the use of such Replacement Reference Rate or such Revised Published Rate, as the case may be;

(B)

enabling that Replacement Reference Rate or that Revised Published Rate, as the case may be, to be used for the calculation of interest under this Agreement (including any consequential changes required to enable that Replacement Reference Rate or that Revised Published Rate, as the case may be, to be used for the purposes of this Agreement);

(C)

implementing market conventions applicable to that Replacement Reference Rate or Revised Published Rate, as the case may be;

(D)

providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or

(E)

adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Reference Rate (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation),

may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the Parent.

(b)

The Agent shall promptly, and in any case within thirty (30) days, notify the Borrower and the Lenders of the occurrence of a Rate Cessation Event Switch Date relating to an RFR.

(c)

An amendment or waiver that relates to, or has the effect of, aligning the means of calculation of interest on a Compounded Rate Loan under this Agreement to any recommendation of a Relevant Nominating Body which:

(i)

relates to the use of the RFR on a compounded basis in the international or any relevant domestic syndicated loan markets; and

(ii)

is issued on or after the date of this Agreement,

may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the Parent.

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(d)

If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) or paragraph (b) above within five (5) Business Days (or such longer time period in relation to any request which the Borrower and the Agent may agree) of that request being made:

(i)

its Commitment(s) shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and

(ii)

its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.

(e)

In this Clause 36.8:

"Published Rate" means:

(a)            EURIBOR for any Quoted Tenor; or

(b)           the RFR.

"Published Rate Replacement Event" means, in relation to a Published Rate:

(a)

(i)

(A)

the administrator of such Published Rate or its supervisor publicly announces that such administrator is insolvent or that its authorisation or recognition has been withdrawn or suspended; or

(B)

provided that, in each case, at that time, there is no successor administrator to continue to provide such Published Rate;

(ii)

the administrator of such Published Rate publicly announces that it has ceased or will cease to provide such Published Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide such Published Rate;

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(iii)

the supervisor of the administrator of such Published Rate publicly announces that such Published Rate has been or will be permanently or indefinitely discontinued;

(iv)

the administrator of such Published Rate or its supervisor announces that such Published Rate may no longer be used; or

(v)

in the case of the EURIBOR for any Quoted Tenor, the supervisor of the administrator of EURIBOR makes a public announcement or publishes information stating the EURIBOR for such Quoted Tenor is no longer, or as of a specified future date will no longer be, representative of the underlying market or economic reality that it is intended to measure and that representativeness will not be restored (as determined by such supervisor); or

(b)

the administrator of such Published Rate (or the administrator of an interest rate which is a constituent element of such Published Rate) determines that such Published Rate should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:

(i)

the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Majority Lenders and the Parent) temporary; or

(ii)

such Published Rate is calculated in accordance with any such policy or arrangement for a period no less than five (5) days; or

(c)

in the opinion of the Majority Lenders and the Parent, such Published Rate is otherwise no longer appropriate for the purposes of calculating interest under this Agreement.

"Relevant Nominating Body" means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the FSB.

"Replacement Reference Rate" means a reference rate which is:

(a)

formally designated, nominated or recommended as the replacement for a Published Rate:

(i)

by the administrator of such Published Rate (provided that the market or economic reality that such reference rate measures is the same as that measured by such Published Rate);

(ii)

by any Relevant Nominating Body; or

(iii)

pursuant to any applicable law,

and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the "Replacement Reference Rate" will be the replacement under paragraph (ii) above;

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(b)

in the opinion of the Majority Lenders and the Parent, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor to a Published Rate; or

(c)

in the opinion of the Majority Lenders and the Parent, an appropriate successor to a Published Rate.

36.9	Borrower's conditional right to terminate this Agreement early

(a)

This Clause 36.9 shall apply only upon and from the date on which all of the following conditions are satisfied:

(i)

a Termination Right Event has occurred;

(ii)

the Borrower is or has become entitled to exercise under the laws of the Republic of Italy a right to terminate this Agreement prior to the stated maturity of the Facilities which is substantially equivalent to the right granted under this Clause 36.9; and

(iii)

the Agent has delivered a Termination Right Notice to the Borrower within thirty (30) days of the occurrence of a Termination Right Event.

(b)

If all of the conditions specified in paragraph (a) are satisfied, then this Clause 36.9 shall apply notwithstanding any provision to the contrary in this Agreement.

(c)

A Termination Right Notice must:

(i)

specify the Termination Right Event that has occurred;

(ii)

in the case of the occurrence of a Published Rate Material Change Switch Date, specify that, if the Borrower does not deliver a Termination Notice to the Agent during the Termination Period, then paragraph (g)(i) of this Clause 36.9 shall apply.

(iii)

in the case of the occurrence of a Rate Cessation Event Switch Date, specify that, if the Borrower does not deliver a Termination Notice to the Agent during the Termination Period, then paragraph (g)(ii) of this Clause 36.9 shall apply; and

(iv)

inform the Borrower that it shall have the right (subject as provided in this Clause 36.9) to terminate this Agreement at no additional cost to it by delivery to the Agent of a Termination Notice.

(d)

If a Termination Notice is delivered to the Agent:

(i)

all Available Facilities shall be cancelled forthwith; and

(ii)

subject to the provisions of this Clause 36.9, this Agreement and the rights and obligations of the Parties under it shall terminate on the actual date of repayment in full of the Loans under paragraph (h) following the Termination Period End Date.

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(e)

The Agent shall notify the Lenders promptly upon receipt of a Termination Notice.

(f)

During the Termination Period (and for so long as any amount is outstanding under this Agreement between the Termination Period End Date and the actual date of repayment in full of the Loans under paragraph (h) below) each Loan that is:

(i)

a Term Rate Loan shall continue to be a Term Rate Loan and Clause 10.1 (Calculation of interest – Term Rate Loans) shall continue to apply to each such Term Rate Loan without variation to the method of calculation of interest (and taking into account, where necessary, the last available quotation of the Term Reference Rate); and

(ii)

a Compounded Rate Loan shall continue to be a Compounded Rate Loan and Clause 10.2 (Calculation of interest – Compounded Rate Loans) shall continue to apply to each such Compounded Rate Loan without variation to the method of calculation of interest (and taking into account, where necessary, the last available quotation of the Compounded Reference Rate).

(g)

If, following the delivery to the Borrower of a Termination Right Notice, no Termination Notice is delivered to the Agent during the Termination Period, then, on and from the first day following the relevant Termination Period End Date:

(i)

in the case of the occurrence of a Published Rate Material Change Switch Date:

(A)

(B)

(ii)

in the case of the occurrence of a Rate Cessation Event Switch Date:

(A)

in relation to EURIBOR, (1) the Compounded Reference Rate will replace the Term Reference Rate for the calculation of interest under this Agreement, and (2) any Loan or Unpaid Sum shall be a "Compounded Rate Loan" and Clause 10.2 (Calculation of interest – Compounded Rate Loans) shall apply to each Loan or Unpaid Sum; or

(B)

in relation to an RFR, the relevant Replacement Reference Rate will replace such RFR for the purposes of the definition of "Compounded Reference Rate" in respect of such Compounded Rate Loan.

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(h)

The Borrower shall repay all Loans in full on the date falling two (2) Business Days following the Termination Period End Date, together with accrued interest and all other amounts accrued or outstanding under the Finance Documents up to (and including) the actual date of repayment.

(i)

The termination of this Agreement pursuant to this Clause 36.9 shall be at no additional cost to the Borrower but shall be without prejudice to the respective rights of the Parties accrued and not discharged in full under the Finance Documents to which they are respectively a party.

(j)

In this Clause 36.9:

(i)

a reference to "termination" shall be deemed to include a reference to (A) a recesso unilaterale (unilateral withdrawal) for the purposes of Article 1373 (Recesso unilaterale) of the Italian Civil Code and (B) a "recesso" (withdrawal) for the purposes of Article 118-bis of the Italian Consolidated Banking Act, and "terminate" shall be construed accordingly;

(ii)

"Rate Cessation Event Switch Date" means the occurrence of:

(A)

in relation to EURIBOR, the Rate Switch Date; or

(B)

in relation to an RFR, the date on which the applicable RFR for the relevant Quoted Tenor (1) ceases to be published or otherwise becomes unavailable or (2) ceases to be representative of the underlying market and the economic reality that it is intended to measure (as determined by the supervisor of the administrator of such RFR), as the case may be;

(iii)

"Termination Notice" means a written notice from the Borrower to the Agent delivered during the Termination Period indicating that the Borrower wishes to terminate this Agreement.

(iv)

"Termination Period" means the period commencing on (and including) the relevant Termination Period Commencement Date and ending on (and including) the Termination Period End Date.

(v)

"Termination Period Commencement Date" means the date on which the Agent delivers a Termination Right Notice to the Borrower.

(vi)

"Termination Period End Date" means the date falling two (2) months after the relevant Termination Period Commencement Date.

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(vii)

"Termination Right Event" means the occurrence of a Published Rate Material Change Switch Date or a Rate Cessation Event Switch Date.

(viii)

"Termination Right Notice" means a written notice from the Agent to the Borrower that a Termination Right Event has occurred.

37.	Negotiated Agreement

For the purposes of the transparency rules set forth in the CICR Resolution of 4 March 2003 and by the Disposizioni sulla trasparenza delle operazioni e dei servizi bancari e finanziari issued by the Bank of Italy on 20 June 2012 and published in the Italian Official Gazette on 30 June 2012, the Parties acknowledge and confirm that this Agreement (and each of the provisions hereof) has been specifically negotiated with the support of legal advisers on each side.

38.	Confidentiality

38.1	Confidential Information

Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 38.2 (Disclosure of Confidential Information) and Clause 25.9 (Disclosure to numbering service providers), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

38.2	Disclosure of Confidential Information

Any Finance Party may disclose:

(a)

to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such Confidential Information as such Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

(b)

to any person:

(i)

to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and obligations under one or more Finance Documents or which succeeds (or which may potentially succeed) it as Agent or Common Security Agent and, in each case, to any of that person's Affiliates, Related Funds, Representatives and professional advisers;

(ii)

with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, any securitisation (or similar transaction of broadly equivalent economic effect), or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents or one or more Obligors and to any of that person's Affiliates, Related Funds, Representatives and professional advisers;

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(iii)

appointed by any Finance Party or by a person to whom paragraph (b)(i) or (ii) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf;

(iv)

who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraph (b)(i) or (b)(ii) above;

(v)

to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;

(vi)

to whom or for whose benefit such Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 25.8 (Security over Lenders' rights);

(vii)

to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;

(viii)

who is a Party; or

(ix)

with the consent of the Parent;

in each case, such Confidential Information as such Finance Party shall consider appropriate if:

(A)

in relation to paragraphs (b)(i), (b)(ii) and (b)(iii) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;

(B)

in relation to paragraph (b)(iv) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information;

(C)

in relation to paragraphs (b)(v), (b)(vi) and (b)(vii) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of such Finance Party, it is not practicable so to do in the circumstances;

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(c)

to any person appointed by such Finance Party or by a person to whom paragraph (b)(i) or (b)(ii) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Parent and the relevant Finance Party;

(d)

to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents or the Obligors if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information;

(e)

to any insurer, reinsurer or insurance broker (including its professional advisers) such Confidential Information as required to be disclosed to enable it to carry out its normal insurance, reinsurance or brokerage activities in relation to the Finance Documents, the Obligors or its assets if the insurer, reinsurer or insurance broker is informed of its confidential nature; and

(f)

to any Sanctions Authority.

38.3	Continuing obligations

The obligations in this Clause 38 are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of one (1) year from the earlier of:

(a)

the date on which all amounts payable by the Obligors under or in connection with this Agreement have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and

(b)

the date on which such Finance Party otherwise ceases to be a Finance Party.

39.	Confidentiality of Funding Rates

39.1	Confidentiality and disclosure

(a)

The Agent and each Obligor agree to keep each Funding Rate confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b) and (c) below.

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(b)

The Agent may disclose:

(i)

any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the Borrower pursuant to Clause 10.5 (Notification of rates of interest); and

(ii)

any Funding Rate to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide such services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Agent and the relevant Lender.

(c)

The Agent may disclose any Funding Rate, and each Obligor may disclose any Funding Rate, to:

(i)

any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate is to be given pursuant to this paragraph (i) is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or is otherwise bound by requirements of confidentiality in relation to it;

(ii)

any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;

(iii)

any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and

(iv)

any person with the consent of the relevant Lender.

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39.2	Related obligations

(a)

The Agent and each Obligor acknowledge that each Funding Rate is or may be price-sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Agent and each Obligor undertake not to use any Funding Rate for any unlawful purpose.

(b)

The Agent and each Obligor agree (to the extent permitted by law and regulation) to inform the relevant Lender:

(i)

of the circumstances of any disclosure made pursuant to paragraph (c)(ii) of Clause 39.1 (Confidentiality and disclosure) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

(ii)

upon becoming aware that any information has been disclosed in breach of this Clause 39.

39.3	No Event of Default

No Event of Default will occur under Clause 24.3 (Other obligations) by reason only of an Obligor's failure to comply with this Clause 39.

40.	Counterparts

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

41.	Governing Law

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

42.	Enforcement

42.1	Jurisdiction of English courts

(a)

The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligations arising out of or in connection with this Agreement) (a "Dispute").

(b)

The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes, and, accordingly, no Party will argue to the contrary.

(c)

Each Obligor agrees not to claim and irrevocably waives any immunity from legal process in connection with a Finance Document under any law of any applicable jurisdiction which it is entitled to claim or which may be attributed to it in respect of itself or its assets to the fullest extent permitted by the laws of such jurisdiction.

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42.2	Service of process

(a)

Without prejudice to any other mode of service allowed under any relevant law, the Borrower and each Guarantor (other than a Guarantor organised under the laws of England and Wales):

(i)

irrevocably appoints the Parent, at 10 Finsbury Square, Third Floor, London EC2A 1AF, England, as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document (and the Parent by its execution of this Agreement, accepts that appointment); and

(ii)

agree that failure by an agent for service of process to notify such Guarantor of the process will not invalidate the proceedings concerned.

(b)

If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Borrower (on behalf of all the applicable Guarantors) must immediately (and in any event within fifteen (15) days of such events taking place) appoint another agent on terms acceptable to the Agent. Failing this, the Agent may appoint another agent for this purpose.

42.3	Waiver of Jury Trial

EACH PARTY HERETO HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL IN RESPECT OF ANY LITIGATION IN ANY UNITED STATES FEDERAL OR STATE COURT DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER FINANCE DOCUMENTS OR ANY DEALINGS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT OR THE LENDER/BORROWER/GUARANTOR RELATIONSHIP. Each Party acknowledges that this waiver is a material inducement to enter into a business relationship, it has relied on this waiver in entering into this Agreement, and it will continue to rely on this waiver in related future dealings. Each Party further warrants and represents that it has reviewed this waiver with its legal counsel and it knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED OTHER THAN BY A WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS CLAUSE 42.3 AND EXECUTED BY EACH OF THE PARTIES HERETO. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

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43.	Contractual recognition of bail-in

Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges and accepts that any liability of any Party to any other Party under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

(a)

any Bail-In Action in relation to any such liability, including:

(i)

a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;

(ii)

a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and

(iii)

a cancellation of any such liability; and

(b)

a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.

In this Clause 43:

"Article 55 BRRD" means article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

"Bail-In Action" means the exercise of any Write-down and Conversion Powers.

"Bail-In Legislation" means:

(a)

in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time;

(b)

in relation to the United Kingdom, the UK Bail-In Legislation; and

(c)

in relation to any state other than such an EEA Member Country and the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write down and Conversion Powers contained in that law or regulation.

"EEA Member Country" means any member state of the European Union, Iceland, Liechtenstein and Norway.

"EU Bail-In Legislation Schedule" means the document described as such and published by the Loan Market Association (or any successor person) from time to time.

"Resolution Authority" means any body which has authority to exercise any Write-down and Conversion Powers.

"UK Bail-In Legislation" means Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

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"Write-down and Conversion Powers" means:

(a)

in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule;

(b)

in relation to the UK Bail-In Legislation, any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of such powers; and

(c)

in relation to any other applicable Bail-In Legislation:

(i)

any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of such powers; and

(ii)

any similar or analogous powers under that Bail-In Legislation.

44.	Acknowledgement regarding any supported QFCS

To the extent that the Finance Documents provide support, through a guarantee or otherwise, for any hedging agreement or other derivative transaction or any other agreement or instrument that is a QFC (such support, "QFC Credit Support", and each such QFC, a "Supported QFC"), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the "U.S. Special Resolution Regimes") in respect of such Supported QFC and QFC Credit Support:

(a)

In the event a Covered Entity that is party to a Supported QFC (each, a "Covered Party") becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Finance Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Finance Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

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(b)

In this Clause 44:

"BHC Act Affiliate" of a party means an "affiliate" (as such term is defined under, and interpreted in accordance with, 12 U.S.C. § 1841(k)) of such party.

"Covered Entity" means any of the following: (i) a "covered entity" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a "covered bank" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a "covered FSI" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

"Default Right" has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

"QFC" has the meaning assigned to the term "qualified financial contract" in, and shall be interpreted in accordance with, 12 U.S.C. § 5390(c)(8)(D).

This Agreement has been entered into on the date stated at the beginning of this Agreement.

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Schedule 1
The Parties

Part I
The Original Obligors

Borrower
Name	Registration number (or equivalent, if any) and Jurisdiction of Incorporation
IGT Lottery S.p.A.	13044331000, Italy

Original Guarantors
Name	Registration number (or equivalent, if any) and Jurisdiction of Incorporation
International Game Technology PLC	9127533, England and Wales
IGT	C35-1952, Nevada, US
IGT Canada Solutions ULC	3089872, Nova Scotia, Canada
IGT Foreign Holdings Corporation	2282368, Delaware, USA
IGT Germany Gaming GmbH	HRB 17216, Germany
IGT Global Solutions Corporation	0905157, Delaware, US
IGT Lottery Holdings B.V.	80313566, The Netherlands
International Game Technology	C-7491-1980, Nevada, US

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Part II
The Lenders

Name Lender	Facility A Commitment Euro	Facility B Commitment Euro
BANCO BPM S.P.A.	52,100,000.00	52,100,000.00
BANCA NAZIONALE DEL LAVORO S.P.A.	52,100,000.00	52,100,000.00
BANK OF AMERICA EUROPE DESIGNATED ACTIVITY COMPANY	52,100,000.00	52,100,000.00
BPER BANCA S.P.A.	52,100,000.00	52,100,000.00
CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, MILAN BRANCH	52,100,000.00	52,100,000.00
ING BANK N.V. – MILAN BRANCH	52,100,000.00	52,100,000.00
INTESA SANPAOLO S.P.A.	52,100,000.00	52,100,000.00
MEDIOBANCA – BANCA DI CREDITO FINANZIARIO S.P.A.	52,100,000.00	52,100,000.00
UNICREDIT S.P.A.	52,100,000.00	52,100,000.00
BANCO SANTANDER, S.A.	31,100,000.00	31,100,000.00
Total	500,000,000	500,000,000

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Part III
The Bookrunners and Mandated Lead Arrangers

BANCO BPM S.P.A.

BANK OF AMERICA EUROPE DESIGNATED ACTIVITY COMPANY

BNP PARIBAS, ITALIAN BRANCH

BPER BANCA S.P.A.

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, MILAN BRANCH

ING BANK N.V. – MILAN BRANCH

INTESA SANPAOLO S.P.A.

MEDIOBANCA – BANCA DI CREDITO FINANZIARIO S.P.A.

UNICREDIT S.P.A.

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Part IV
The Mandated Lead Arranger

BANCO SANTANDER, S.A.

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Schedule 2
Conditions Precedent

Part I
Conditions Precedent to Utilisation of Facility A

1.	Corporate documents

(a)

A certificate of an authorised signatory of each Original Obligor confirming that securing, borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any securing, borrowing, guaranteeing or similar limit binding on any Original Obligor to be exceeded.

(b)

A certificate of an authorised signatory of each Original Obligor certifying that each copy document relating to it specified in this Part I of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

(c)

A copy of the constitutional documents of each Original Obligor.

(d)

A certificate (certificato di vigenza) issued by the competent Registro delle Imprese in respect of the Borrower dated no earlier than five (5) Business Days prior to the Facility A Utilisation Date confirming that no insolvency procedures have been commenced with respect to the Borrower.

(e)

A copy of a resolution of the board of directors or, if applicable, equivalent body of each Original Obligor:

(i)

approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;

(ii)

authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf;

(iii)

authorising a specified person or persons, on its behalf, to sign or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed or despatched by it under or in connection with the Finance Documents to which it is a party; and

(iv)

in the case of an Original Obligor other than the Parent, authorising the Parent to act as its agent in connection with the Finance Documents.

(f)

A specimen of the signature of each person authorised by the resolution referred to in paragraph (e) above.

(g)

In the case of each Original Obligor which is a US Obligor:

(i)

copy of the constitutional documents (including any amendments thereof) filed with the appropriate governmental authority in its jurisdiction of organisation and certified by such authority;

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(ii)

a certificate as to existence and good standing from the appropriate governmental authority in its jurisdiction of organisation; and

(iii)

a solvency certificate signed by the chief financial officer or chief accounting officer or another authorised signatory in form and substance satisfactory to the Agent and its counsel.

(h)

In the case of each Canadian Guarantor organised, incorporated or formed under the laws of Nova Scotia, a certificate of status in respect of such Canadian Guarantor issued by or on behalf of the Registrar of Joint Stock Companies for the Province of Nova Scotia dated no earlier than five (5) Business Days prior to the date of this Agreement.

2.	"Know your customer" checks

Copies of any information and any other evidence reasonably requested by any Lender prior to the Facility A Utilisation Date required in order to comply with "know your customer" or anti-money laundering requirements under applicable laws.

3.	Legal opinions

The following legal opinions, in each case addressed to, and capable of being relied on by the Finance Parties:

(a)

a legal opinion of Clifford Chance LLP, legal advisers to the Obligors as to English law as to due incorporation and capacities, powers and authority to enter into the Finance Documents;

(b)

a legal opinion of Clifford Chance US LLP, legal advisers to the Obligors as to the laws of Delaware as to due incorporation and capacities, powers and authority to enter into the Finance Documents and legal, valid, binding and enforceable obligations;

(c)

a legal opinion of Clifford Chance Amsterdam, legal advisers to the Obligors as to the laws of The Netherlands as to due incorporation and capacities, powers and authority to enter into the Finance Documents and legal, valid, binding and enforceable obligations;

(d)

a legal opinion of Studio Legale Associato in associazione con Clifford Chance, legal advisers to the Obligors as to Italian law as to due incorporation and capacities, powers and authority to enter into the Finance Documents;

(e)

a legal opinion of Clifford Chance Partnerschaft mbB, legal advisers to the Obligors as to German law as to due incorporation and capacities, powers and authority to enter into the Finance Documents;

(f)

a legal opinion of Fennemore Craig, P.C., legal advisers to the Obligors as to the laws of Nevada as to due incorporation and capacities, powers and authority to enter into the Finance Documents and legal, valid, binding and enforceable obligations;

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(g)

a legal opinion of Stewart McKelvey, legal advisers to the Obligors as to Nova Scotia law as to due incorporation and capacities, powers and authority to enter into the Finance Documents;

(h)

a legal opinion of Chiomenti, legal advisers to the Arranging Parties and the Agent as to English law; and

(i)

a legal opinion of Chiomenti, legal advisers to the Arranging Parties and the Agent as to Italian law.

Other documents and evidence

(a)

The Original Financial Statements.

(b)

Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 13.1 (Upfront fee), Clause 13.3 (Agency fee) and Clause ‎18 (Costs and expenses) of this Agreement have been paid or will be paid by the Facility A Utilisation Date.

(c)

A certificate of the Parent (signed by an authorised signatory) confirming the list of Material Subsidiaries as of 31 December 2024.

(d)

Evidence that the Relevant Existing Security has been granted, extended or confirmed and perfected (on the terms set out in the relevant documentation extending or confirming such Relevant Existing Security) in favour of the Finance Parties in accordance with paragraph (a) of Clause 23.22 (Further assurance and Security following Debt Ratings decrease) of this Agreement.

(e)

Evidence that this Agreement has been designated as a "Credit Facility Agreement" by the Borrower by written notice to each Creditor Representative and the Common Security Agent (each as defined in the Intercreditor Agreement) prior to the Facility A Utilisation Date confirming that the entry into this Agreement and incurrence of Liabilities (as defined in the Intercreditor Agreement) in connection hereunder will not breach the terms of any existing Credit Facility Documents or Senior Secured Notes Documents (each as defined in the Intercreditor Agreement).

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Part II
Conditions Precedent to utilisation of Facility B

1.	Lotto Concession

A certificate of an authorised signatory of the Borrower (i) confirming that the Borrower or a Subsidiary of the Borrower has been awarded the Lotto Concession for the Lotto Concession Period, and (ii) attaching a copy of the notice of award of the Lotto Concession.

2.	Corporate documents

A certificate of an authorised signatory of the Borrower (i) certifying that each copy document relating to it and provided pursuant to Part I (Conditions precedent to utilisation of Facility A) of Schedule 2 (Conditions Precedent) is correct, complete and in full force and effect as at the Facility B Utilisation Date, (ii) appending a certificate (certificato di vigenza) issued by the competent Registro delle Imprese in respect of the Borrower dated no earlier than five (5) Business Days prior to the Facility B Utilisation Date confirming that no insolvency procedures have been commenced with respect to the Borrower, and (iii) confirming that securing, borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any securing, borrowing, guaranteeing or similar limit binding on it to be exceeded.

3.	Other documents and evidence

(a)

Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 13.1 (Upfront Fee), Clause 13.3 (Agency Fee) and Clause ‎18 (Costs and expenses) of this Agreement have been paid or will be paid by the Facility B Utilisation Date.

(b)

The Utilisation of Facility A has occurred.

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Part III
Conditions Precedent to be delivered
by Additional Guarantors

1.	An Accession Letter, duly executed by the Additional Guarantor and the Parent.

2.	A copy of the constitutional documents of the Additional Guarantor.

3.	A copy of a resolution of the board of directors of the Additional Guarantor (other than a German Guarantor):

(a)

approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter;

(b)

authorising a specified person or persons to execute the Accession Letter on its behalf; and

(c)

authorising a specified person or persons, on its behalf, to sign or despatch all other documents and notices to be signed or despatched by it under or in connection with the Finance Documents.

4.	In the case of each Additional Guarantor that is a German Guarantor:

(a)

a copy of the constitutional documents (Satzung or Gesellschaftsvertrag as applicable);

(b)

an extract from the commercial register (Handelsregister) dated no more than fourteen (14) days prior to the date of the Accession Letter;

(c)

a copy of the shareholder list (Gesellschafterliste), as filed with the commercial register (Handelsregister) relating to it, received from the commercial register in electronic form no more than fourteen (14) days prior to the date of the Accession Letter;

(d)

a specimen of the signature of each person authorised to sign on behalf of that German Guarantor and to make or accept declarations under or in connection with this Agreement; and

(e)

a copy of a resolution (Gesellschafterbeschluss) signed by all the shareholders or partners of that German Guarantor approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and instructing the managing director(s) of that German Guarantor to execute the Finance Documents to which it is a party and each such other resolution which might be required by that German Guarantor's Articles of Association (Satzung or Gesellschaftsvertrag as applicable).

5.	A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 and 4 above.

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6.	If required by applicable law, a copy of a resolution signed by all the holders of the issued shares of the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party.

A certificate of the Additional Guarantor (signed by a director (or an officer if the Additional Guarantor is a US Obligor)) confirming that securing, borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any securing, borrowing, guaranteeing or similar limit binding on it to be exceeded.

8.	A certificate of an authorised signatory of the Additional Guarantor certifying that each copy document relating to it and listed in this Part III of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter.

9.	A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document.

10.	If available, the latest audited financial statements of the Additional Guarantor.

11.	A legal opinion of Chiomenti, legal advisers to the Arranging Parties and the Agent as to English law.

12.	If the Additional Guarantor is organised under the laws of a jurisdiction other than England and Wales, a legal opinion of the legal advisers to the Arranging Parties and the Agent in the jurisdiction in which the Additional Guarantor is incorporated.

13.

A legal opinion of Clifford Chance LLP or other reputable counsel to the relevant Additional Guarantor as advisers to the Obligors as to the laws of the jurisdiction of incorporation of the proposed Additional Guarantors in relation to due incorporation and capacities, powers and authority to enter into the Finance Documents.

14.

If the proposed Additional Guarantor is organised under the laws of a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 42.2 (Service of process) of this Agreement, if not an Obligor, has accepted its appointment in relation to the proposed Additional Guarantor.

15.	If the proposed Additional Guarantor is a US Obligor:

(a)

a solvency certificate signed by the chief financial officer or chief accounting officer of such Obligor in form and substance satisfactory to the Agent and its counsel; and

(b)

a certificate as to the existence and good standing of such US Obligor from the appropriate governmental authorities in such US Obligor's jurisdiction of organisation.

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16.

If the Additional Guarantor is an Italian Guarantor, a certificate (certificato di vigenza) issued by the competent Registro delle Imprese in respect of such Italian Guarantor dated no earlier than five (5) Business Days prior to the date of the Accession Letter confirming that no insolvency procedure have been commenced with respect to such Italian Guarantor.

17.	Copies of any information and any other evidence reasonably requested by any Lender required in order to comply with "know your customer" or anti-money laundering requirements under applicable laws.

- 181 -

Schedule 3
Requests

Part I
Utilisation Request

From:

IGT Lottery S.p.A.

To:	Mediobanca – Banca di Credito Finanziario S.p.A., as Agent

Dated:

[Date]

Ladies and Gentlemen

IGT Senior Facilities Agreement

dated [·] 2025 (the "Facilities Agreement")

1.	We refer to the Facilities Agreement. This is a Utilisation Request. Terms defined in the Facilities Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

2.	We wish to borrow a Loan on the following terms:

(a)

Borrower: IGT Lottery S.p.A.

(b)

Facility:         [Facility A]/[Facility B]

(c)

Proposed Utilisation Date: [·] (or, if that is not a Business Day, the next Business Day)

(d)

Currency of Loan:          Euro

(e)

Amount:          [·] or, if less, the Available Facility

(f)

Interest Period:          [·]

3.	We confirm that each condition specified in Clause ‎4.2 (Further conditions precedent) of the Facilities Agreement is satisfied on the date of this Utilisation Request.

4.	The proceeds of this Loan should be credited to [account].

5.	This Utilisation Request is irrevocable.

Yours faithfully

authorised signatory for

IGT Lottery S.p.A.

- 182 -

Part II
Selection Notice

From:

IGT Lottery S.p.A.

To:	Mediobanca – Banca di Credito Finanziario S.p.A., as Agent

Dated:

Ladies and Gentlemen

IGT Senior Facilities Agreement

dated [·] 2025 (the "Facilities Agreement")

1.	We refer to the Facilities Agreement. This is a Selection Notice. Terms defined in the Facilities Agreement have the same meaning in this Selection Notice unless given a different meaning in this Selection Notice.

2.	We refer to the following [Facility A/Facility B] Loan[s] with an Interest Period ending on [           ].

3.	We request that the next Interest Period for the above [Facility A/Facility B] Loan[s] is [           ].

4.	This Selection Notice is irrevocable.

Yours faithfully

authorised signatory for

IGT Lottery S.p.A.

- 183 -

Schedule 4
Form of Transfer Certificate

To:	Mediobanca – Banca di Credito Finanziario S.p.A., as Agent

From:

[The Existing Lender] (the "Existing Lender") and [The New Lender] (the "New Lender")

Dated:

[insert date]

IGT Senior Facilities Agreement

dated [·] 2025 (the "Facilities Agreement")

1.	We refer to the Facilities Agreement. This is a Transfer Certificate. Terms defined in the Facilities Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.

2.	We refer to Clause ‎25.5 (Procedure for transfer) of the Facilities Agreement:

(a)

The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation all or part of the Existing Lender's Commitment, rights and obligations referred to in the Schedule in accordance with Clause ‎25.5 (Procedure for transfer) of the Facilities Agreement.

(b)

The proposed Transfer Date is [·].

(c)

The Facility Office and address, and attention details for notices of the New Lender for the purposes of Clause 32.1 (Notices generally) of the Facilities Agreement are set out in the Schedule.

3.	The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in paragraph (c) of Clause 25.4 (Limitation of responsibility of Existing Lenders) of the Facilities Agreement.

4.	This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.

5.	The New Lender confirms, for the benefit of the Agent and without liability to any Obligor, that it is:

(a)

[not a Qualifying Lender];

(b)

[a Qualifying Lender other than an Exempt Lender or a Treaty Lender];

(c)

[an Exempt Lender]; or

(d)

[a Treaty Lender].

This Transfer Certificate and any non-contractual obligations arising out of or in connection with it are governed by English law.

- 184 -

WARNING: Please seek Dutch legal advice (i) until competent authority publishes its interpretation of the term "public" (as referred to in article 4.1(1) of the Capital Requirements Regulation (EU/575/2013)), if any amount lent to a Dutch borrower is to be transferred which is less than EUR 100,000 (or its equivalent) and (ii) as soon as competent authority publishes its interpretation of the term "public", if the New Lender is considered to be part of the public on the basis of that interpretation.

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THE SCHEDULE

Commitment/rights and obligations to be transferred

[insert relevant details]

[Facility Office address, and attention details for notices and account details for payments]

[Existing Lender]			[New Lender]

By:			By:

This Transfer Certificate is accepted by the Agent and the Transfer Date is confirmed as [·].

[Agent]

By:

- 186 -

Schedule 5
Form of Assignment Agreement

To:	Mediobanca – Banca di Credito Finanziario S.p.A., as Agent

From:

[the Existing Lender] (the "Existing Lender") and [the New Lender] (the "New Lender")

Dated:

[insert date]

IGT Senior Facilities Agreement

dated [·] 2025 (the "Facilities Agreement")

1.	We refer to the Facilities Agreement. This is an Assignment Agreement. Terms defined in the Facilities Agreement have the same meaning in this Assignment Agreement unless given a different meaning in this Assignment Agreement.

2.	We refer to Clause 25.5 (Procedure for assignment) of the Facilities Agreement:

(a)

The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Facilities Agreement and the other Finance Documents which relate to that portion of the Existing Lender's Commitment and participations in Loans under the Facilities Agreement as specified in the Schedule.

(b)

The Existing Lender is released from all the obligations of the Existing Lender which correspond to that portion of the Existing Lender's Commitment and participations in Loans under the Facilities Agreement specified in the Schedule.

(c)

The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph (b) above.

3.	The proposed Transfer Date is [·].

4.	On the Transfer Date the New Lender becomes Party to the Finance Documents as a Lender.

5.	The Facility Office and address, and attention details for notices of the New Lender are set out in the Schedule.

6.	The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in paragraph (c) of Clause 25.4 (Limitation of responsibility of Existing Lenders) of the Facilities Agreement.

7.	The New Lender confirms, for the benefit of the Agent and without liability to any Obligor, that it is:

(a)

[not a Qualifying Lender];

(b)

[a Qualifying Lender other than an Exempt Lender or a Treaty Lender];

(c)

[an Exempt Lender]; or

(d)

[a Treaty Lender].

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[9/10].

This Assignment Agreement acts as notice to the Agent (on behalf of each Finance Party) and, upon delivery in accordance with Clause 25.7 (Copy of Transfer Certificate or Assignment Agreement to the Parent) of the Facilities Agreement, to the Borrower (on behalf of each Obligor) of the assignment referred to in this Assignment Agreement.

[10/11].

This Assignment Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Assignment Agreement.

[11/12].

This Assignment Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

[12/13].

This Assignment Agreement has been entered into on the date stated at the beginning of this Assignment Agreement.

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THE SCHEDULE

Rights to be assigned and obligations to be released and undertaken

[insert relevant details]
[Facility A and Facility B must be transferred pro rata]

[Facility office address, and attention details for notices and account details for payments]

[Existing Lender]			[New Lender]

By:			By:

This Assignment Agreement is accepted by the Agent and the Transfer Date is confirmed as [·].

Signature of this Assignment Agreement by the Agent constitutes confirmation by the Agent of receipt of notice of the assignment referred to herein, which notice the Agent receives on behalf of each Finance Party.

[Agent]

By:

- 189 -

Schedule 6
Form of Accession Letter

To:	Mediobanca – Banca di Credito Finanziario S.p.A., as Agent

From:

[Subsidiary] and [Borrower]

Dated:

Ladies and Gentlemen

IGT Senior Facilities Agreement

dated [·] 2025 (the "Facilities Agreement")

1.	We refer to the Facilities Agreement. This is an Accession Letter. Terms defined in the Facilities Agreement have the same meaning in this Accession Letter unless given a different meaning in this Accession Letter.

2.	[Subsidiary] agrees to become an Additional Guarantor and to be bound by the terms of the Facilities Agreement and the other Finance Documents as an Additional Guarantor pursuant to Clause 26.2 (Additional Guarantors) of the Facilities Agreement.

3.	[Subsidiary] is a [company] duly organised under the laws of [name of relevant jurisdiction] [and is a limited liability company and its registered number is [·]].

4.	[Subsidiary's] administrative details are as follows:

Address:

Fax No.:

Attention:

5.	[The guarantee to be granted by [Subsidiary] pursuant to Clause 19 (Guarantee and Indemnity) of the Facilities Agreement shall be subject to the following limitations [insert as applicable – subject to agreement with Agent (acting reasonably)].

6.	This Accession Letter and any non-contractual obligations arising out of or in connection with it are governed by English law.

7.	This Accession Letter is entered into by deed.

[Borrower]       [Subsidiary]

[witnessed by:

Name

Occupation

Address

- 190 -

Schedule 7
Form of Resignation Letter

To:	Mediobanca – Banca di Credito Finanziario S.p.A., as Agent

From:

[Resigning Guarantor] and [Borrower]

Dated:

Ladies and Gentlemen

IGT Senior Facilities Agreement

dated [·] 2025 (the "Facilities Agreement")

1.	We refer to the Facilities Agreement. This is a Resignation Letter. Terms defined in the Facilities Agreement have the same meaning in this Resignation Letter unless given a different meaning in this Resignation Letter.

2.	Pursuant to Clause 26.3 (Resignation of a Guarantor), of the Facilities Agreement, we request that [Resigning Guarantor] be released from its obligations as a [Guarantor] under the Facilities Agreement and the other Finance Documents.

3.	We confirm that:

(a)

no Default is continuing or would result from the acceptance of this request; and

(b)

this request is given in relation to [a Third Party Disposal of [Resigning Guarantor] ceasing to be a Material Subsidiary]; [the all Lender consent obtained on [insert date]];

4.	This letter and any non-contractual obligations arising out of or in connection with it are governed by English law.

Borrower			[Resigning Guarantor]

By:			By:

- 191 -

Schedule 8
Form of Compliance Certificate

To:	Mediobanca – Banca di Credito Finanziario S.p.A., as Agent

From:

International Game Technology PLC, as Parent

Dated:

Ladies and Gentlemen

IGT Senior Facilities Agreement

dated [·] 2025 (the "Facilities Agreement")

1.	We refer to the Facilities Agreement. This is a Compliance Certificate. Terms defined in the Facilities Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

2.	We confirm that:

[Insert details of covenants to be certified].

[Insert details and calculations required pursuant to Clause 21.1 of the Facilities Agreement].

3.	[When applicable] We confirm that the Parent has complied with Clause 22 (Financial Covenants) of the Facilities Agreement.

4.	[When applicable] We confirm that the Parent has complied with Clause 23.23 (Guarantor threshold test and Additional Guarantors) of the Facilities Agreement. Following are the computations (in reasonable detail): [·]

[When applicable] Pursuant to paragraph (c) of Clause 21.2 (Provision and contents of Compliance Certificate) of the Facilities Agreement, we confirm that [there has been no change to the list of Material Subsidiaries since the Compliance Certificate for the Financial Quarter ending 31 December [·].]/[The following is the list of Material Subsidiaries as at (insert date):]

Signed

Chief Financial Officer

International Game Technology PLC

- 192 -

Schedule 9
Agreed Security Principles

1.	SECURITY PRINCIPLES

1.1

The Security to be provided pursuant to Clause 23.22 (Further assurance and Security following Debt Ratings decrease) of the Facilities Agreement will be given in accordance with these agreed security principles and the limitations set forth in Clauses 19.11 (Limitations on US guarantees) to 19.13 (German guarantee limitations) of the Facilities Agreement (the "Agreed Security Principles"). This Schedule addresses the manner in which the Agreed Security Principles will impact on the guarantees and Security proposed to be taken pursuant to Clause 23.22 (Further assurance and Security following Debt Ratings decrease) of the Facilities Agreement or Clause 23.23 (Guarantor threshold test and Additional Guarantors) of the Facilities Agreement. Terms defined in Clause 23.22 (Further assurance and Security following Debt Ratings decrease) of the Facilities Agreement or Clause 23.23 (Guarantor threshold test and Additional Guarantors) of the Facilities Agreement shall have the same meaning where used in this Schedule.

1.2	The Security Principles embody a recognition by all parties that there may be certain legal and practical difficulties in obtaining effective guarantees and security from members of the Group in the relevant jurisdictions of incorporation. In particular:

(a)

general statutory limitations, financial assistance, corporate benefit, fraudulent preference, tax restrictions or costs, retention of title claims and similar principles may limit the ability of a member of the Group to provide Security or any guarantee or may require that the Security or guarantee be limited by an amount or otherwise;

(b)

a key factor in determining whether or not Security shall be taken or the extent of its perfection is the applicable cost (including adverse effects on interest deductibility and stamp duty, notarisation and registration fees) which shall not be disproportionate to the benefit to the Lenders of obtaining such Security. In particular, the Parties acknowledge that Imposta Sostitutiva pursuant to article 15 and subsequent of Italian Presidential Decree No. 601/1973 as amended and supplemented from time to time will not be available with respect to the Agreement. Accordingly, Security that requires payment of an ad valorem registration tax on the amount of the Secured obligations will not be taken subject to paragraph (c) below;

(c)

the maximum guaranteed or secured amount may be limited to minimise stamp duty, notarisation, registration or other applicable fees, taxes and duties where the benefit of increasing the guaranteed or secured amount is disproportionate to the level of such fee, taxes and duties;

(d)

where there is material incremental cost involved in creating Security over assets owned by an Obligor in a particular category the principle stated at paragraph (b) above shall apply and, subject to the Agreed Security Principles, only the material assets in that category shall be subject to Security;

- 193 -

(e)

it is acknowledged that in certain jurisdictions it may be either impossible or impractical to create Security over certain categories of assets in which event Security will not be taken over such assets;

(f)

any assets subject to third party arrangements which may prevent such assets from being charged will be excluded from any relevant Security Document; provided that such third party arrangements are permitted under this Agreement and provided further that the consent of that third party has been requested. In particular, in certain circumstances, the granting of Security over the shares of a member of the Group which holds a gaming license or concession will require the prior consent of the relevant gaming or licensing authority. No guarantee or assurance can be given in such respect;

(g)

members of the Group will not be required to enter into Security Documents or guarantees if the same would conflict with the fiduciary duties of the directors (or other officers) of the relevant member of the Group or contravene any legal prohibition or would result in (or in a material risk of) personal or criminal liability on the part of any director (or other officer) of any member of the Group; provided that the relevant member of the Group shall use reasonable endeavours to overcome any such obstacle;

(h)

members of the Group will not be required to enter into Security Documents or guarantees if the same would conflict with the terms of any applicable shareholder agreements or if the granting of the relevant Security or guarantee would be prohibited for regulatory reasons;

(i)

no Joint Venture shall be required to become a Guarantor nor shall any member of the Group be required to grant Security over any interest in any Joint Venture;

(j)

the granting of Security or the perfection of the Security granted will not be required if it would restrict the ability of the relevant member of the Group to conduct its operations and business in the ordinary course as otherwise permitted by the Finance Documents. Accordingly, no Security shall be granted over bank accounts or insurance policies of members of the Group;

(k)

to the extent possible and without prejudice to the rights of the Finance Parties, all Security shall be given in favour of a security agent and not the Finance Parties individually; "Parallel debt" provisions will be used where necessary, subject to applicable law. Where Security is granted in respect of more than one instrument or category of creditor of Pari Passu Indebtedness, there shall be a single security agent or trustee appointed in respect of each relevant Security Document and customary intercreditor arrangements shall be entered into between the relevant creditors of the Pari Passu Indebtedness setting out, inter alia, a common waterfall on enforcement and customary security agent or trustee protections; and

(l)

with regard to Security over any intercompany notes, the fact they are secured shall not prevent the relevant debtors from repaying or prepaying or otherwise discharging the relevant outstandings at any time prior to the taking of any action pursuant to Clause 24.16 (Acceleration) of the Facilities Agreement.

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1.3

The Parent need only perform its obligations to procure that any other member of the Group becomes an Additional Guarantor or to procure the granting of Security over its shares or other ownership interests if: (i) it is not unlawful for the relevant person to become a Guarantor and that person becoming a Guarantor would not result in personal liability for that person's directors or other management, and (ii) the guarantee would have some economic value having regard to corporate benefit and other relevant restrictions applicable to the person granting the guarantee. Each Obligor must use, and must procure that the relevant person uses, all reasonable endeavours lawfully available to avoid any such unlawfulness or personal liability. This includes agreeing to a limit on the amount guaranteed. The Agent may (but shall not be obliged to) agree to such a limit if, in its opinion, to do so would avoid the relevant unlawfulness or personal liability. The Agent and the relevant Additional Guarantor (each acting reasonably and on the basis of the advice of their respective local counsel) may agree to other limitations for the purpose of avoiding any obstacle to the grating of an additional guarantee.

2.	TERMS OF SECURITY DOCUMENTS

2.1	The following principles will be reflected in the terms of any Security taken:

(a)

Security will not be enforceable until an Event of Default has occurred and notice of acceleration has been given by the Agent under this Agreement;

(b)

the Security Documents should only operate to create Security rather than to impose new commercial obligations; accordingly, they should not contain additional representations, warranties, undertaking and indemnities, unless these are (i) required to be included in any Security Document for the validity and enforceability of the Security Documents or (ii) are the same as or consistent with those contained in this Agreement;

(c)

until an Event of Default has occurred and notice of acceleration has been given by the Agent under this Agreement, pledgors of shares in Obligors shall be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not adversely affect the validity or enforceability of the Security or cause an Event of Default to occur and the Obligors shall be permitted to pay dividends on pledged shares to the pledgors and the pledgors shall be entitled to retain such dividends to the extent permitted under this Agreement;

(d)

any accounts receivable which, if charged, such charge would be prohibited by anti-assignment provisions of contracts or applicable law or would breach the terms of any contract relating to such accounts receivable or would be a default or event of default under the relevant contract or entitle the counterparty to the relevant contract a right to terminate the relevant contract will be excluded from any relevant Security Document; provided that the consent of that counterparty has been sought;

(e)

notification to debtors of Security over accounts receivable will only be given if an Event of Default has occurred and notice of an acceleration has been given by the Agent under this Agreement;

- 195 -

(f)

security over any loan or note intercompany receivables will be perfected upon execution of the Security Document either by virtue of notification to debtors or by acknowledgement in writing by such debtor (as may be required by local law to perfect such Security) subject to no adverse tax consequences;

(g)

the Finance Parties should only be able to exercise any power of attorney granted to them under the Security Documents following the occurrence of an Event of Default in respect of which notice of acceleration has been given by the Agent under this Agreement or material failure to comply with a written request to fulfil a further assurance or perfection obligation;

(h)

the Security Documents shall not operate so as to prevent transactions which are permitted under this Agreement or to require additional consents or authorisations;

(i)

unless the restriction is required by law, the constitutional documents of the Obligors whose shares have been pledged will be amended to remove any restriction on the transfer or the registration of the transfer of the shares on enforcement of the Security granted over them. If the pledging of shares of an Obligor under the Agreed Security Principles or this Agreement requires the prior consent of any gaming or licensing authority ("Gaming Authorities"), including the Nevada Gaming Authorities in connection with the Nevada Pledge, the Parent shall use its commercial reasonable efforts to receive within one hundred and eighty (180) days after the effective date thereof or of this Agreement, as applicable, the approval or consent of the requisite Gaming Authorities of such pledge and, if applicable, any amendment of the Nevada Pledge; provided that such one hundred and eighty (180) day period shall be extended by an additional ninety (90) days so long as within sixty (60) days after the effective date thereof or of this Agreement, the Parent has filed with the appropriate Gaming Authorities all applications required to obtain such approval or consent; and

(j)

it is agreed that no member of the Group that is:

(i)

a controlled foreign corporation for US federal income tax purposes shall be required to accede as an Additional Guarantor hereunder or to have any of its stock or other equity interests pledged pursuant to the terms of this Agreement; or

- 196 -

(ii)

(a) a "related person" (as defined in Section 267(b) or Section 707(b) of the Code) to a borrower under the Existing Revolving Credit Facilities (as amended, extended or refinanced from time to time) whose jurisdiction of formation or organisation is a state in the United States of America or the District of Colombia or that is a United States Person as defined in Section 7701(a)(30) of the Code (including an entity that is disregarded as separate from a United States Person (as defined in such Section) for United States federal income tax purposes (such borrower being a "US RCF Borrower")), (b) where such member of the Group is not a "United States person" (as defined in Section 7701(a)(30) of the Code), and (c) such US RCF Borrower does not own a "controlling interest" (as defined in Section 163(j) of the Code) in such member of the Group will have any obligation or liability, directly or indirectly, grant Security over any of its property or assets pursuant to the terms of this Agreement,

unless, in each case, such member of the Group is required to be or become a guarantor, or have its stock or other equity interests pledged or to grant Security over any of its property or assets pursuant to the terms of the Existing Revolving Credit Facilities (as amended, extended or refinanced from time to time).

3.	FIRST RANKING SECURITY

3.1

Subject to the due execution of all relevant Security Documents, completion of relevant perfection formalities within statutorily prescribed time limits, payment of all registration fees and documentary taxes, any other rights arising by operation of law, and any qualifications contained in any legal opinion delivered under this Agreement, the Agent shall (in the case of such Security Documents creating pledges of shares in an Obligor) obtain a first priority valid pledge of the shares in issue at any time in that Obligor which are owned by another Obligor. Such Security Document shall be governed by the laws of the jurisdiction in which such Obligor whose shares are being pledged is formed.

3.2

It is further acknowledged that pursuant to each Security Document (or, if applicable, this Agreement) any costs, fees, taxes or other amounts payable in connection with any re-taking, re-notarisation, perfection, presentation, novation or re-registration of any Security or any interest in any Finance Document in connection with an assignment or transfer by any Lender shall be borne by the applicable Lender.

- 197 -

Schedule 10
Project Voyager

Project Voyager Transaction	Description
Third Party Disposal(s) (the "Project Voyager Sale")	A sale by the Parent and other members of the Group to a third party of (a) the equity interests in the members of the Group (including US Gaming HoldCo) (the "Targets")¹ (the Targets and their Subsidiaries are the "Target Group") through which the Group conducts its Global Gaming and PlayDigital businesses (the "Target Businesses") and (b) all other assets of the Target Businesses not owned by a member of the Target Group (the "Internal Project Voyager Separation Assets")
Restricted Payment (the "Project Voyager Spin")	A distribution of the equity interests of the Subsidiary of the Parent which only owns, directly or indirectly, the members of the Target Group and the Internal Project Voyager Separation Assets (the "Spinco") by the Parent to the shareholders of the Parent (a "Distribution")
Restricted Payment and Merger (the "Project Voyager RMT Transaction") (each of the Project Voyager Sale, the Project Voyager Spin and the Project Voyager RMT Transaction, the "Project Voyager Separation Transaction")	A Distribution followed by a merger of the Spinco and another person pursuant to which the stockholders or shareholders of Spinco will receive equity interests in such other person or in a direct or indirect owner of such other person.
Definitive Agreement	The definitive agreement(s) for the Project Voyager Separation Transaction (the "Project Voyager Definitive Agreement") may obligate one or more remaining members of the Group to indemnify the counterparty(ies) to the Project Voyager Definitive Agreement (the "Project Voyager Separation Transaction Counterparty") for certain matters
Release of Certain Security	The Security over the shares of US Gaming HoldCo shall be released immediately prior to the closing of the Project Voyager Separation Transaction (the "Project Voyager Separation Transaction Closing")

¹      Certain members of the Target Group are Guarantors. Dutch Lottery HoldCo, the Borrower and US Lottery OpCo are not members of the Target Group.

- 198 -

Project Voyager Transaction	Description
Internal Separation Disposals	Certain members of the Group which are Obligors may transfer assets of the Target Businesses to members of the Target Group which are not and will not become Obligors and certain members of the Target Group which are Obligors may transfer assets that are not assets of the Target Business to members of the Group
Credit Support Indemnity Agreements and Credit Support Guarantees	The continuation, following the Project Voyager Separation Transaction Closing, of (a) agreements by members of the Group (the "Credit Support Indemnity Agreements") in favour of banks and surety companies (the "Credit Support Providers") pursuant to which such members of the Group have agreed to indemnify the Credit Support Providers for any claims made by beneficiaries under instruments (e.g., letters of credit, bank guarantees and surety policies) issued by the Credit Support Providers on behalf of members of the Target Group to secure obligations of such members of the Target Group arising in the ordinary course of business of such members of the Target Group (the "Credit Support Instruments") and (b) guarantees by members of the Group (the "Credit Support Guarantees") in favour of Credit Support Providers pursuant to which members of the Group other than members of the Target Group have guaranteed the obligations of members of the Target Group under Credit Support Indemnity Agreements; provided that (i) one or more members of the group of which the Project Voyager Separation Transaction Counterparty is a member (the " Project Voyager Separation Transaction Counterparty Group") indemnify/indemnifies the relevant members of the Group with respect to all of their obligations to the Credit Support Providers under the Credit Support Indemnity Agreements and the Credit Support Guarantees with respect to the Credit Support Instruments in effect from the Project Voyager Separation Transaction Closing and (ii) the indemnification obligations of the member(s) of the Project Voyager Separation Transaction Counterparty Group are guaranteed by guarantors satisfactory to the Parent or secured by security over collateral satisfactory to the Parent; and provided further that the aggregate amount of the Credit Support Instruments outstanding after the Project Voyager Closing Date shall not exceed the aggregate amount of the Credit Support Instruments outstanding as of the Project Voyager Closing Date

- 199 -

Schedule 11
Self-declaration Form

The undersigned [Lender's legal representative], domiciled at [Lender's legal representative address], legal representative of [Lender's Name], with its registered office at [Lender's registered address] (the "Lender").

CONSIDERING THAT

The Lender is a lender under the Senior Facilities Agreement (the "Agreement") entered into by IGT Lottery S.p.A. (the "Borrower") and pursuant to article 26, paragraph 5-bis, of Presidential Decree No. 600 of 29 September 1973, according to which, without prejudice to the provisions on the reserve of activity relating to the advancing of financings vis-à-vis the public under Legislative Decree No. 385 of 1 September 1993, no Italian withholding tax applies to interest payments relating to financing having a maturity higher than 18 months made by Italian entities to:

Credit institutions established in a EU Member State;

Insurance companies incorporated under the laws of a EU Member State and authorized under the legislative provisions of a EU Member State;

Institutional investors, whether or not subject to tax, which are established in a country or territory allowing an adequate exchange of information with the Italian tax authority and listed in the Ministerial Decree dated 4 September 1996 (the "White List"), to the extent they are subject to regulatory supervision in the place of establishment; and

Entities listed under article 2, paragraph 5, numbers from 4) to 23), of Directive 2013/36/EU.

DECLARES

that [Lender's Name] is the recipient and sole and exclusive beneficial owner of interest due to it under this Agreement with respect to a commitment amount of __________, in compliance with art. 4 of the applicable Double Tax Treaty between __________ (Lender Country) and the __________ (Borrower Country); and

(Please check one of the following four boxes, if applicable)

That [Lender's Name] is a credit institution established in a EU Member State.

That [Lender's Name] is an insurance company incorporated under the laws of a EU Member State and authorized under the legislative provisions of a EU Member State.

That [Lender's Name] is an institutional investor, whether or not subject to tax, established in a country or territory allowing an adequate exchange of information with the Italian tax authority and included in the White List and therein subject to regulatory supervision.

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That [Lender's Name] is an entity listed under article 2, paragraph 5, numbers from 4) to 23), of Directive 2013/36/EU.

that its activity under the agreement is compliant with provisions of law governing the reserved matters on the granting of loans to the public under legislative decree 1 September 1993, n. 385;

that all information in this declaration is, to the best of [Lender's name] knowledge, correct, and that the undersigned shall notify the Agent (i) if one or more of the declarations above ceases to be, to the best of [Lender's name] knowledge, correct, and (ii) of any variations in the supplied data and information;

That the interest amount received under the Agreement is subject to corporation tax in__________ (Lender Country) or not subject to tax given that it is an institutional investor not subject to tax;

It is not acting as an intermediary, an agent, a delegate or a fiduciary of another person;

It does not perform any commercial activity in the Republic of Italy through a permanent establishment;

It is resident in __________, as certificated in the attached attestation, issued by the __________ (local tax authority); and

It is not considered to be also resident in a non–EU country on the basis of a Double Taxation Convection (dual residence).

Place and date of signature

Signature of Legal Representative of


[Name and Surname]
[Title]

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Schedule 12
Beneficial Owner's Attestation

The ___________ (Please specify branch)_______________________ (the "Lender"), with registered offices in _______________________ (Country where the Branch is located) in the person of its legal representative _______________________ born in __________, on __________ and resident in _______________________.

CONSIDERING THAT

The Lender is a lender under the Senior Facilities Agreement (the "Agreement") entered into by IGT Lottery S.p.A. (the "Borrower").

DECLARES

That the interest amount received under the Agreement is subject to corporation tax in Italy;

To be the recipient and the beneficial owner of any interest payment due/to be paid under the Agreement with respect to a commitment amount of __________;

It is not acting as an intermediary, an agent, a delegate or a fiduciary of another person;

The information contained in this declaration is true.

Place and date

(Company stamp and signature of the legal representative)

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Schedule 13
Compounded Rate Terms

*Cost of funds as a fallback* Cost of funds will not apply as a fallback.
*Definitions*

Break Costs:	None specified.

Central Bank Rate Adjustment:	The "Central Bank Rate Adjustment" in relation to the Central Bank Rate for any RFR Banking Day is the twenty per cent. (20%) trimmed arithmetic mean (calculated by the Agent, or by any other Finance Party which agrees to do so in place of the Agent) of the Central Bank Rate Spreads for the five (5) most immediately preceding RFR Banking Days (each a "Reference Day") for which the RFR and the Central Bank Rate are available, where: "Central Bank Rate Spread" means, in relation to a Reference Day, the difference (expressed as a percentage rate per annum) calculated by the Agent (or by any other Finance Party which agrees to do so in place of the Agent) between: (a)        the RFR for such Reference Day; and (b)        the Central Bank Rate for such Reference Day.
Credit Adjustment Spread:	A spread determined so as to eliminate, to the extent reasonably practicable, any transfer of economic value between the Lenders and the Borrower as the consequence of a Rate Switch Trigger Event, as may be approved by Agent (acting on the instructions of the Majority Lenders) based on the calculations of the Agent made in accordance with (in the following order or priority): (A) applicable laws and regulations (including any regulation of the EU Commission under Regulation (EU) 2016/1011) or, in the absence thereof, or (B) the recommendations of any Relevant Nominating Body.

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Daily Rate:	The "Daily Rate" for any RFR Banking Day is:

	(a)        the RFR for that RFR Banking Day;

	(b)        if the RFR for that RFR Banking Day is not available, the Historic RFR for that RFR Banking Day; or

	(c)         if paragraph (b) above applies but the Historic RFR for that RFR Banking Day is not available, the percentage rate per annum which is the sum of:

	(i)            the Central Bank Rate for that RFR Banking Day; and

	(ii)           the applicable Central Bank Rate Adjustment; or

	(d)         if paragraph (c) above applies but the Central Bank Rate for that RFR Banking Day is not available, the percentage rate per annum which is the sum of:

	(i)            the most recent Central Bank Rate for a day which is no more than two RFR Banking Days before that RFR Banking Day; and

	(ii)           the applicable Central Bank Rate Adjustment,

	rounded, in either case, to four decimal places and if, in either case, the sum of such rate and the Credit Adjustment Spread applicable to the relevant Loan is less than zero, the Daily Rate shall be deemed to be such a rate that the sum of the Daily Rate and that Credit Adjustment Spread is zero.

Lookback Period:	Five (5) RFR Banking Days.

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Market Disruption Rate:	The percentage rate per annum which is the sum of:

	(a)         the Cumulative Compounded RFR Rate for the Interest Period of the relevant Loan; and

	(b)         the Credit Adjustment Spread applicable to such Loan.

Reporting Day:	The day which is the Lookback Period prior to the last day of the Interest Period or, if such day is not a Business Day, the immediately following Business Day.

RFR:	The Euro short-term rate (€STR) administered by the European Central Bank (or any other person which takes over the administration of such rate) published by the European Central Bank (or any other person which takes over publication of such rate).

RFR Banking Day:	A day (other than a Saturday or a Sunday) which is a TARGET Day.

*Interest Periods*

Length of Interest Period in absence of selection (paragraph (f) of Clause 11.1 (Selection of Interest Periods and terms)):	Three (3) Months.

Periods capable of selection as Interest Periods (paragraph (c) of Clause 11.1 (Selection of Interest Periods and terms)):	Three (3) or six (6) Months.

*Reporting Times*

Deadline for Lenders to report market disruption in accordance with Clause 12.2 (Market disruption):	Close of business in Milan on the Reporting Day for the relevant Loan.

Deadline for Lenders to report their cost of funds in accordance with Clause 12.3 (Cost of funds):	Close of business on the date falling two (2) Business Days after the Reporting Day for the relevant Loan (or, if earlier, on the date falling two (2) Business Days before the date on which interest is due to be paid in respect of the Interest Period for such Loan).

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Schedule 14
Daily Non-Cumulative Compounded RFR Rate

The "Daily Non-Cumulative Compounded RFR Rate" for any RFR Banking Day "i" during an Interest Period for a Compounded Rate Loan is the percentage rate per annum (without rounding, to the extent reasonably practicable for the Finance Party performing the calculation, taking into account the capabilities of any software used for that purpose) calculated as set out below:

where:

"UCCDR_i" means the Unannualised Cumulative Compounded Daily Rate for that RFR Banking Day "i";

"UCCDR_i-1" means, in relation to that RFR Banking Day "i", the Unannualised Cumulative Compounded Daily Rate for the immediately preceding RFR Banking Day (if any) during such Interest Period;

"dcc" means 360 or, in any case where market practice in the Relevant Market is to use a different number for quoting the number of days in a year, that number;

"n_i" means the number of calendar days from, and including, that RFR Banking Day "i" up to, but excluding, the following RFR Banking Day; and

the "Unannualised Cumulative Compounded Daily Rate" for any RFR Banking Day (the "Cumulated RFR Banking Day") during such Interest Period is the result of the below calculation (without rounding, to the extent reasonably practicable for the Finance Party performing the calculation, taking into account the capabilities of any software used for that purpose):

where:

"ACCDR" means the Annualised Cumulative Compounded Daily Rate for that Cumulated RFR Banking Day;

"tn_i" means the number of calendar days from, and including, the first day of the Cumulation Period to, but excluding, the RFR Banking Day which immediately follows the last day of the Cumulation Period;

"Cumulation Period" means the period from, and including, the first RFR Banking Day of such Interest Period to, and including, that Cumulated RFR Banking Day;

"dcc" has the meaning given to that term above; and

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the "Annualised Cumulative Compounded Daily Rate" for that Cumulated RFR Banking Day is the percentage rate per annum (rounded upwards to four (4) decimal places) calculated as set out below:

where:

"d₀" means the number of RFR Banking Days in the Cumulation Period;

"Cumulation Period" has the meaning given to that term above;

"i" means a series of whole numbers from one to d₀, each representing the relevant RFR Banking Day in chronological order in the Cumulation Period;

"DailyRate_i-LP" means, for any RFR Banking Day "i" in the Cumulation Period, the Daily Rate for the RFR Banking Day which is the Lookback Period prior to that RFR Banking Day "i";

"n_i" means, for any RFR Banking Day "i" in the Cumulation Period, the number of calendar days from, and including, that RFR Banking Day "i" up to, but excluding, the following RFR Banking Day;

"dcc" has the meaning given to that term above; and

"tn_i" has the meaning given to that term above.

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Schedule 15
Cumulative Compounded RFR Rate

The "Cumulative Compounded RFR Rate" for any Interest Period for a Compounded Rate Loan is the percentage rate per annum (rounded to the same number of decimal places as is specified in the definition of "Annualised Cumulative Compounded Daily Rate" in Schedule 14 (Daily Non-Cumulative Compounded RFR Rate)) calculated as set out below:

where:

"d₀" means the number of RFR Banking Days during the Interest Period;

"i" means a series of whole numbers from one to d₀, each representing the relevant RFR Banking Day in chronological order during the Interest Period;

"DailyRate_i-LP" means for any RFR Banking Day "i" during the Interest Period, the Daily Rate for the RFR Banking Day which is the Lookback Period prior to that RFR Banking Day "i";

"n_i" means, for any RFR Banking Day "i", the number of calendar days from, and including, that RFR Banking Day "i" up to, but excluding, the following RFR Banking Day;

"dcc" means 360 or, in any case where market practice in the Relevant Market is to use a different number for quoting the number of days in a year, that number; and

"d" means the number of calendar days during such Interest Period.

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SIGNATORIES

The Borrower

IGT LOTTERY S.P.A.

By:

/s/ Claudio Demolli

The Original Guarantors

INTERNATIONAL GAME TECHNOLOGY PLC

By:

/s/ Claudio Demolli

IGT

By:

/s/ Claudio Demolli

IGT CANADA SOLUTIONS ULC

By:

/s/ Claudio Demolli

IGT FOREIGN HOLDINGS CORPORATION

By:

/s/ Claudio Demolli

IGT GERMANY GAMING GMBH

By:

/s/ Claudio Demolli

IGT GLOBAL SOLUTIONS CORPORATION

By:

/s/ Claudio Demolli

IGT LOTTERY HOLDINGS B.V.

By:

/s/ Claudio Demolli

INTERNATIONAL GAME TECHNOLOGY

By:

/s/ Claudio Demolli

The Global Coordinator, Bookrunner and Mandated Lead Arranger

BANK OF AMERICA EUROPE DESIGNATED ACTIVITY COMPANY

By:

/s/ Mattheu Plateau

The Bookrunner and Mandated Lead Arranger

BANCO BPM S.P.A.

By:	/s/ Arnaldo Janutolo Gros

By:	/s/ Corrado Mangeroni

BNP PARIBAS, ITALIAN BRANCH

By:	/s/ Laura Mutto

By:	/s/ Tiziana Fioretti

BPER BANCA S.P.A.

By:

/s/ Nicola Porcari

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, MILAN BRANCH

By:	/s/ Maura Mutti

By:	/s/ Simone Gastaldo

ING BANK N.V. – MILAN BRANCH

By:	/s/ Anna Testera

By:	/s/ Eugenia Casadio

INTESA SANPAOLO S.P.A.

By:	/s/ Daniele De Leonardis

By:	/s/ Salvatore Cascone

MEDIOBANCA – BANCA DI CREDITO FINANZIARIO S.P.A.

By:	/s/ Francesco Chiaraluce

By:	/s/ Gabriele Glavich

UNICREDIT S.P.A.

By:	/s/ Marcello Ivaldi

By:	/s/ Valeria Toscano

The Mandated Lead Arranger

BANCO SANTANDER, S.A.

By:	/s/ David Peters

By:	/s/ Matthew Thomas

The Agent

MEDIOBANCA – BANCA DI CREDITO FINANZIARIO S.P.A.

By:	/s/ Stefania Peverelli

By:	/s/ Simona Gherardi

The Original Lenders

BANCA NAZIONALE DEL LAVORO S.P.A.

By:	/s/ Andrea Ceccarelli

By:	/s/ Palma Fanigliulo

BANCO BPM S.P.A.

By:	/s/ Arnaldo Janutolo Gros

By:	/s/ Corrado Mangeroni

BANK OF AMERICA EUROPE DESIGNATED ACTIVITY COMPANY

By:

/s/ Mattheu Plateau

BPER BANCA S.P.A.

By:

/s/ Nicola Porcari

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, MILAN BRANCH

By:	/s/ Maura Mutti

By:	/s/ Simone Gastaldo

ING BANK N.V. – MILAN BRANCH

By:	/s/ Anna Testera

By:	/s/ Eugenia Casadio

INTESA SANPAOLO S.P.A.

By:	/s/ Daniele De Leonardis

By:	/s/ Salvatore Cascone

MEDIOBANCA – BANCA DI CREDITO FINANZIARIO S.P.A.

By:	/s/ Francesco Chiaraluce

By:	/s/ Gabriele Glavich

BANCO SANTANDER, S.A.

By:	/s/ David Peters

By:	/s/ Matthew Thomas

UNICREDIT S.P.A.

By:	/s/ Marcello Ivaldi

By:	/s/ Valeria Toscano

Exhibit 99.1

Content STRATEGIC REPORT ............................................. 2 Highlights ............................................................ 2 Executive Chair Letter ...................................... 4 CEO Statement.................................................. 7 Business Overview............................................ 9 Financial Performance...................................... 16 Sustainability ...................................................... 22 Section 172(1) Statement ................................ 39 Principal Risks and Uncertainties ................... 44 DIRECTORS’ REPORT............................................ 49 Governance........................................................ 49 Additional Disclosures ...................................... 60 DIRECTORS’ REMUNERATION REPORT.......... 63 Annual Statement.............................................. 63 Remuneration Policy......................................... 65 Remuneration Implementation Report........... 76 INDEPENDENT AUDITORS’ REPORT................. 93 FINANCIAL STATEMENTS .................................... 100 Consolidated Financial Statements................ 100 Parent Financial Statements ........................... 161 ADDITIONAL INFORMATION................................ 170 Investor Information .......................................... 170 Forward-looking Statements............................ 170 Terms and Abbreviations Common terms and abbreviations that appear throughout this Annual Report and Accounts are defined herein. Other less common terms and phrases are defined in the sections in which they appear. AGM annual general meeting Apollo Funds funds managed by affiliates of Apollo Global Management, Inc. Articles the articles of association of the Parent B2B business-to-business B2C business-to-consumer B2G business-to-government Board the board of directors of International Game Technology PLC Buyer Voyager Parent, LLC, a holding company owned by Apollo Funds CA 2006 the U.K. Companies Act 2006, as amended CEO Chief Executive Officer CFO Chief Financial Officer Company or IGT the Parent, together with its consolidated subsidiaries De Agostini De Agostini S.p.A. DEI diversity, equity and inclusion Director a director of the Parent ESG environmental, social and governance Everi Everi Holdings Inc., a Delaware corporation IGT Gaming IGT’s Gaming & Digital segment as of immediately prior to the time of the announcement of the pending sale, which was formerly IGT’s Global Gaming and PlayDigital segments prior to the first quarter of 2024 NYSE the New York Stock Exchange Parent International Game Technology PLC Proposed Transaction the transactions between the Company, Everi and the Buyer, amongst others, resulting in IGT Gaming and Everi being simultaneously acquired by a newly formed holding company owned by Apollo Funds and combined into a privately-owned enterprise R&D research and development SEC United States Securities and Exchange Commission Strategic Review the evaluation of potential strategic alternatives for IGT’s Gaming and PlayDigital businesses initiated in June 2023 U.K. United Kingdom U.S. United States of America Financial information in this Annual Report and Accounts is stated in millions of U.S. dollars, except per share data or unless otherwise indicated, and is computed based on the amounts in thousands. Certain amounts in columns and rows within tables may not foot due to rounding. Percentages and earnings per share amounts presented are calculated from the underlying unrounded amounts. Annual Report and Accounts 2024 Page | 1

The Directors present their reports and the audited financial statements for International Game Technology PLC and its subsidiaries for the period from January 1, 2024 to December 31, 2024. Financial Highlights $ in Millions Total Revenue 2,512 2,528 2024 2023 Diluted Income Per Share* $1.90 $0.84 2024 2023 * Represents net income attributable to International Game Technology PLC per ordinary share $ in Millions Operating Income 690 754 2024 2023 Dividends Per Share $0.80 $0.80 2024 2023 Company Revenue by Operations 2024 58.1% 41.9% Continuing operations Discontinued operations 2023 58.7% 41.3% Continuing operations Discontinued operations The consolidated balance sheet on page 101 presents the Company’s financial position at December 31, 2024 and December 31, 2023. Movements in cash balances are presented in the consolidated statement of cash flows. Material assets and liabilities have been disclosed within the respective notes to the Consolidated Financial Statements. Net assets were $2.0 billion and $1.8 billion at December 31, 2024 and 2023, respectively. Cash and cash equivalents were $584 million and $572 million at December 31, 2024 and 2023, respectively. Non-financial highlights are included in the section headed “Sustainability” of this Strategic Report from page 22. Strategic Report Annual Report and Accounts 2024 Page | 2

Operational Highlights • Announced IGT’s Gaming & Digital business to be acquired simultaneously with Everi by Apollo Funds in an all-cash transaction • Generated revenue and operating income from continuing operations of $2.5 billion and $690 million, respectively (2023: $2.5 billion; $754 million) • Achieved revenue and income from the discontinued operations of IGT Gaming of $1.8 billion and $403 million, respectively (2023: $1.8 billion; $231 million) • Was awarded significant lottery contracts and extensions in 10 jurisdictions around the globe, including Virginia, Mississippi, Colorado, North Carolina, Lithuania, Luxembourg, Germany, France, Spain and Tennessee • Launched patented Cash Pop™ game in four jurisdictions • Signed five-year iLottery contract with the Atlantic Lottery Corporation to deploy cloud-based remote game server in Atlantic Canada • Showcased OMNIA™, IGT’s integrated lottery solution that converges the retail and digital channels, and world-class retail and iLottery solutions at World Lottery Summit (WLS) 2024 • Was awarded competitive long-term contract to provide the Ohio Lottery Commission’s video lottery terminal central monitoring system • Demonstrated the expansion of IGT’s Wheel of Fortune™ Slots in the video poker, electronic table games and video lottery terminals product categories at G2E 2024 • Debuted Whitney Houston Slots on the new SkyRise™ cabinet at casinos across the U.S. • Won competitive bid to modernize Loto-Québec’s video lottery terminals network • Introduced second omnichannel wide area progressive (WAP) link in Canada with Money Mania slots • Expanded IGT PlayDigital game portfolio to live activations in seven regulated markets throughout North America and additional jurisdictions in Latin America and Europe • Grew portfolio of omnichannel games with IGT PlayDigital’s launch of the award-winning Prosperity Link™ and Mystery of the Lamp™ games • Recognized IGT PlaySports as FanDuel Sportsbooks’ exclusive retail sports betting platform provider in North America for four additional years • Expanded sports betting footprint in Nevada, New Mexico, Puerto Rico, Wisconsin and Colorado via new partnerships Corporate Highlights • Renato Ascoli appointed CEO Global Lottery; Nick Khin appointed President Global Gaming; Gil Rotem appointed President IGT PlayDigital • Enrico Drago appointed to IGT Board of Directors • Became first gaming-industry supplier to achieve Internet Compliance Assessment Program (iCAP) Ready certification for IGT’s iLottery operations from National Council on Problem Gambling • Recertified by World Lottery Association (WLA) for Corporate Social Responsibility Standards and Responsible Gaming Framework for Suppliers for IGT’s Global Lottery and iLottery segments • Increased ratings from FTSE Russell and S&P Global, notable ESG rating agencies, compared to previous assessments • Recognized with Top Employer Certification in the U.S., Canada and Italy by Top Employers Institute • Received company designation as “Best Place to Work for Disability Inclusion” by 2024 Disability Equality Index in the U.S. and U.K. • Earned top score in Human Rights Campaign Foundation’s 2023-2024 Corporate Equality Index and the “Equality 100 Award: Leader in LGBTQ+ Workplace Inclusion” designation • Company and products honored with industry awards: ◦ IGT PlayDigital Engagement Platform named Digital Product of the Year at the 2024 Global Gaming Awards Americas ◦ Tiger and Dragon™ multi-level progressive game won Best Slot Product in the 2025 Global Gaming Business Gaming & Technology Awards ◦ Won Top Performing NEW Premium Game, Top Performing Video Poker Game and Top Performing NEW Online Table Game at the 2024 EKG Slot Awards ◦ Won Best Diversity and Inclusion Employer at the 2024 European Casino Awards ◦ Multidimensional omnichannel games garnered the Lottery Product of the Year at the 2024 International Gaming Awards ◦ IGT PlaySports Won Sportsbook Platform Provider at the EGR North America Awards ◦ Honored in the Diversity and Inclusion category at the 2024 Women in Gaming Diversity & Wellbeing Awards ◦ IGT PlayDigital won SlotCatalog’s Best Game Development Company - North America category at the CasinoBeats Game Developer Awards Strategic Report Annual Report and Accounts 2024 Page | 3

Executive Chair Letter 2024 was a remarkable year for IGT. We delivered on our promise to step up the evaluation of potential strategic alternatives for IGT’s Gaming and PlayDigital businesses (i.e. “IGT Gaming”) initiated in June 2023 with the goal of unlocking the full value of the Company’s portfolio. In February 2024, IGT agreed to separate and merge IGT Gaming with Everi. Management and the Board continued the Strategic Review as part of our continuing efforts to extract maximum value for IGT Gaming. In July 2024, we announced the simultaneous acquisition of both Everi and IGT Gaming by a holding company owned by Apollo Funds. Strategy My fellow Board members have performed their roles well and have demonstrated their commitment to the Strategic Review by participating in several extraordinary meetings during which they made critical contributions to support management as they pursued the Proposed Transaction. After the execution of the transaction agreements relating to the Proposed Transaction, the Board’s focus has progressively shifted to reviewing and evaluating management strategies to position the Company for success as a global lottery pure play following the closing of the Proposed Transaction, currently anticipated by the end of the third quarter of 2025. The Company seeks to maintain its leadership in lottery delivering top-line growth in Lottery and iLottery businesses through its continued commitment to product innovation and process optimization. To this end, the executive management team, which would remain largely intact following closing of the Proposed Transaction, has launched cost control initiatives to structure IGT’s organization to be aligned with its long-term strategy. For further discussion on the Company’s strategy, please see page 10. The governance environment Last year, one of our long serving Non-Executive Directors, Marco Drago, decided to step down at the conclusion of the AGM in May 2024. He was succeeded by Enrico Drago who left his executive leadership position at IGT and joined De Agostini, the Company’s controlling shareholder, as Vice-Chairman. The Board will benefit from his experience, value-creation mindset and understanding of global growth opportunities. Despite the prominence of the extraordinary activities involved by the Strategic Review, the Board continued to ensure the overall direction, effectiveness, supervision and accountability of the Company throughout the year. Each Board committee was engaged and drew the Board’s attention on several key tasks within its respective area of responsibility, such as risk management (including cybersecurity), the accounting implications from the separation of IGT Gaming, compensation practices under IGT’s new remuneration policy (approved at the AGM last year), human capital management (with specific reference to measures adopted to deal with talent loss risks in connection with the Proposed Transaction), ESG and investor outreach, among others. While management of the business and achievement of IGT’s strategic goals remain entrusted to the CEO, the Board kept fostering its proven collaboration with management through continued interactions in the boardroom and during the preparatory steps for Board and Committee sessions. These characteristics continued to favor a well-informed decision-making process during 2024, as recognized by the Directors during the Board’s annual self-evaluation, further details of which are set out in the Directors’ Report on page 59. Risk management The Board retains the overall responsibility for risk management and appreciates that the myriad of risks facing the business have not only become more complex and interconnected, but also developing quicker than ever before. The Audit Committee continued to assist the Board in reviewing and updating the risk management framework to ensure the timely detection, assessment, mitigation and monitoring of top risks that could impact IGT’s ability to achieve its strategic, financial and operational objectives. The Board also supported management’s efforts to refine and adapt as appropriate the Company’s enterprise risk management program, including the policies, practices, programs and procedures designed to ensure the overall control effectiveness and oversee the evolution of the principal and emerging risks. Strategic Report Annual Report and Accounts 2024 Page | 4

Cyber attacks or incidents remain one of the Company’s top enterprise-wide risks - a trend that is consistent across various sectors around the globe. In order to address the SEC rules relating to cyber risk management, strategy, governance and incident disclosure, we have implemented the proven top-down and bottom-up coordination schemes and prioritized resourcing in addressing this risk. During the year, the Audit Committee continued to receive and discuss regular reports from management on, among other things, the internal testing and periodic external assessment of the global information security organization and systems, as well as the continued refinement of risk mitigation programs, leveraging the skills and experience of IGT’s information security engineers and cybersecurity expert Director. Management also reported to the Board directly on the Company’s cybersecurity posture and roadmap. In November 2024, IGT disclosed a cybersecurity incident where an unauthorized third party gained access to certain of its systems. Promptly after detecting the issue, the Company activated its cybersecurity incident response plan and launched an investigation with the support of its external advisors to assess and remediate the unauthorized activity, including proactively taking certain systems offline to help protect them, implementing alternatives for certain operations and working to bring the systems back online. The various cybersecurity processes designed to prevent, detect, report, mitigate and remediate threats and vulnerabilities reinforced the Company’s capability to respond to this incident and any potential future incidents. Artificial intelligence While artificial intelligence (“AI”) is transforming our world bringing many positive benefits to businesses, it has also led to legal and regulatory efforts to address the relevant risks and is now shaping the role of boards in setting and overseeing appropriate governance systems. IGT is constantly evaluating and leveraging key emerging technologies across the industry, including AI-enhanced products and operations, as part of its innovation program. While AI-based tools have the potential to provide predictive data, drive investment opportunities and create efficiencies, it is expected that risks created through such benefits be managed effectively. To this end, the Company has launched a multipronged strategy for approaching the use of AI, particularly generative AI, covering three foundational core areas – governance, training and communication. The IGT Generative AI Policy was designed to help employees make decisions about using generative AI tools, and a targeted mandatory training was also released globally to guide them through an ethical and responsible use of AI and generative AI. During 2024, the Board attended an educational session with an external AI expert covering the most recent trends in AI investment and the productivity gains and barriers in transitioning to an AI-dominated corporate environment, along with reports from management on testing the application of generative AI modules to the business. Sustainability The Board is committed to advancing sustainable practices that benefit the Company and its key stakeholders. Our Sustainable Play initiative celebrates IGT’s dedication to our people and planet as the Company delivers innovation and excellence that is “Ahead of the Game.” IGT’s structured governance framework, which includes high standards of ESG practices, continues to support the Company’s commitment to serving the global gaming industry according to disciplined ethical principles. During the year, the Nominating and Corporate Governance Committee continued to oversee the implementation of the Company’s sustainability and ESG initiatives aligned with and proportional to the Company’s business priorities, including the Company’s decarbonization path and the progress of the 2022-2025 Sustainability Plan targets and actions. The Sustainability Plan - approved in July 2022 - was updated in June 2024 with the aim of ensuring an alignment with both the latest ESG requirements and the Company’s progress of sustainability and business priorities to address the impact of the Proposed Transaction. Further details about the steps that we are taking to contribute to a more sustainable future are set out in the Sustainability review starting on page 22. The Board also appreciates that DEI values are part of IGT’s multi-faceted identity and inclusive environment which are critical to new value creation opportunities by anticipating customer needs and the ever-changing demographics of the communities where we operate. IGT’s Office of Diversity, Equity and Inclusion continued to provide the Compensation Committee and the full Board with regular updates on the Company’s progress in this field. Further discussion on DEI at IGT is set out in the Sustainability review starting on page 26. Investor outreach IGT’s dialogue with the investment community was sustained through the attendance of several broker-sponsored investor conferences and one-on-one discussions with both top and prospective shareholders. Enhancing awareness and understanding of the Company among existing and potential investors is critical to increasing and sustaining market and other stakeholder confidence. During 2024, the Board continued to promote and follow-up on the Company’s investor relations, overseeing management’s engagement and related communications to provide accurate and timely information regarding the Company’s financial and non-financial performance, including with respect to the Strategic Review. Strategic Report Annual Report and Accounts 2024 Page | 5

Returning capital to shareholders The Board continued to support the quarterly cash dividend level, reaffirming the Company’s balanced approach to capital allocation among business investment, debt repayment and shareholder returns. While no repurchase activities were carried out during 2024, as disclosed in the Company’s announcement on the Proposed Transaction, IGT expects significant portions of the cash proceeds from the Proposed Transaction to be used to repay debt and to be returned to shareholders. Concluding remarks The Board remains committed to promoting IGT’s success and delivering its long-term strategy. To our shareholders, investors and other stakeholders, we appreciate your confidence in IGT and on behalf of the Board, I would like to thank you all for your ongoing interest and support. I also take this opportunity to thank the management team and to record my appreciation to my fellow Board members again for their continued dedication and contributions in 2024. Marco Sala Executive Chair Strategic Report Annual Report and Accounts 2024 Page | 6

CEO Statement IGT achieved great results in 2024 and is well-positioned for continued success in 2025. Among the biggest achievements of the year was reaching the outcome of our Strategic Review. In July 2024, we announced that our Gaming and PlayDigital businesses (i.e. “IGT Gaming”) and Everi will be simultaneously acquired by a holding company owned by Apollo Funds in an all-cash transaction. The Proposed Transaction is expected to close in the third quarter of 2025, and the Board and I believe this structure will enable us to unlock the full intrinsic value of our global Lottery enterprise and operate a world-class, pure-play lottery company. In 2024, IGT employees around the world were successful in driving excellent results across the enterprise. We achieved this while undergoing the Strategic Review, preparing for organizational separation and demonstrating unwavering corporate citizenship. Lottery business For our Lottery business, 2024 was marked with significant contract extensions, new customer agreements, same-store sales growth and continued leadership in industry innovation and player insights. We were also pleased to welcome Renato Ascoli as CEO of our Lottery business. With vast industry experience, Renato was inducted into the Lottery Industry Hall of Fame in July and honored for his impact and influence on the global lottery sector. Last year, IGT was awarded lottery contracts and extensions in several jurisdictions around the globe including Virginia, Mississippi, Colorado, North Carolina, Tennessee, Lithuania, Luxembourg, Germany, France and Spain. Our iLottery team also continued its momentum in 2024. We launched our iLottery platform in Connecticut and our platform customers in Georgia and Kentucky are among the fastest growing iLotteries in the U.S. with Georgia surpassing the $1 billion mark in iLottery sales during calendar 2024 fueled by eInstant games Elephant King™ and Lucky Coins™. IGT also won a five-year contract with the Atlantic Lottery Corporation to deploy a remote game server in Atlantic Canada. Lottery players around the world enjoyed IGT games in record volumes in 2024. Strong same-store sales results were primarily driven by an increase in instant ticket, draw-based and multi-jurisdictional jackpot sales. In Italy, same-store sales increased over 4% in 2024 consistent with the steady, long-term growth in the lottery industry. Accelerated product innovation was also central to the Lottery’s business achievements in 2024. At the World Lottery Summit (WLS) 2024, IGT showcased LotteryLink™ the Company’s award-winning solution that reinvents the way lottery tickets are sold in stores. IGT’s performance-proven Cash Pop™ draw game was also a growth-driving product in 2024, and was launched in four additional jurisdictions. The Lottery business is off to a solid start in 2025. We kicked off the year by announcing a nine-year contract with the Tennessee Education Lottery and winning “Lottery Product of the Year” at the 2025 International Gaming Awards for our IGT LotteryLink™ solution. Our market-ready portfolio of next-generation technologies and reliable lottery services will help drive player engagement and position us for transformative growth. IGT Gaming Global Gaming continued its momentum in 2024, anchored by strong performance and product introductions in multiple categories. IGT’s Mystery of the Lamp™ won “Top Performing New Premium Game” in the EKG Slot Awards and newcomer MLP game Tiger and Dragon™ video slots sustained extraordinary performance. IGT Gaming also launched Whitney Houston Slots game on the SkyRise™ cabinet and debuted Wheel of Fortune-themed video poker, electronic table games (ETG) and video lottery terminal (VLT) games to complement its vast Wheel of Fortune slots portfolio. In addition to strong product sales, the Company secured a long-term contract to provide the Ohio Lottery Commission’s VLT central monitoring system and won a competitive bid to modernize Loto-Quebec’s VLT network. IGT PlayDigital remained a leader in the high-growth digital gaming sector. Its iGaming footprint grew into all seven U.S. iGaming markets and additional markets in Latin America and Europe. Omnichannel content and innovation differentiated IGT PlayDigital in 2024. IGT PlaySports continued to expand its sports betting footprint across the U.S. and signed an agreement to remain FanDuel Sportsbooks’ exclusive retail sports betting platform provider in North America for four additional years. Strategic Report Annual Report and Accounts 2024 Page | 7

IGT Gaming has already demonstrated significant momentum in 2025 and is actively preparing for the Proposed Transaction. Sustainable Play™ IGT continued to receive global recognition for our sustainability program, Sustainable Play. Our sustainability efforts are aligned with the United Nations Sustainable Development Goals, and we strive to advance the industry with sustainable practices and policies that benefit our people and planet. In the last year, IGT was recognized by some of the world’s most esteemed ESG rating agencies such as S&P Global and FTSE Russell. IGT was also celebrated for its vast commitment to responsible gaming and was honored with multiple responsible gaming awards. In 2024 IGT became the first gaming-industry supplier to achieve Internet Compliance Assessment Program (iCAP) Ready certification for IGT’s iLottery operations from the National Council on Problem Gambling. Also, we were recertified by the World Lottery Association for Corporate Social Responsibility Standards and Responsible Gaming Framework for Suppliers for IGT’s Lottery and iLottery segments. Our reputation as a desirable and inclusive employer extended beyond the gaming industry, earning the Company a Top Employer Certification in the U.S., Canada and Italy by the Top Employers Institute and multiple DEI-focused accolades. Last year was the first full year of the IGT Fabio Cairoli Sustainability Champion program. In 2024 17 IGT employees were recognized internally and externally for their accomplishments, in their professional and personal lives, as great corporate citizens. Looking ahead I am excited for the year ahead as it promises to be a year of significant opportunity and transformation. The team and I are laser-focused on delivering shareholder value, producing top-line growth and achieving the 2025 goals that we have set forth. In closing, I wish to acknowledge the approximately 11,000 IGT employees around the world who are directly responsible for IGT’s success in 2024. Your continued dedication, commitment and expertise is the lifeblood of IGT, and I thank you for all that we accomplished. Vince Sadusky Chief Executive Officer Strategic Report Annual Report and Accounts 2024 Page | 8

Business Overview The Company is a global leader in providing lottery solutions, delivering entertaining and responsible gaming experiences for players worldwide. Leveraging compelling content, continuous investment in innovation, player insights, deep industry expertise, and leading-edge technology, the Company’s lottery solutions deliver gaming experiences that responsibly engage players and drive sustainable growth. The Company has a well-established local presence and is a trusted partner to governments and regulators around the world, creating value by adhering to the highest standards of service, integrity, and responsibility. The Company operates and provides an integrated portfolio of innovative lottery solutions, including lottery management services and instant lottery systems. The Company operates a worldwide land-based lottery and iLottery business, including sales, operations, product development, technology, and support, and is a leading iLottery platform provider globally. IGT Gaming, which is fully included in discontinued operations, provides innovative gaming technology products and services, including gaming systems, electronic gaming machines, iGaming, and sports betting. The Company is supported by central corporate support functions, including finance, people and transformation, legal, marketing and communications, corporate public affairs, and strategy and corporate development. The Company is headquartered in London, United Kingdom, with principal operating facilities located in Providence, Rhode Island and Rome, Italy. Research and development and product assembly are mostly centralized in North America. The IGT Gaming headquarters in Las Vegas, Nevada and manufacturing facility in Reno, Nevada are included in discontinued operations. The Company had 11,019 employees at December 31, 2024 (2023: 11,016), with 6,025 employees related to continuing operations and 4,994 employees related to discontinued operations. Strategic Report Annual Report and Accounts 2024 Page | 9

Prior to the three months ended March 31, 2024, the Company operated as three operating segments: Global Lottery, Global Gaming and PlayDigital. Beginning the first quarter of 2024, the Company combined the activities that were previously included within its Global Gaming and PlayDigital segments into one operating segment, named Gaming & Digital (i.e. IGT Gaming). As previously disclosed in the Company’s 2024 UK annual report and accounts, on February 28, 2024, the Parent entered into definitive agreements (the “February 2024 Agreements”) with Everi, pursuant to which the Parent planned to separate IGT Gaming by way of a taxable spin-off to the Parent’s shareholders and then immediately combine such businesses with Everi. The transaction contemplated by the February 2024 Agreements (which were subsequently terminated as described below) was expected to close in late 2024 or early 2025. On July 26, 2024, the Parent and Ignite Rotate LLC, a Delaware limited liability company and direct wholly-owned subsidiary of the Parent, entered into definitive agreements with Everi and Voyager Parent, LLC, a Delaware limited liability company and newly formed holding company owned by Apollo Funds (the “Buyer”), pursuant to which the Parent agreed to sell its IGT Gaming assets to Apollo Funds in an all-cash transaction. Under the terms of the transaction agreements, the Company will receive a purchase price before transaction costs and other customary closing adjustments of $4.05 billion in cash for IGT Gaming. In connection with the entry into the transaction agreements relating to the Proposed Transaction, the February 2024 Agreements were terminated. Following closing of the Proposed Transaction, IGT Gaming and Everi will be privately owned companies that are part of one combined enterprise, and the Parent’s shareholders will have no further equity ownership of IGT Gaming, except for De Agostini’s minority investment in an indirect parent of the Buyer that will own all of the outstanding units of the combined company. Beginning in the third quarter of 2024, the Company began reporting the financial results of IGT Gaming as discontinued operations. The continuing operations (i.e. what was formerly the Global Lottery segment) reflect a pure-play lottery business representing the services and products the Company expects to continue to provide upon closing of the Proposed Transaction. The Company’s lottery business has full responsibility for the worldwide land-based lottery and iLottery business, including sales, operations, product development, technology, and support, and is a leading iLottery platform provider globally. The Company’s resilient business model is characterized by robust recurring revenues and a diversified geographic and product mix. Innovation is the key growth driver across the Company’s activities in many different areas including content, technology, distribution, and marketing. Our goal is to create value for all our stakeholders and we are focused on supporting our industry, our community, and our world. Further details with respect to the Company’s products and services are set out under the section headed “Products and Services” on page 11. Strategy IGT’s mission is to provide best-in-class content, services, and solutions to the global, regulated lottery industry. Upon closing of the Proposed Transaction, the Company will operate as a pure-play lottery business and continue to serve governments and licensed private sector operators as a B2B and B2G provider of technology, content, services, and solutions. Additionally, the Company can offer a fully outsourced lottery operation when appropriate (e.g., Italian lottery licenses, as well as lottery management services in New Jersey and Indiana). The Company’s strategy is to deliver strong top-line growth in Lottery and iLottery businesses, while continuing to streamline operations and maintain cost discipline as part of a multi-year optimization plan and deliver continued innovation in operations. Deliver top-line growth in Land-based lottery and iLottery businesses The global lottery industry continues to grow at a steady low-single digit rate, building upon the step change growth experienced during the COVID-19 pandemic. The transition to digital play via iLottery, which grew before the pandemic and accelerated because of it, is expected to continue, and player behaviors and play style have significantly evolved in terms of both play volume and frequency, as well as consumption of digital lottery products. The Company seeks to maintain its leading position in Lottery as it continues to operate in sophisticated lottery environments, while also driving growth in the sector overall. The Company aims to provide and operate highly secure online lottery transaction processing systems to regulated markets and deliver technologically advanced instant gaming tickets and related services. The Company is focused on continuing to drive same-store sales growth and on achieving growth in instant tickets and draw-based games in the U.S. To achieve this, the Company is enhancing its retail offering and products (e.g., innovative and intuitive self-service vending machines), while constantly experimenting with innovative game formats and play styles, particularly in instant tickets. The Company is seeking to expand its instant ticket printing customer base and has invested in automation and modernization efforts at its facilities to do so. To-date, the Company has already realized positive results from these activities, with several printing contracts secured across international jurisdictions (e.g., a three-year printing contract with Santa Casa da Misericórdia de Lisboa, Portugal's national lottery). Strategic Report Annual Report and Accounts 2024 Page | 10

The Company continues to innovate in the data analytics space to support customer lotteries. In addition to its Player 360 View and data platform, IGT’s Artificial Intelligence and Machine Learning (AIML) Modelling offering employs extensive use of machine learning to understand players utilizing models developed, trained and optimized for local conditions. As with data analytics, cashless innovations will help the Company provide greater value to its customers and in turn, its customers to provide greater value to its players. In the iLottery business, the Company offers a complete suite of iLottery solutions and services and is investing in renewing its iLottery offering to create a digital-native solution that adapts to, and continues to serve, the evolving needs of its customer base. Areas of focus include development of eInstant content, and the development of a standalone cloud-based draw game engine to improve delivery time to customers. Overall, the Company is focused on maintaining its leading position within the U.S. market, and expanding its presence footprint in international markets, with significant wins in 2024, including the renewal of the Colorado contract, and a 10-year extension of the North Carolina contract. Streamline and maintain cost discipline on multi-year optimization plan The Company continues to execute a multi-year global efficiency effort through a combination of operational excellence, reduction of interest expense, and effective tax rate. In order to address the termination of certain transitional services provided by the Company to the Italian gaming B2C business and Italian commercial services business (following the dispositions of these two businesses by the Company) and the closing of the Proposed Transaction, the Company is pursuing initiatives to realign and optimize the Company’s general and administrative activities. These activities are expected to enable IGT to pursue strong growth and expanded cash generation in coming years. Continue to build upon solid foundations of growth and innovation The Company aims to remain at the forefront of innovation. Among the many initiatives in place, the Company has begun exploring the usage of various artificial intelligence (“AI”) tools in areas to automate various business functions such as game development, and field services, with the goal of improving time-to-market. In addition, the Company has continued its partnership with a leading startup accelerator Plug and Play with the long-term goal of identifying new catalysts for growth. The Company is cognizant of the need to effectively manage relevant risks arising from the use of AI-based tools and has launched a multipronged strategy for approaching the use of AI, particularly generative AI, covering three foundational core areas - governance, training and communication. The Company’s addressable market remains large, and growing, particularly driven by the advent of iLottery, and iLottery-adjacent channels to address player demand. Therefore, growth will be prioritized in the coming years across multiple avenues, organic and inorganic, to meet the increased appetite for digital-first games. Products and Services Continuing Operations - Lottery business The lottery business has global scale to complement its geographic and customer diversification, providing B2C and B2B products and services to customers across six continents, supplying a unique set of lottery solutions to nearly 90 customers worldwide, including to 36 of the 48 U.S. lotteries (including the District of Columbia, Puerto Rico, and U.S. Virgin Islands). Lottery customers frequently designate their revenues for particular purposes, such as education, economic development, conservation, transportation, programs for senior citizens and veterans, health care, sports facilities, capital construction projects, cultural activities, tax relief, and others. Many governments have become increasingly dependent on their lotteries as revenues from lottery ticket sales are often a significant source of funding for these programs. As of December 31, 2024, we operated under operating contracts or facility management contracts (“FMCs”) in 14 jurisdictions, excluding Italy and the U.S. Land-Based Lottery Land-based lottery products and services are provided through operating contracts, FMCs, lottery management agreements (“LMAs”), and product sales contracts. In most jurisdictions, lottery authorities award contracts through a competitive bidding process. Typical service contracts range from five (5) to ten (10) years in duration, often with multiple multi-year extension options. After the expiration of the initial or extended contract term, a lottery authority generally may either seek to negotiate further extensions or commence a new competitive bidding process. From time to time, there are challenges or other proceedings relating to the awarding of the lottery contracts. Upon being awarded a contract, certain customers may require the Company to pay an upfront fee for the right to exclusively manage their lottery. The Company designs, sells, leases, and operates a complete suite of point-of-sale machines that are electronically linked with a centralized transaction processing system that reconciles lottery funds between the retailer and the lottery authority. The Company provides and operates highly secure, lottery transaction processing systems that are capable of processing a significant number of transactions per minute. The Company deploys more than 400,000 point-of-sale devices to lottery customers and lotteries that it supports worldwide. The Company also produces high-quality instant ticket games and provides printing services such as instant ticket marketing plans and graphic design, programming, packaging, shipping, and delivery services. Strategic Report Annual Report and Accounts 2024 Page | 11

The Company has developed and continues to develop new lottery games and installs a range of new lottery distribution devices, all of which are designed to drive responsible same-store sales growth for its customers. In connection with its delivery of lottery services, the Company actively advises its customers on growth strategies. Depending on the type of contract and the jurisdiction, the Company also provides marketing services, including retail optimization and lottery brand awareness campaigns. The Company works closely with its lottery customers and retailers to help retailers sell lottery games more effectively. These programs include product merchandising and display recommendations, a selection of appropriate lottery product mix for each location, and account reviews to plan lottery sales growth strategies. The Company leverages years of experience accumulated from being the exclusive licensee for the Italian Gioco del Lotto lottery and the Italian Scratch & Win (Gratta e Vinci) instant ticket lottery, two of the world’s largest lotteries. This lottery B2C expertise in Italy, which includes management of all the activities along the lottery value chain, allows the Company to better serve B2B customers. Instant Tickets For instant ticket lotteries in Italy, instant tickets are available for sale at approximately 51,000 points of sale. As of December 31, 2024, the Company has provided instant ticket printing products and services to 31 customers in North America and 30 customers in international jurisdictions and has secured over 60 instant ticket service contracts. In recent years, the Company has also developed Infinity Instants™, a revolutionary digital instant ticket printing technology that offers a wide portfolio of unique content, producing more than 60 Infinity Instants™ games since 2022. These achievements highlight the Company’s ability to deliver innovative solutions and exceptional services across diverse geographic regions as a leading provider of high-quality printing services, which include instant ticket marketing plans and graphic design, programming, packaging, shipping and delivery services. iLottery The Company provides a complete suite of iLottery solutions and services and is a leading iLottery platform provider globally. The Company currently holds 12 iLottery platform contracts worldwide and provides e-Instant content to 14 customers. This, coupled with its professional expertise, allows lotteries to fully engage their players on any digital channel in regulated markets. Existing lottery game portfolios are extended to the digital channel to provide a spectrum of engaging content such as e-Instant tickets. Customer Contracts The Company operates in the highly regulated global lottery market, with a customer base of public and private entities that are secured on a contractual basis. With an established industry position, particularly in the land-based lottery space, the Company’s competitor base remains largely static year-to-year. Lottery services are provided through operator contracts, LMAs, FMCs and product sales contracts. The Company has also entered into certain material customer contracts, including the Italian Gioco del Lotto license (“Italian Lotto”) and the Italian Scratch and Win (Gratta e Vinci) lottery license. Operating and Facilities Management Contracts The majority of the Company’s revenue in the Lottery business comes from operating contracts and FMCs. Since 1998, and for a term expiring in 2025, the Company has been the exclusive licensee for the Italian Lotto (management of operations commenced in 1994). Beginning in November of 2016, the Company’s exclusive license for the Italian Lotto includes purely financial partners as part of a joint venture. Lottoitalia s.r.l. (“Lottoitalia”), a joint venture company among IGT Lottery S.p.A., Italian Gaming Holding a.s., Arianna 2001 (an entity associated with the Federation of Italian Tobacconists), and Novomatic Italia, is the exclusive manager of the Italian Lotto game pursuant to the Italian Lotto license. Lottoitalia is 61.5% owned by IGT Lottery S.p.A. The Company, through Lottoitalia, manages the activities along the lottery value chain, such as creating games, determining payouts, collecting wagers through its network, paying out prizes, managing all accounting and other back-office functions, running advertising and promotions, operating data transmission networks and processing centers, training staff, providing retailers with assistance and supplying materials including play slips, tickets and receipts, and marketing and point-of-sale materials for the game. On January 10, 2025, the Agenzia delle Dogane e Dei Monopoli (ADM), which regulates gaming in Italy, launched the tender for the Gioco del Lotto game license. The Company has continued to retain the Italian Lotto license through multiple rebid cycles over the past 26 years, and intends to submit a competitive bid for the new license. Since 2004, and for a term expiring in 2028, the Company also has been the exclusive licensee for the Scratch and Win (Gratta e Vinci) instant ticket lottery through Lotterie Nazionali S.r.l., a joint venture 64.0% owned by the Parent’s subsidiary IGT Lottery S.p.A., with the remainder directly and indirectly owned by Scientific Games Corporation and Arianna 2001. As of December 31, 2024, the revenue weighted-average remaining term of the Company’s existing Italian licenses was 2.4 years (2023: 3.4 years). The Company’s FMCs typically require the Company to design, install, and operate the lottery system and retail Strategic Report Annual Report and Accounts 2024 Page | 12

terminal network for an initial term, which is typically five (5) to ten (10) years. The Company’s FMCs are granted on an exclusive basis and usually contain extension options under the same or similar terms and conditions, generally ranging from one (1) to five (5) years. Under a typical FMC, the Company maintains ownership of the technology and equipment, and is responsible for capital investments throughout the duration of the contract, although the investments are generally concentrated during the early years, while the lottery authority maintains, in most instances, responsibility for the overall lottery operations. The Company provides a wide range of services to lottery customers related to the technology, equipment, and facilities such as hosting, maintenance, marketing, and other support services. The Company generally provides its lottery customers retailer terminal and communication network equipment through operating leases. In return, the Company typically receives fees based upon a percentage of the sales of all lottery tickets, including draw-based or instant ticket games, though under certain of its agreements, the Company may receive fixed fees for certain goods or services. In limited instances, the Company provides instant tickets and lottery systems and services under the same FMC. As of December 31, 2024, the Company’s largest FMCs by annual service revenue were Texas, California, New York, Georgia, and Florida, and the revenue weighted-average remaining term of the Company’s existing FMCs was 5.9 years (8.0 years including available extensions). For existing U.S. FMCs alone, the Company’s revenue weighted-average remaining term was 6.1 years (8.1 years including available extensions) as of December 31, 2024. Also, as of February 20, 2025, the Company operated under operating contracts or FMCs in 14 jurisdictions outside of Italy and the U.S. Operating contracts and FMCs often require the Company to pay substantial monetary liquidated damages in the event of non-performance by the Company. The Company’s revenues from operating contracts and FMCs are generally service fees paid to the Company directly by the lottery authority based on a percentage of such lottery’s wagers or ticket sales. The Company categorizes revenue from operating contracts and FMCs as service revenue from “Operating and facilities management contracts, net” as described in Note 4, Revenue Recognition, to the Consolidated Financial Statements. Another form of operating contract is an LMA. Under an LMA, the Company manages, within parameters determined by the lottery customer, the core lottery functions, including the lottery systems and the majority of the day-to-day activities along the lottery value chain. This includes collecting wagers, managing accounting and other back-office functions, running advertising and promotions, operating data transmission networks and processing centers, training staff, providing retailers with assistance, and supplying materials for the games. LMAs also include a separate FMC, pursuant to which the Company leases certain hardware and equipment, and provides access to software and support services. The Company provides lottery management services in New Jersey as part of a joint venture where the Company manages a wide range of the lottery’s day-to-day operations as well as provides marketing and sales services under a license valid through June 2029, and in Indiana through a wholly-owned subsidiary of the Parent under a license valid through June 2031. The Company’s revenues from LMAs include potential incentives or shortfalls based on achievement of or failure to achieve contractual metrics, respectively, and, with respect to the supply agreements, are based generally on a percentage of wagers. The Company categorizes revenue from LMAs as service revenue from “Operating and facilities management contracts, net” as described in Note 4, Revenue Recognition, to the Consolidated Financial Statements. Instant Ticket Services Contracts As an end-to-end provider of instant tickets and related services, the Company produces high-quality instant ticket games and provides ancillary services such as instant ticket marketing plans and graphic design, programming, packaging, shipping, and delivery services. Instant tickets are sold at numerous types of retail outlets but most successfully in grocery and convenience stores. Instant ticket services contracts are priced based on a percentage of ticket sales revenues or on a price per unit basis. Government-sponsored lotteries grant printing contracts on both an exclusive and non-exclusive basis where there is typically one primary vendor and one or more secondary vendors. A primary contract permits the vendor supply of the lottery’s ticket printing needs and includes the complete production process from concept development through production and shipment. It also typically includes marketing and research support. A primary printing contract can include any or all of the following services: warehousing, distribution, telemarketing, and sales/field support. A secondary printing contract includes providing backup printing services and alternate product sources. As of February 20, 2025, the Company provided instant ticket printing products and services to 31 customers in North America and 30 customers in international jurisdictions. The instant ticket production business is highly competitive and subject to strong, price-based competition. The Company categorizes revenue from instant ticket printing contracts that are not part of an operator or LMA contract as product sales from “Product sales” as described in Note 4, Revenue Recognition, to the Consolidated Financial Statements. Product Sales and Services Contracts Under product sales and services contracts, the Company assembles, sells, delivers, and installs turnkey lottery systems or lottery equipment, provides related services, and licenses related software. The lottery authority maintains, in most instances, responsibility for lottery operations. The Company sells additional machines and central computers to expand existing systems or replace Strategic Report Annual Report and Accounts 2024 Page | 13

existing equipment and provides ancillary maintenance and support services related to the systems, equipment sold, and software licensed. The Company categorizes revenue from product sales and services contracts on a case-by-case basis as either service revenue or product sales from “Systems, software, and other” or “Product sales” respectively, as described in Note 4, Revenue Recognition, to the Consolidated Financial Statements. Commercial Services Contracts The Company develops innovative technology and offers commercial and payment services over a standalone network. Leveraging its distribution network and secure transaction processing experience, the Company offers high-volume processing of commercial and payment transactions including: prepaid cellular telephone recharges, bill payments, e-vouchers, electronic tax payments, stamp duty services and prepaid card recharges. These services are primarily offered outside of North America. The Company categorizes revenue from commercial services as service revenue from “Systems, software, and other” as described in Note 4, Revenue Recognition, to the Consolidated Financial Statements. Discontinued Operations - IGT Gaming IGT Gaming has full responsibility for the worldwide land-based gaming business, iGaming business, and sports betting business, including sales, product management, studios, global manufacturing, operations, technology, and support. IGT Gaming designs, develops, assembles or orders the assembly of, and provides cabinets, games, systems, and software for customers in regulated gaming markets throughout the world under fixed fee, participation and product sales contracts. As of December 31, 2024, IGT Gaming holds more than 525 global gaming licenses and primarily does business with commercial casino operators, tribal casino operators, and governmental organizations (primarily consisting of lottery operators). Additionally, IGT Gaming provides digital gaming products, enabling game play for real money wagers via applications on mobile devices and internet websites, and provides sports betting technology and management services to licensed sports betting operators. IGT Gaming’s principal products and services include: (i) gaming machines and game content, including core products, video poker, and video lottery terminals (“VLTs”); (ii) gaming management systems; (iii) digital gaming; and (iv) sports betting technology and management services. Research & Development (R&D) The Company devotes resources to R&D of lottery products and services and incurred $44 million and $37 million of related expenses from continuing operations, excluding amortization of capitalized software, in 2024 and 2023, respectively. In addition to expensed R&D, a portion of the investment in R&D has been capitalized and recorded as Systems, equipment and other assets related to contracts, net or Intangible assets, net - Computer software, which is amortized to cost of services. The Company’s R&D efforts cover multiple creative and engineering disciplines for its business, including innovative retail solutions, hardware and software, creative lottery games and game content, and instant ticket printing technology and design. These products are created primarily by employee designers, engineers, and artists, as well as third-party content creators. Trends and factors influencing Company performance The Company generally experiences seasonality based on when contracts with customers are executed or extensions are negotiated and seasonal patterns in consumer demand impacting wagers. This seasonality is reflected, to a greater extent, in revenues from LMAs which include potential incentives or shortfalls based on achievement of or failure to achieve contractual metrics over the contract year due to the fact that these LMA incentives are estimated and accrued over the lotteries fiscal year. Lottery consumption may increase in December and around the holidays but decrease over the summer months due to the tendency of consumers to be on vacation during that time. Seasonal gaming trends generally show higher play levels in the spring and summer months and lower levels in the fall and winter months. In any event, the Company’s worldwide operations can be affected by industrial, economic, and political factors on both a regional and global level. The ongoing conflict between Russia and Ukraine, the Israeli-Hamas conflict, the tightening of monetary policy by central banks and other macroeconomic factors have caused disruptions and uncertainty in the global economy, including rising interest rates, increased inflationary pressures, foreign exchange rate fluctuations, potential cybersecurity risks, and exacerbated supply chain challenges. However, these events did not have a material impact on our supply chain or our results of operations. The extent to which our business, or the business of our suppliers or manufacturers, will be impacted in the future is unknown. We will continue to monitor the effects of these events, as well as the prospect of trade wars involving the U.S. and other countries, which could raise the prices of certain consumer goods, on our business and our results of operations. The following are the principal factors which have affected the Company’s results of operations and financial condition and/or which may affect results of operations and financial condition for future periods. Strategic Report Annual Report and Accounts 2024 Page | 14

Sale of IGT Gaming As previously disclosed in the Company’s 2023 Annual Report and Accounts, on February 28, 2024, the Parent entered into the “February 2024 Agreements” with Everi, pursuant to which the Parent planned to separate IGT Gaming by way of a taxable spin-off to the Parent’s shareholders and then immediately combine such businesses with Everi. The transaction contemplated by the February 2024 Agreements (which were subsequently terminated as described below) was expected to close in late 2024 or early 2025. On July 26, 2024, the Parent, Everi and Voyager Parent, LLC (a holding company owned by Apollo Funds), amongst others, entered into the transaction agreements for the Proposed Transaction whereby IGT Gaming and Everi will be simultaneously acquired by the Buyer in an all-cash transaction. The Parent will receive $4.05 billion in cash, subject to customary transaction adjustments in accordance with these transaction agreements, for IGT Gaming. In connection with the entry into these transaction agreements, the February 2024 Agreements were terminated. The Proposed Transaction, which is expected to be completed by the end of the third quarter of 2025, is subject to the satisfaction of customary closing conditions, including among others (i) final approval by Everi’s stockholders, which was received on November 14, 2024, (ii) clearance of U.S. anti-trust review, with the waiting period having expired on November 20, 2024, and (iii) receipt of regulatory approvals from gaming regulators in the jurisdictions where the combined company will operate. Product Sales Product sales fluctuate from year to year due to the mix, volume, and timing of the transactions. Product sales amounted to $149 million and $171 million, or approximately 6% and 7% of total revenues, for the years ended December 31, 2024 and 2023, respectively. Jackpots The Company believes that the performance of lottery products is influenced by the size of advertised jackpots in jurisdictions that offer such jackpots. Typically, as jackpots increase, sales of lottery tickets also increase, further increasing the advertised jackpot level. However, in a rising interest rate environment, advertised jackpot levels will increase more rapidly than they previously did given the annuity basis of the displayed jackpots. Therefore, in a higher interest rate environment, jackpot game ticket sales may be increasing at a relatively slower rate than the corresponding jackpot levels. In a lower interest rate environment, advertised jackpot levels are slower to increase which can negatively impact the sales of lottery tickets. Effects of Foreign Exchange Rates The Company is affected by fluctuations in foreign exchange rates (i) through translation of foreign currency financial statements into U.S. dollars for consolidation, which is referred to as the translation impact, and (ii) through transactions by subsidiaries in currencies other than their own functional currencies, which is referred to as the transaction impact. Translation impacts arise in the preparation of the Consolidated Financial Statements; in particular, the Consolidated Financial Statements are prepared in U.S. dollars while the financial statements of each of the Company’s subsidiaries are generally prepared in the functional currency of that subsidiary. In preparing the Consolidated Financial Statements, assets and liabilities measured in the functional currency of the subsidiaries are translated into U.S. dollars using the exchange rate prevailing at the balance sheet date, while income and expenses are translated using the average exchange rates for the period covered. Accordingly, fluctuations in the exchange rate of the functional currencies of the Company’s subsidiaries against the U.S. dollar impacts the Company’s results of operations. The Company is particularly exposed to movements in the Euro/U.S. dollar exchange rate. Although the fluctuations in exchange rates have had a significant impact on the Company’s revenues, net income, and net debt, the impact on operating income and cash flows is less significant as revenues are typically matched to costs denominated in the same currency. Given the impact of foreign exchange rates on our consolidated results, certain key performance indicators (such as same-store sales) and financial fluctuations are reported on a constant-currency basis in order to facilitate period-to-period comparisons of our results without regard to the impact of fluctuating foreign currency exchange rates. Strategic Report Annual Report and Accounts 2024 Page | 15

Financial Performance Results of Operations Comparison of the years ended December 31, 2024 and 2023 Revenues and Key Performance Indicators For the year ended December 31, 2024 2023 Change ($ in millions) $ $ $ % Operating and facilities management contracts, net 2,308 2,304 4 — Systems, software, and other 55 54 2 +3 Service revenue 2,363 2,357 6 — Product sales 149 171 (22) -13 Total revenue 2,512 2,528 (16) -1 Total revenue for the year ended December 31, 2024 decreased $16 million, due primarily to a decrease in U.S. multi-state jackpot activity and product sales, partially offset by an increase in instant ticket and draw-game same-store sales growth in Italy, as discussed in further detail below. For the year ended December 31, (% on a constant-currency basis) 2024 2023 Global same-store sales growth Instant ticket & draw games +1.1 % +1.5 % U.S. Multi-state jackpots -22.1 % +10.9 % Total -0.8 % +2.3 % U.S. & Canada same-store sales growth Instant ticket & draw games -0.5 % +0.5 % U.S. Multi-state jackpots -22.1 % +10.9 % Total -3.3 % +1.7 % Rest of world same-store sales growth Instant ticket & draw games +3.3 % -1.0 % Italy same-store sales growth Instant ticket & draw games +4.1 % +6.6 % Strategic Report Annual Report and Accounts 2024 Page | 16

Revenues: Year Ended 2024 compared to Year Ended 2023 ($ in millions) $2,528 37 (29) 3 (17) 2,521 (9) $2,512 2023 Instant ticket & Draw games MSJP Other Services Product sales Actual at PY FX Currency 2024 Service revenue for the year ended December 31, 2024 increased primarily as a result of instant ticket & draw games same-store sales growth in Italy of 4.1%. Same-store sales for U.S. multi-state jackpot ticket (“MSJP”) games (Mega Millions® and Powerball®) experienced a 22.1% decrease, primarily attributable to higher jackpot activity in the prior corresponding period. Other services increased, due primarily to a $13 million increase in Europe from lapsing of unexercised contractual rights and valued added services partially offset by a $10 million decrease, primarily the result of a benefit in the prior corresponding period related to the successful resolution of a customer contract dispute and a decrease in LMA incentives. Product sales revenue for the year ended December 31, 2024 decreased 13% from the prior corresponding period, principally due to decreases from a $13 million iLottery license in Europe and a $10 million multi-year central system software license, all in the prior corresponding period, partially offset by a $5 million increase in U.S. instant ticket printing operations. Cost of Revenue For the year ended December 31, Change ($ in millions) 2024 2023 $ % Cost of services 1,225 1,206 19 +2 Cost of product sales 117 112 5 +5 Cost of services for the year ended December 31, 2024 increased $19 million, or 2% from the prior corresponding period, primarily attributable to $12 million of additional payroll and benefit costs as a result of increased headcount and inflationary conditions, as well as a $9 million aggregate increase in variable costs and project costs supporting contract renewal and extension activity. The increase in cost of product sales for the year ended December 31, 2024 is primarily due to product mix with lower margin instant ticket product sales compared to higher margin software license sales in the prior corresponding period. Strategic Report Annual Report and Accounts 2024 Page | 17

Gross Margins For the year ended December 31, Change ($ in millions) 2024 2023 $ / Basis Points (“bps”) % Gross margin Service 1,138 1,151 (14) -1 % of service revenue 48 % 49 % (70) bps Product 33 59 (27) -45 % of product sales 22 % 35 % (1300) bps Service gross margin as a percentage of service revenue decreased 70 basis points. Gross margin as a percentage of service revenue decreased slightly to 48% from 49%, primarily due to the increase in cost of services discussed above. Cost of product sales as a percentage of product sales decreased by approximately 1,300 basis points and product gross margin as a percentage of product sales decreased by the same, principally as a result of product mix. Operating expenses For the year ended December 31, Change ($ in millions) 2024 2023 $ % Selling, general and administrative 392 406 (14) -3 Selling, general and administrative expenses decreased primarily due to reduced costs for legal consultants and the tentative legal settlement related to the Texas Fun 5 instant ticket game incurred in the prior corresponding period. This decrease was, partially offset by increased payroll and benefit costs, mainly due to increased salaries and medical costs driven by inflation. For the year ended December 31, Change ($ in millions) 2024 2023 $ % Research and development 44 37 7 +20 Research and development expenses increased, mainly due to higher outside services for investments in developing system upgrades and cloud integration. For the year ended December 31, Change ($ in millions) 2024 2023 $ % Restructuring 38 13 25 +186 During 2024, management initiated a multi-phase restructuring plan, OPtiMa 3.0, to realign and optimize our cost structure following the sale of IGT Gaming. The restructuring costs consist primarily of severance and related employee costs. Actions under the plan are expected to be completed within the next 12 months. Operating Margins For the year ended December 31, Change ($ in millions) 2024 2023 $ / bps % Operating income 690 754 (64) (8) Operating margin 27 % 30 % (230) bps Operating margin decreased, primarily as a result of higher costs associated with restructuring initiated in the third quarter, as well as a decrease in product revenue with product mix negatively impacting product margins as discussed above. Strategic Report Annual Report and Accounts 2024 Page | 18

Non-operating expenses For the year ended December 31, Change ($ in millions) 2024 2023 $ % Interest expense, net 294 300 (6) -2 Net interest expense decreased slightly, principally as a result of lower average borrowings on the Revolving Credit Facilities. Foreign exchange (gain) loss, net (52) 44 (96) > 200.0 Foreign exchange (gain) loss, net principally relates to fluctuations in the Euro to U.S. dollar exchange rate on internal and external debt. In addition, we entered into a short-duration foreign exchange forward contract in order to preserve the U.S. Dollar purchasing power of the Euro debt issued in September 2024, resulting in a $7.4 million loss on settlement. Other non-operating expense, net 51 69 (17) -25 Other non-operating expense, net decreased, primarily due to changes in the financial liability related to a contractual obligation with a member of the consortium entered into for the Gioco del Lotto service license, and $5 million in losses due to the extinguishment of debt in the prior corresponding period. Provision for income taxes 253 225 28 +13 The increase in provision for income taxes was primarily driven by the Global Intangible Low-Taxed Income tax (“GILTI”) and withholding taxes associated with dividend payments, partially offset by a reduction in valuation allowances. Income from discontinued operations For the year ended December 31, Change ($ in millions) 2024 2023 $ % Income from discontinued operations, net of tax 328 132 196 148 Discontinued operations reflects the income from the discontinued operations of IGT Gaming. Revenues for the year ended December 31, 2024 increased, primarily due to higher service revenue driven by installed base units growth, as well as an increase in product sales, principally as a result of terminal leases and poker software licenses, partially offset by lower gaming terminal sales as compared to the prior period. Income from discontinued operations, net of tax benefited further, primarily due to lower depreciation and amortization while the disposal group was held for sale. See “Notes to the Consolidated Financial Statements—Note 3. Discontinued Operations and Assets Held for Sale” elsewhere in this Annual Report and Accounts for additional detail. Liquidity The Company’s business is capital intensive and requires liquidity to meet its obligations and fund growth. Historically, the Company’s primary sources of liquidity have been cash flows from operations and, to a lesser extent, cash proceeds from financing activities, including amounts available under the Revolving Credit Facilities. In addition to general working capital and operational needs, the Company’s liquidity requirements arise primarily from its need to meet debt service obligations and to fund capital expenditures and upfront license fee payments. The Company also requires liquidity to fund acquisitions and associated costs. The Company’s cash flows generated from operating activities together with cash flows generated from financing activities have historically been sufficient to meet the Company's liquidity needs. The Company believes its ability to generate cash from operations to reinvest in its business is one of its fundamental financial strengths. Combined with funds currently available and committed borrowing capacity, the Company expects to have sufficient liquidity to meet its financial obligations and in the ordinary course of business for the next 12 months from the date of issuance of these consolidated financial statements and for the longer-term period thereafter. The cash management activities, funding of operations, and investment of excess liquidity are centrally coordinated by a dedicated treasury team with the objective of ensuring effective and efficient management of funds. Strategic Report Annual Report and Accounts 2024 Page | 19

At December 31, 2024 and 2023, the Company’s total available liquidity was as follows, respectively: December 31, ($ in millions) 2024 2023 Revolving Credit Facilities 1,364 1,234 Cash and cash equivalents 584 572 Total Liquidity 1,948 1,805 The Revolving Credit Facilities are subject to customary covenants (including maintaining a minimum ratio of EBITDA to total net interest costs and a maximum ratio of total net debt to EBITDA) and events of default, none of which are expected to impact the Company’s liquidity or capital resources. At December 31, 2024, the issuers were in compliance with such covenants. Refer to the “Notes to the Consolidated Financial Statements—16. Debt” for information regarding the Company’s debt obligations, including the maturity profile of borrowings and committed borrowing facilities.. At December 31, 2024 and 2023, approximately 25% and 28% of the Company’s debt portfolio was exposed to interest rate fluctuations, respectively. The Company’s exposure to floating rates of interest primarily relates to the Revolving Credit Facilities and Euro Term Loan Facilities due January 2027. The following table summarizes the Company’s USD equivalent cash and cash equivalent balances by currency: December 31, 2024 December 31, 2023 ($ in millions) $ % $ % Euros 296 51 310 54 U.S. dollars 182 31 137 24 Other currencies 105 18 125 22 Total Cash and cash equivalents 584 100 572 100 The Company maintains its cash deposits in a diversified portfolio of global banks, the majority of which are considered Global Systemically Important Banks. The Company holds an immaterial amount of cash in countries where there may be legal or economic restrictions on the ability of subsidiaries to transfer funds in the form of cash dividends, loans, or advances. Furthermore, certain regulatory restrictions due to the shortage of foreign exchange reserves are present in Trinidad and Tobago where approximately $28 million of our foreign cash resides. These restrictions do not have an impact on the ability of the Company to meets its cash obligations. Cash Flow Summary The following table summarizes the Consolidated Statement of Cash Flows. A complete statement of cash flows is provided in the Consolidated Financial Statements included herein. Cash Flows - Continuing Operations 666 (150) (558) 841 (151) (613) December 31, 2024 December 31, 2023 Operating activities Investing activities Financing activities Strategic Report Annual Report and Accounts 2024 Page | 20

Net cash provided by operating activities from continuing operations was $666 million for the year ended December 31, 2024, compared with net cash provided of $841 million for the same period in 2023. The decrease was primarily due to changes of $131 million as a result of timing of tax and interest payments, unfavorable changes in foreign exchange of $96 million, and a $13 million decrease in depreciation and amortization from the prior corresponding period. Within working capital, excluding the impact of tax and interest payments, changes in trade receivables unfavorably impacted cash flows by $30 million; this was more than offset by changes in accounts payable and inventory favorably impacting cash flows by $49 million and $16 million, respectively, primarily due to timing of receipts, payments, and lower inventory purchasing during the year ended December 31, 2024 compared to the prior year period. Net cash used for investing activities for the year ended December 31, 2024 was $150 million, compared with net cash used of $151 million for the year ended December 31, 2023. Capital expenditures were relatively stable compared to the same period in 2023. Net cash used for financing activities for the year ended December 31, 2024 was $558 million, compared with net cash used of $613 million in the same period of 2023. The change was primarily due to a $45 million net increase as proceeds from debt exceeded payments in the year ended December 31, 2024 compared to the same period in 2023. Cash Flows - Discontinued Operations 437 (205) (70) 225 (241) (64) December 31, 2024 December 31, 2023 Operating activities Investing activities Financing activities Net cash provided by operating activities from discontinued operations was $437 million in the year ended December 31, 2024, compared with $225 million for the same period in 2023, increasing primarily due to a $184 million payment, net of tax benefits on the DDI / Benson Matter provision in the prior corresponding period. Net cash used for investing activities was $205 million in the year ended December 31, 2024, compared with $241 million for the same period in 2023. The change was primarily due to a $30 million decrease in capital expenditures. Net cash used by financing activities was $70 million in the year ended December 31, 2024, compared with $64 million for the same period in 2023. Net cash used for financing activities primarily related to payments on deferred license obligations, dividend payments to non-controlling interests, and escrow payments on the iSoftBet acquisition. Non-financial measures Non-financial measures have a useful role alongside financial measures to inform decision making and to evaluate the Company's performance. Refer to the Strategic Report and the Directors' Report for further information on non-financial measures. Strategic Report Annual Report and Accounts 2024 Page | 21

Sustainability IGT’s commitment to sustainability is encompassed in its Sustainable PlayTM program that celebrates our dedication to our people and planet as we deliver innovation and excellence. IGT seeks to advance the gaming industry with sustainable practices that benefit the Company and its key stakeholders through a broad spectrum of programs, including the Company’s responsible gaming, environmental and human rights initiatives, and establishing policies such as the Global Sustainability Policy, Responsible Gaming Policy, Human Rights Policy Statement, Environmental Policy, Diversity, Equity and Inclusion Global Policy, and Community Giving and Engagement Policy. In an effort to maintaining sustainability leadership and growing the business responsibly, the Company has established a structured and dedicated governance framework, which includes high standards of ESG practices. The Global Sustainability team leads project planning for the IGT Sustainability Plan and coordinates the data collection efforts and reporting systems of many different departments to fulfil the criteria of ESG questionnaires. The Global Sustainability team also leads the development of a global community engagement strategy, the establishment of partnerships with non-profit associations, and the implementation of global responsible gaming initiatives consistent with industry standards. The Sustainability Steering Committee (“SSC”), established with representatives from several corporate functions, represents an integral part of the Company’s corporate sustainability governance by endorsing programs and initiatives that contribute to the Company’s sustainability strategy. The SSC is cultivating a long-term vision and related objectives on sustainability, fostering a consistent sustainability approach across all regions and businesses, and increasing communication on sustainability practices by sharing best practices at global and local levels. The Nominating and Corporate Governance Committee (“NCGC”) oversees the Company’s strategy on sustainability, and monitors implementation of the Company’s sustainability program, including a review of the Company’s public disclosures regarding ESG matters such as the annual Sustainability Report and the Modern Slavery Statement. Marco Sala, Executive Chair of the Board, has specific responsibilities for addressing corporate governance, sustainability initiatives (including environmental and climate-related matters), and providing strategic guidance. IGT’s ongoing commitment to sustainability is supported by concrete actions that reinforce its purpose-driven mission. Through the development of the IGT Sustainability Plan, the Company’s sustainability priorities are aligned with business priorities under the theme of “Inspiring Global Transformation.” This plan, approved by the SSC in 2022 and updated in June 2024, aims to further integrate sustainability along the entire value chain and improve ESG impact in daily operations, including the identification of a comprehensive set of targets and actions that drive IGT towards its priorities and ambitions. In 2023, the Company published its Global Sustainability Policy which outlines goals and objectives in relation to ESG practices. It defines the framework for sustainability at IGT and provides a governing platform for the Company’s sustainability work in all key areas of business activity, including providing services, working with suppliers, employee interaction and industry-affecting activities. In the same year, the Company launched Sustainable PlayTM, the program that represents IGT’s commitment to leading the gaming industry in global sustainability by aligning its sustainability plan and strategy, and celebrating the Company’s dedication to its people and the planet. The Company also launched its Sustainability Champions program in 2023, recognized as the Fabio Cairoli Sustainability Champions, to honor the former Global Lottery CEO, Fabio Cairoli, who unexpectedly passed away in 2023. This program celebrates IGT employees for demonstrating an outstanding commitment to sustainability in their personal or professional lives. The Champions are recognized for their dedication to one or more of IGT’s four sustainability pillars set out hereafter, which are integral to the Company’s global sustainability strategy, and represent the foundation of Sustainable Play™. VALUING AND PROTECTING OUR PEOPLE The organizational climate of a business reflects how employees at all levels perceive the workplace environment. Many factors can contribute to an employee’s perception, and the Company strives to develop initiatives and programs that support a positive organizational climate, such as the employee-led Employee Impact Groups (“EIGs”). IGT’s people strategy, which among others includes commitments to sustainability, diversity, equity and inclusion, and ethical operations, has been recognized by the 2023 and 2024 Top Employer Certification for IGT operations in Canada, Italy and the U.S. ADVANCING RESPONSIBILITY The Company maintains certifications in responsible gaming through both the Global Gambling Guidance Group (G4) and the World Lottery Association. IGT has adopted a positive play approach that encourages all users to apply healthy play behaviors to their game play. Strategic Report Annual Report and Accounts 2024 Page | 22

IGT believes that it is incumbent upon all stakeholders in the gaming industry to take a proactive approach to problem and underage gambling. Responsible gaming capabilities and features are part of the Company’s core products, and IGT is positioned to help customers achieve their responsible gaming goals. SUPPORTING OUR COMMUNITIES The Company supports communities through corporate and employee-driven programs. The flagship After School Advantage program is designed to deliver technology and skill development in Science, Technology, Engineering, Arts and Mathematics (STEAM) education to youth. Since 1999, IGT has placed over 390 digital learning centers worldwide, helping children to enhance their educational and work-related skills. The Company also supports communities financially through a charitable giving program that aligns with IGT’s Sustainable Development Goals (“SDGs”), further discussed hereafter. Employee-driven programs support the unique passions of employees and promote volunteerism. FOSTERING SUSTAINABLE OPERATIONS The Company promotes responsible behaviors throughout its supply chain by requiring suppliers to adhere to its Supplier Code of Conduct, which references compliance with regulations, and promotes human rights and environmental protection. With respect to corporate environmental practices, IGT administers programs that reduce emissions and increase energy efficiency. With the annual compilation of the Company’s greenhouse gas inventory, which from 2022 includes all relevant emissions occurring along the value chain, IGT is deploying the initiatives related to the Company’s Decarbonization Pathway with the aim of reducing its own greenhouse gas emissions which incorporates targets submitted to the Science Based Targets initiative (SBTi), including a commitment to reach Net-Zero greenhouse gas emissions across the value chain by 2050. IGT’s key priorities inspire four corresponding ambitions that are outlined in the IGT Sustainability Plan: • Become the employer of choice for the talent of the future, by promoting a positive, diverse, inclusive and equitable work environment, where all employees feel safe and represented, and human rights are protected; • Contribute to a secure and positive gaming environment, by adhering to the highest ethical standards and promoting positive play concepts; • Engage with community partners to facilitate opportunities for support, learning and growth, by developing education and support programs in local communities through strategic engagement with reputable organizations whose missions are aligned with IGT’s SDGs; and • Fight climate change, promote circularity, and enhance sustainable procurement, by improving the efficiency of operations such as through improved energy consumption, choosing renewable energy suppliers, and utilizing low environmental impact materials. IGT’s ongoing pledge to sustainable growth within the gaming industry includes the adoption of nine out of 17 SDGs, as included in the 2030 United Nations (UN) Agenda for Sustainable Development. Considering IGT’s business activities and sustainability priorities, the Company has identified nine SDGs as key areas of focus: no poverty (SDG 1), good health and well-being (SDG 3), quality education (SDG 4), gender equality (SDG 5), affordable and clean energy (SDG 7), decent work and economic growth (SDG 8), industry innovation and infrastructure (SDG 9), reduced inequalities (SDG 10), and climate action (SDG 13). The Company also adheres to the United Nations Global Compact (“UN Global Compact”), the largest corporate responsibility initiative in the world for the development, implementation, and disclosure of responsible corporate policies and practices. The Company’s sustainability efforts are also routinely evaluated by ESG rating agencies. • In January 2024, IGT received a gold medal sustainability rating from EcoVadis, positioning IGT among the top 5% of global companies rated by EcoVadis. EcoVadis assesses companies using 21 sustainability criteria within the categories of environment, labor and human rights, ethics, and sustainable procurement. • In February 2024, IGT received a Management level (B) score from the CDP - formerly known as the Carbon Disclosure Project - recognizing the Company for taking coordinated actions on climate issues. • As of December 2024, IGT maintained its AAA rating from MSCI. MSCI ESG Ratings aim to measure a company’s management of financially relevant ESG risks and opportunities. • In December 2024, IGT achieved a score of 62 from the S&P Corporate Sustainability Assessment (“S&P CSA”) with an increase of 8 points from the last score, and based on this assessment, IGT was included in the 2025 S&P Sustainability Yearbook that distinguishes those companies within their industries that have each demonstrated strengths in corporate sustainability. S&P CSA is one of the foremost global sustainability benchmark. Strategic Report Annual Report and Accounts 2024 Page | 23

Community As a global leader in one of the most regulated industries, IGT has operations across a broad spectrum of regions and cultures. Through a solid commitment to sustainability, IGT strives to be a responsible partner for local and international authorities, customers, and players in markets and jurisdictions where the Company operates. IGT’s Social Impact Committee (“SIC”) oversees funding distribution, and guides IGT’s progress towards meeting its charitable giving goals. The SIC, comprised of senior leaders from several departments and regions, ensures accountability, compliance and transparency within the Company’s charitable giving programs. IGT is determined to have a positive impact on the communities in which the Company operates through corporate and employee-driven community programs. The Global Community Giving & Engagement Policy was created to inform and educate all relevant stakeholders about IGT’s approach in supporting the communities where it operates through corporate and employee-driven activities and provides guidelines on community giving. Community sponsorships are managed through an online giving portal that allows any non-profit organization to request funding or sponsorship. Community requests are reviewed by the SIC to ensure that the organization and its mission align with IGT’s SDGs. In 2024, the Company continued to support organizations that align with IGT’s SDGs. IGT also continued supporting the corporate-driven After School Advantage program and the development of Science, Technology, Engineering and Math (STEM) based curriculum in partnership with the STEM Discovery Center based in the U.K. The curriculum has been provided to local site leaders to offer to their upcoming After School Advantage local partners. Through these initiatives, IGT continues to support STEM-focused partnerships to promote technology and skill development for youth to create talent pools and support underserved communities, thereby encouraging skill development and creating a sustainable workforce for the future. The Company’s corporate-driven Community Ambassador program fosters local community efforts that align with IGT’s SDGs. Through the Community Ambassador program, the Company celebrates Earth Day/Month, International Women’s Day (a partnership with the office of DEI), Food Insecurity Awareness Month, Season of Giving, Global Giving Month and Literacy Awareness Month, and employees donate or volunteer to causes within their communities through these local community efforts. In 2024, IGT continued to offer virtual volunteering and on-site volunteering with Goodera, IGT’s community engagement vendor that specializes in curating volunteer events across the globe, to increase employee participation when time or distance is a barrier. The Company’s employee-driven programs provide employees the opportunity to give back to their local communities by giving their time, talent, or money. In 2024, the Company continued its employee-driven programs, which include Dollars for Doers, Community Champions, and Day Off for Volunteerism. Responsible gaming Being part of a community at large also means placing a focus on player protection and engaging with key stakeholders for a well-rounded responsible gaming program. IGT maintains close relationships with customers, gaming regulators and researchers to further its support of player protection. The Company also works closely with advocacy and research groups who promote tools to prevent problem gambling, support responsible gaming organizations, and work to prevent underage gambling. IGT’s commitment to responsible gaming starts with its own people and is woven into the fabric of product development, services, programs, and policies. IGT ensures that employees at all levels and responsibilities are trained to support and promote responsible gaming in their daily activities, with additional in-depth courses for employees in specific roles such as game designers and contact center associates. Lottery, gaming and digital products and solutions include advanced responsible gaming tools that help safeguard players’ interests and address regulators’ concerns. Supporting this commitment to responsible gaming, IGT published a comprehensive Responsible Gaming Policy for all employees to inform all relevant stakeholders about IGT’s responsible gaming initiatives and commitments. The policy establishes a governance structure for responsible gaming strategy that includes the development of topic-focused working groups that will convene as topics arise and a specific outcome is identified. The Responsible Gaming Policy also addresses employee gambling and establishes a local helpline database for employees who may have concerns about problem gambling for themselves or loved ones. In 2024, IGT released an all-employee responsible gaming micro-learning training that focused on the concept of Positive Play which is an approach that encourages healthy play behaviors among all players through education and awareness of positive play principles. The training was created in collaboration with a responsible gaming expert who created the widely adopted and researched Positive Play Scale. In March of the same year, the same responsible gaming expert was a guest speaker for all employees during IGT’s Problem Gambling Awareness Month providing awareness about his research and its application to the gaming industry. The certifications awarded to IGT by respected gaming industry associations worldwide are a testament to the Company’s commitment to responsible gaming. IGT was among the first lottery vendors to receive the World Lottery Association’s Responsible Gaming Standards for Associate Members, covering IGT’s lottery operations and was re-certified in 2024 (such certification is valid for three years). IGT received G4 responsible gaming certification in 2017 and 2019 for its land-based casino operations and Strategic Report Annual Report and Accounts 2024 Page | 24

digital services, respectively, making it the first supplier to be certified across both operations. In 2020 and 2022, G4 re-certified IGT for both operations simultaneously, and in 2022 IGT also received its first responsible gaming certification for sports betting. IGT Gaming business was re-certified by G4 in 2023. In 2024, in addition to re-certifying the Lottery business against the World Lottery Association’s Responsible Gaming framework, IGT became the first iLottery supplier to receive the National Council on Problem Gambling’s iCAP Ready certification. As part of a long-standing commitment with The American Gaming Association (AGA), in 2024, IGT supported the Responsible Gaming Education Month, an extension of the Responsible Gaming Education Week created by AGA in 1998 to increase awareness of problem gambling among gaming industry employees and customers and to promote responsible gaming nationwide. IGT also participated in the U.K. Safer Gambling Week with the Betting and Gaming Council, and the Problem Gambling Awareness Month with the National Council on Problem Gambling to promote responsible gaming awareness in the respective jurisdictions. Human rights The Company supports and partners with international institutions and authorities to promote corporate actions that advance societal goals. By joining the UN Global Compact network, IGT strengthens its commitment to human rights principles derived from international conventions such as the International Bill of Human Rights including the UN Universal Declaration of Human Rights and the fundamental Conventions of the International Labor Organization. The first two principles of the UN Global Compact are directly related to human rights and they respectively state that businesses should first, support and respect the protection of internationally proclaimed human rights and second, ensure they are not complicit in human rights violations. IGT identifies these two principles as a main guide for its action towards human rights protection and promotion. In line with the third principle, relating to labor, which states that businesses should uphold the freedom of association and the effective recognition of the right to collective bargaining, IGT recognizes the value of using dialogue and negotiation to achieve positive outcomes in employment practices. The Company abides by non-discriminatory policies and procedures with respect to trade unions and union memberships and their activities, and provides workers’ representatives with appropriate services to assist in the development of effective collective agreements. IGT is involved in collective bargaining in different countries, accommodates specific local laws and regulations, and provides the tools needed for union representatives to perform their duties. To develop specific targets and initiatives to achieve the SDGs, IGT has established an ongoing process focused on promoting internal measures to fight all forms of discrimination, fostering a productive employment environment, guaranteeing fair and favorable working conditions, raising awareness about human rights practices, and supporting the rights of vulnerable groups. Specifically, the process includes measures for the protection of human rights within the Company boundaries, thus minimizing the risk of any human rights violation. IGT’s Human Rights Policy Statement contains information about commitment, responsibilities, and behaviors in relation to human rights, required from all employees, directors, officers, and consultants, and expected from third parties, agents or representatives who deal with or act on behalf of IGT and its controlled affiliates. Since 2022, all employees have been required to undertake annual training and certification of the Human Rights Policy Statement. Through the Human Rights Policy Statement, IGT recognizes its role as a global organization and its responsibility for promoting human dignity. Both in 2023 and in 2024, IGT was included in the Human Rights Campaign Foundation’s Corporate Equality Index, which measures LGBTQ+ inclusion in the workplace, in recognition of its commitment to human rights protection. IGT achieved “Best Place to Work for LGBTQ+ Equality” for 2023 and 2024. The Company’s approach to diversity, equity and inclusion, equal employment opportunity and non-discrimination, safe workplace and human rights, among others, are also set out in IGT’s Code of Conduct, which serves as a guide to the legal and ethical standards expected of employees. All IGT employees are required to acknowledge the Code of Conduct as soon as they start working for the Company and to undertake annual certification of the Code of Conduct. Responsibilities for health and safety at IGT are shared. The Company is committed to providing, maintaining and promoting a safe, healthy and productive work environment for all employees and ensuring compliance with all applicable environmental health and safety regulations. IGT’s Safe and Healthy Work Environment Policy covers topics such as workplace violence, illegal drug and alcohol use, tobacco use, fitness for duty and covers the actions that should be taken if someone needs to report a violation. From an external perspective, IGT focuses on the protection of human rights and the environment along the entire supply chain of the organization. The Company developed the Supplier Code of Conduct which includes requirements related to, among other things, business ethics and regulatory compliance, human rights and labor practices, environmental regulations and protection, responsible mineral sourcing, and health and safety. Suppliers are required to promptly inform IGT of any potential violation of the code. In the event of an actual violation, IGT and a concerned supplier would develop a remediation plan. The code has been sent to selected Strategic Report Annual Report and Accounts 2024 Page | 25

existing suppliers and is part of the onboarding process for new suppliers. Since 2023, IGT has been distributing an annual ESG supplier qualification questionnaire covering topics such as business ethics, social and inclusive supply chain, environmental management, human rights, health and safety and conflict minerals, aligned to the Supplier Code of Conduct. Suppliers are required to complete and return the questionnaire to measure their ESG performance and track their progress towards compliance of the Supplier Code of Conduct. In the same year, IGT also updated the internal Procurement Policy with an extensive ESG section to include language around human rights to prohibit slavery and the use of forced, bonded, or child labor across the supply chain, as well as to prohibit unlawful discrimination and harassment to provide a safe and inclusive work environment. In 2024, IGT conducted a high-level human rights risk assessment, incorporating both geographical risk factors and labor activity profiles to map potential risks across the supply chain. This assessment was focused on IGT strategic and preferred suppliers, analyzing their locations against the U.S. Department of Labor’s regional risk indicators for forced labor and child labor. This approach, alongside the annual ESG supplier qualification questionnaire and other due diligence efforts, enable us to strategically assess and strengthen our oversight of strategic and preferred suppliers given the impact they have on the Company’s supply chain. IGT has a zero-tolerance approach to modern slavery and will not support it anywhere in its business or supply chain. The Company is committed to acting ethically and with integrity in all its business dealings and relationships, and to implementing and enforcing effective systems and controls to reduce and possibly prevent the risk of the Company doing business with any entity or individual that practices, or tolerates, or in any way favors modern slavery. As one of its global sustainability initiatives, IGT publishes an annual group Modern Slavery Statement (accessible from IGT’s webpage (www.IGT.com)) in line with the U.K. Modern Slavery Act 2015 to disclose the steps taken to prevent modern slavery. Employee Diversity, Equity and Inclusion; Equal employment IGT is actively engaged in building and sustaining a diverse and inclusive company that anticipates and addresses the specific needs of our employees, enabling us to deliver unrivalled products and solutions to our global customers and contribute to the communities where our employees and customers live. In 2022, the Company added “Equity” to the name of the Office of Diversity, Equity and Inclusion to highlight the commitment to meeting the individual needs of all employees, ensuring fairness and access to growth, development, and business opportunities. Subsequently in 2023, IGT published its Diversity, Equity and Inclusion Global Policy which sets out IGT’s stance on DEI. The Company now has nine EIGs, which are employee networks structured around dimensions of diversity and are open to all employees. EIGs provide engagement and development opportunities, help create awareness and inspire conversations of the unique issues faced by employees across the globe, and promote inclusion at every level of the Company. Nearly 18% of the Company’s employees belong to at least one EIG and thousands more participate in engagement and development opportunities, including mentorship programs hosted by our EIGs. The Women’s Inclusion Network, or WIN with IGT, launched their eighth chapter, WINCanada. The Company’s EIG network has grown to include members from IGT offices, business segments and corporate support functions worldwide. IGT became the first gaming supplier to earn the highly respected designation of “Best Place to Work for LGBTQ+ Equality”. In further support of LGBTQ+ inclusion at IGT, the Company implemented training and other initiatives in support of LGBTQ+ employees, including the implementation of Gender Transition Guidelines focused on U.S.-based employees to provide support to employees in the process of gender transition at work, and training to provide support for colleagues, managers, and human resources business partners. Vince Sadusky, the Company’s CEO, co-signed the CEO Action for Diversity and Inclusion, joining more than 2,000 companies dedicated to building a better society by cultivating work environments that empower employees and welcome diverse experiences and perspectives. In addition, IGT joined the United Nations Women Empowerment Principles in alignment with SDG 5 (gender equality), which calls for equal women’s representation, participation and leadership in business globally. The Company launched several initiatives to strengthen the Company’s individual and collective understanding of DEI. Around 99% of the Company’s employees completed the mandatory Ignite Inclusion in 2023, a multifaceted inclusion learning campaign to elevate DEI principles, including unconscious bias. On this journey, employees expand knowledge of DEI concepts through individual learning and have the opportunity to engage with colleagues in a safe, supportive environment. Our voluntary 2024 inclusion learning campaign, known as “InclusionEdge!”, delivers engaging learning modules on a quarterly basis that focuses on inclusive leadership capabilities. Our employees truly value the curriculum, as the organization has seen an average quarterly completion rate of 86%. At the same time, leaders throughout IGT participated in training designed to bolster inclusive hiring practices. Additionally, IGT has seen growth in the numbers of people from underrepresented groups within the leadership ranks. For instance, as of 2024, around 30% of all leaders are women, up over 5% since 2018, and Strategic Report Annual Report and Accounts 2024 Page | 26

around 16% of all leaders in the U.S. are people of color, the highest in five years. All IGT employees are invited to participate in training that focuses on building awareness of the Company’s global policies relating to human rights, equal employment, anti-harassment and bullying. IGT is committed to providing equal employment opportunities for all applicants and employees based on qualifications. The Company prohibits discrimination on the basis of characteristics such as, race, color, religion, sex, gender, sexual orientation, gender identity or expression, pregnancy, marital status or civil partnership status, national origin, citizenship, covered veteran status, ancestry, age, physical or mental disability, medical condition, genetic information, or any other legally protected status in accordance with applicable local, state, federal and international laws. To the extent reasonably possible, IGT will accommodate applicants and employees with disabilities, including those who acquire temporary or long-term disabilities during their employment with IGT. In addition, the Company may offer training and other professional development opportunities to employees with disabilities or those who become disabled during their employment. Career development and promotion opportunities for all employees are based on qualifications, therefore disabled persons employed by the Company are not treated unfavorably. In an effort to gain an even deeper understanding of the varying dimensions of identity within our employee base, including people with disabilities, the Company launched the Self-ID program, an optional, confidential and anonymous system where employees can safely disclose and share insights about their identity. The demographic data collected from this portal will allow the Company to have a better understanding of our employees’ identities, and thereby better prepare to meet employee needs by creating programs, opportunities for growth and building employee benefits that more closely match our employee population. IGT values workplace diversity and respect for all employees. The Company follows the principles set by the International Labour Organization’s Declaration on Fundamental Principles and Rights at Work in the member countries where the Company operates and is committed to providing a work environment where everyone is treated with fairness, dignity, and respect without discrimination. IGT regularly updates its policies, outlining the Company’s commitment to equal employment opportunities and non-discrimination, thus fostering a work environment that reflects a fair and inclusive culture that values unity and difference. The Company ensures compliance by implementing practices to execute policies in business conduct and training employees in the application of procedures. IGT takes appropriate disciplinary action, up to and including termination of employment, for violation of the Company’s policies; except where prohibited by law or contrary to local collective bargaining agreements. IGT has a specific anti-harassment policy that reflects best practices and addresses company culture, designed to set expectations and standards of behavior required for all IGT employees. Regular trainings and engaging in conversations with employees are important in raising awareness and educating employees about the Company’s policies and procedures. The Company’s policies and work in these areas has led to the following external recognition: • High-Ranking Gaming Supplier in 2021, 2022 and 2023 in the All-In Diversity Project All-Index™ report; • Best Place to Work for Disability Inclusion by the Disability Equality Index for the U.S. (2023 and 2024) and the U.K. (2024); • Best Diversity and Inclusion Employer in 2022, 2023 and 2024 at the European Casino Awards; • Best Place to Work for LGBTQ+ Equality in 2022 and Equality 100 Award: Leader in LGBTQ+ Workplace Inclusion in 2023 and 2024, by the Human Rights Campaign Foundation; • Diversity and Inclusion award winner at the 2023 and 2024 Women in Gaming (WIG) Diversity & Employee Wellbeing Awards (London); and • Top Employer in the U.S. and Canada in 2023 and 2024 by the Top Employers Institute; Top Employers Italia certification in 2023 and 2024. Gender diversity data as of 31 December 2024 Male Female Total Directors 8 4 12 Senior managers(1) 129 44 173 All employees 7,445 3,574 11,019 (1) Including 33 directors of subsidiaries. Communication The Company utilizes a variety of communication tools and channels to ensure information is appropriately distributed to employees. This includes email, internal social networking, a file-sharing and instant messaging platform, print materials, and an internal website, OneIGT. Across all platforms, information distributed to employees ranges from financial and economic news to organizational updates, new product launches, policies, programs and stories about individual accomplishments, among other topics. Since January 2020, when OneIGT was officially launched, the website has received more than 14 million site visits. In 2024, IGT also hosted dozens of Company-wide and business unit-wide meetings to provide employees with important information and to field employee questions. Topics included the Company’s financial performance, talent development processes, DEI initiatives, sustainability and the positive impact of IGT employees, and business-specific events highlighting core facets of IGT’s operations. These events featured leaders including Strategic Report Annual Report and Accounts 2024 Page | 27

but not limited to the CEO, CFO, the Senior Vice President of People and Transformation, the CEO of Global Lottery, the President of Global Gaming and the President of IGT PlayDigital. The CEO led three global town halls, also attended by the CFO and other senior executives, of which two events were aimed at providing information and answering employee questions on the Strategic Review. The CFO also separately held a global town hall and answered employee questions during the event. Independent of events, employees were also encouraged to submit questions through an anonymous feedback channel designed to bolster two-way communication. Additionally, the Senior Vice President of People and Transformation maintained an employee advisory board to solicit input from employees on a range of topics. Employee involvement in the Company’s performance In an effort to promote employee engagement in the performance of the Company, IGT has offered several performance-based programs, including an equity share-award program for employees at a certain level. The award is typically conditioned on a three-year performance cycle, based on the achievement of several predetermined financial metrics. Setting these thresholds and offering this share incentive helps drive leadership accountability and shareholder alignment, which significantly impacts the overall performance of the Company. IGT also offers a short-term incentive program based on achievement of predetermined fiscal year financial results as well as individual performance against specific predetermined goals. By providing specific participant training on these programs, the Company strengthens employee understanding and engagement in the targeted business performance outcomes. Further, IGT offers an employee recognition program, Spotlight, that provides monetary and non-monetary awards for noteworthy employee contributions, including peer-to-peer recognition. Environment As part of the Company's approach to sustainability, IGT is dedicated to ensuring that its operations engage with the environment in a socially responsible manner to minimize any environmental impact. The Company’s primary activities involve office work, including software implementation, R&D, and administrative work. The Company’s largest offices pertaining to the continuing operations are in Providence (Rhode Island, U.S.) and Rome (Italy), and the lottery industrial activities, which include instant ticket printing, are mainly based in Lakeland (Florida, U.S.) and Tito Scalo (Italy). As for the discontinued operations, the assembly of gaming machines, lottery and digital betting terminals occur in Reno (Nevada, U.S.), Guadalajara (Mexico), Sydney (Australia), Johannesburg (South Africa) and Budapest (Hungary); the relative offices are located in Reno and Las Vegas (Nevada, U.S.). In December 2021, IGT committed to setting science-based targets to reduce greenhouse gas emissions by signing the SBTi Commitment Letter. Throughout 2022, IGT completed its first Scope 3 emissions inventory and submitted near-term and long-term science-based targets for validation by the SBTi in October 2022. Specifically, IGT aims at reducing Scope 1 and Scope 2 emissions (combined) by 50% and Scope 3 emissions by 30% by 2030 compared to 2019 levels, and to reduce both Scope 1, Scope 2 and Scope 3 emissions by 90% by 2050 compared to 2019 levels. Moreover, the Company pledged to reach Net-Zero by 2050, thus offsetting the residual 10% of emissions. These targets were validated by the SBTi in August 2023 and IGT is actively working on its Decarbonization Pathway through various initiatives across its value chain and operations. IGT is dedicated to enhancing its environmental performance by implementing environmental management systems certified under the ISO 14001 Standard. By the end of 2024, these systems are operational in its Lakeland, Rome and Tito Scalo sites, as well as its Reno site, which is now included in discontinued operations. Additionally, 11 repair depots (located in the U.K., Trinidad and Tobago, Slovakia, Mexico, Chile, Spain, Portugal, Jamaica, Czech Republic, Barbados and Poland) are ISO 14001 certified by self-declaration. Since 2011, the Rome site has utilized an ISO 50001 certified Energy Management System, while the Reno facility holds a Green Globes Certification (equivalent to the previous LEED gold certification awarded by the United States Green Building Council in 2015). Effective and reliable monitoring allows IGT to evaluate its progress in meeting its environmental commitments. Over the years, the Company has progressively enhanced its collection and monitoring of environmental data, including energy consumption and associated greenhouse gas emissions, water usage, waste generation, materials purchasing and air pollutant emissions. A third-party data collection tool introduced in 2021 to improve data collection efficiency was further refined for the 2022 and 2023 data collection process, allowing for monthly data collection since January 2023. The Company remains dedicated to minimizing the environmental impact of its global facilities and has undertaken several initiatives in recent years. These include the replacing of outdated lighting systems, with light emitting diode (“LED”) installations and lightning management. In Rome (Italy), the lighting systems upgraded to LEDs in 2023, resulting in energy savings of approximately 76,000 kWh in the first year of operation. An additional reduction of around 66,600 kWh was achieved in Rome (Italy), through the central management of interior lighting systems, which turn off unused lights. Furthermore, a photovoltaic plant was constructed at IGT’s site in Tres Cantos (Spain) in 2023. The plant, equipped with 54 solar panels with a unitary power equal Strategic Report Annual Report and Accounts 2024 Page | 28

to 460W, has a total power production capacity of 24.84 kWp. By the end of 2024, the site achieved a total cost savings of approximately €11,100. Another noteworthy initiative includes the installation of a 60kW solar farm dedicated to powering the Kingston (Jamaica) warehouse and training facility, which resulted in cost savings of around US$25,000 in its first year of operation. As part of its commitment to reducing reliance on fossil energy sources, the Company has entered into agreements with energy suppliers for several sites, including, for the Company’s continuing operations - Bucharest (Romania), London (U.K.), and the Italian sites dedicated to the lottery business. These agreements ensure the purchase of electricity from renewable sources, thereby reducing the Company’s carbon footprint, which is also supported by decreased occupancy rates in several buildings resulting from remote or flexible working arrangements. In 2024, IGT’s energy consumption increased by 19% compared to the previous year. This is in contrast to 2023, which saw a 2% decrease from 2022. The Company has, however, managed to reduce Scope 1 and Scope 2 gross greenhouse gas emissions by 15% compared to 2019, in line with the trajectory of the targets submitted to the SBTi, with the contribution of all the aforementioned initiatives implemented in the last years. Energy consumption and Greenhouse gas In accordance with the U.K. Streamlined Energy and Carbon Reporting requirements, this table provides a summary of greenhouse gas emissions and energy data for the Company. Global greenhouse gas emissions and energy use data(3) For the year ended December 31, 2024(1) For the year ended December 31, 2023(2) UK and offshore Global (excluding UK and offshore) Total Ratio (8) UK and offshore Global (excluding UK and offshore) Total Ratio (8) Combustion of fuel and operation of facilities - Scope I emissions (tCO2eq)(4)(6) 24 30,626 30,650 - 25 29,120 29,145 - Electricity, heat, steam and cooling purchased for own use - Scope II emissions LB (tCO2eq)(5)(6) 320 37,055 37,375 - 103 26,841 26,944 - Electricity, heat, steam and cooling purchased for own use - Scope II emissions MB (tCO2eq)(5)(6) 320 36,049 36,369 - 93 26,036 26,129 - Total gross Scope I and Scope II emissions LB (tCO2eq)(6) 344 67,681 68,025 0.016 128 55,961 56,089 0.013 Total gross Scope I and Scope II emissions MB (tCO2eq)(6) 344 66,675 67,019 0.016 118 55,156 55,274 0.013 Energy consumption used to calculate above emissions (MWh)(7) 1,327 232,371 233,698 - 501 196,197 196,698 - (1) The 2024 emissions data are based on best estimates as some information was not available in time for this report. (2) The 2023 emissions data have been revised to align with the data published in the IGT 2023 Sustainability Report. (3) Scope III emissions, which are indirect emissions that occur in the value chain, are reported in the IGT 2023 Sustainability Report. (4) Scope I: direct emissions from activities under the Company’s control, including emissions from fuel consumption (natural gas, diesel, propane and petrol consumption for generators, diesel and gasoline for vehicles such as company cars, small trucks or forklifts) and fugitive emissions of refrigerants. Ton CO2eq = data (fuel consumption or refrigerant gas refills) * Emission Factor. Data was collected from all sites that reported fuel consumption and refrigerant gas refills, including the most energy-intensive locations. For sites where this data was not available for this report, estimates were made using the best methodologies available to ensure coverage of all IGT sites. (5) Scope II LB (location based): electricity consumption only. Strategic Report Annual Report and Accounts 2024 Page | 29

Ton CO2eq = kWh * Emission Factor. Scope II MB (market based): this includes only electricity consumption, considering both purchased energy and energy from renewable sources. Ton CO2eq = kWh of electricity consumed from non-renewable sources * Emission Factor. (6) Data was collected from all sites that reported electricity consumption, including the most energy-intensive locations. For sites where this data was not available for this report, estimates were made using the best methodologies available to ensure coverage of all IGT sites. The slight increase in CO2eq Scope I emissions was mainly due to an increase in fuel consumption such as natural gas, gasoline, LPG, propane, and an increase in fugitive emission of refrigerant gases. The emissions from Scope II LB increased by 38.7%, while Scope II MB emissions rose by 39.2%. This increase in Scope II emissions is attributed to a 41% rise in electricity consumption (kWh). (7) The methodology follows both voluntary and mandatory greenhouse gas reporting guidance from the Greenhouse Gas Protocol. For 2024, the source of the emission factors for calculating Scope II LB and Scope II MB have been updated to use more current databases. For greenhouse gas emissions related to electricity using the location-based method, we have utilized emission factors issued by the state-based U.S. Green-e Residual Mix Emissions Rate Tables, the EEA (European Environment Agency) database for all country in Europe, and Terna (a large electricity transmission grid operator) emission factors for the remaining countries. For the market-based method, we applied the emission factors issued by the state-based U.S. Green-e Residual Mix Emissions Rate Tables, and the Association of Issuing Bodies (AIB) emission factors for the remaining countries. For fuel consumption and refrigerant gas refills, we used the emission factors from the U.K. Government Greenhouse Gas Conversion Factors for Company Reporting (DEFRA, 2024). For emissions related to fuel and operations energy consumption, we utilized the U.K. Government Greenhouse Gas Conversion Factors for Company Reporting (DEFRA, 2024) protocol conversion factors to obtain data expressed in MWh. (8) The ratio is calculated by dividing total Scope I and Scope II emissions by total revenues from continuing and discontinued operations in U.S. thousand dollars. Climate-related financial disclosures This section serves as the non-financial and sustainability information statement, encompassing the Company’s climate-related financial disclosures as mandated by the regulations. As outlined on page 22, IGT is committed to sustainability and growing its business responsibly, and has established a structured governance framework with high standards of ESG practices. Considering climate change is the biggest health and safety threat facing humanity, IGT has identified climate action (SDG 13) as one of its key areas of focus, aligned with its business activities and sustainability priorities. According to Section 414CB(2A) of the CA 2006, IGT is required to provide climate-related financial disclosures in its Annual Report and Accounts for the financial year ended in 2024. To meet these reporting requirements, the Company has organized its disclosures around four thematic areas: • Governance: describes the governance arrangements (Section 414CB(2A)(a)); • Risk Management: describes the identification, assessment and management processes (Section 414CB(2A)(b) and (c)); • Strategy: describes the impacts on the Company’s business model and strategy (Section 414CB(2A)(c), (d), (e) and (f)); and • Metrics & Targets: describes the key performance indicators used in assessing and managing targets (Section 414CB(2A)(g) and (h)), based on the Task Force on Climate-related Financial Disclosures (TCFD) Recommendations. Governance The diagram below outlines IGT’s governance arrangements for assessing and managing climate-related risks and opportunities. The Board holds ultimate responsibility for the Company’s ESG matters and delegates the task of overseeing the sustainability strategy and monitoring the implementation of related programs, to the NCGC. The NCGC is supported by the SSC and management. The chair of the SSC, advised by the Global Sustainability team, provides sustainability updates, including relating to climate-related and environmental matters, to the NCGC twice a year. The NCGC, in turn, furnishes the Board with periodic updates on the Company’s sustainability initiatives, including climate-related and environmental matters. Strategic Report Annual Report and Accounts 2024 Page | 30

In addition to its primary governance oversight responsibilities for financial reporting and related disclosures, the Board has delegated the assessment and management of risks, including climate-related risks, to the Audit Committee. In conjunction with the NCGC, the Audit Committee oversees and supports management’s efforts to meet mandatory climate-related financial disclosures. To enhance the Board’s expertise on climate-related matters, members of both the NCGC and the Audit Committee, as well as the CFO, participated in an internal training organized by the Global Sustainability team in 2023. The training focused on climate change, providing an understanding of the main impacts of the climate crisis, and included the key pressures and drivers for IGT in addressing climate change. During 2024, both the SSC and the NCGC were apprised of the anticipated climate-related financial disclosures for financial year 2024 which would reflect the climate-related risks and opportunities assessment performed in 2023, with a focus on the TCFD Recommendations. Led by the Senior Vice President of Marketing, Communications & Sustainability, the SSC is supported by senior leaders and representatives from key functions (including the CFO). It was established to create a unified sustainability approach across all regions and businesses and is responsible for integrating climate-related matters into the Company’s strategy. The SSC plays a crucial role in sustainability governance at IGT by monitoring the implementation of the Company’s Sustainability Plan, climate-related risks and opportunities management included, and reviewing and approving key activities of the Decarbonization Pathway. Throughout 2024, the SSC held four meetings to address sustainability matters, including discussions on climate-related issues. The Global Sustainability team supports IGT’s sustainability agenda and oversees, coordinates, proactively manages and supervises all linked initiatives. Specifically, the Global Sustainability team is responsible for facilitating climate-related scenario analyses to assess and manage climate-related risks and opportunities, setting corporate targets, monitoring their progress, and managing value chain engagement on climate-related issues. In 2024, the team reviewed the underlying assessment, including its materiality impact, confirming the analysis and relevance of the risks and opportunities identified in 2023, which was subsequently reported to the SSC and the NCGC. Risk Management The Company acknowledges the significance of incorporating climate-related risk and opportunity assessments into its broader strategic planning efforts to enhance transparency, accountability, and stakeholder engagement. This understanding informs risk management strategies and guides decision-making, as IGT strives to develop an effective response to the complex challenges posed by climate change. The outcomes of these analyses also supported the creation of the IGT Sustainability Plan, which details the commitments, objectives, and actions aimed at strategically and proactively addressing climate-related risks and opportunities. The Board recognizes that environmental risks may present relevant consequences for the business (as outlined below). For instance, severe and frequent weather-related events and natural disasters, including those influenced by climate change, could disrupt the Company’s operations or those of its stakeholders along the value chain. Consequently, environmental risks, along with broader ESG risks, are acknowledged as one of the strategic risks under the Company’s Enterprise Risk Management (“ERM”) program. Further details may be found in the “Principal Risks and Uncertainties” section of this Strategic Report on page 44. In 2023, the Global Sustainability team conducted a detailed exercise to identify and assess the nature and significance of relevant risks and opportunities associated with climate change, as described below. No major change has occurred in the Company’s business and strategy since this exercise was conducted and so both the methodology and the results downstream of the analysis are deemed to be valid in 2024 as well. Nonetheless, the Company is committed to periodically conducting climate-related assessments to continually understand and address the ever-evolving climate challenges. The results of the physical climate-related risks analysis conducted in 2023 were shared and discussed with IGT’s ERM team, and climate-related risks will be incorporated into future ERM risk assessments. In 2024, efforts were made to integrate an ESG component into the risk assessment process, with the aim of encouraging risk owners to consider each environmental, social and governance factors when assessing and managing risks relevant to their business areas. Climate-related physical risks assessment The climate-related physical risks assessment was based on Representative Concentration Pathways (“RCPs”) and Shared Socioeconomic Pathways (“SSPs”) climate scenarios derived from the Intergovernmental Panel on Climate Change (IPCC). These scenarios offer forward-looking risk assessment up to year 2100 and cover nearly all geographies. These RCPs are a set of scenarios used in climate science to explore different potential futures of greenhouse gas emissions and their impact on global climate change. The RCPs capture potential changes in socioeconomic factors over the coming century, with each corresponding to a different level of greenhouse gas concentration in the atmosphere. The SSP scenarios describe alternative socio-economic futures in the absence of climate policy intervention. Researchers use these scenarios to assess and study the potential Strategic Report Annual Report and Accounts 2024 Page | 31

consequences of various levels of emissions and climate policies: • RCP2.6/SSP1: known as the “Lowest Emissions” scenario, this RCP represents a world where strong and immediate emissions reduction measures are taken to limit global warming to well below 2°C above pre-industrial levels; • RCP4.5/SSP2: this scenario corresponds to a world with some climate mitigation measures implemented. It assumes moderate emissions reductions and represents a future where emissions peak around mid-century and then start to decline; and • RCP8.5/SSP5: representing the most severe climate change impacts, this “High Emissions” scenario depicts a worst-case situation where greenhouse gas emissions continue to increase throughout the 21st century without significant mitigation efforts. This scenario was applied by IGT in its climate-related physical risks assessment, the results of which are reported hereafter under the section headed “Strategy”. The comprehensive climate-related physical risk assessment involved identifying and evaluating potential physical risks associated with climate change, such as heatwaves, droughts, and other extreme weather events. These risks may manifest with acute or chronic effects, depending on their magnitude and timeframe. To streamline this process, IGT carefully selected physical risks that could potentially affect key assets, using geographic location as a primary criterion. The Company assessed its exposure to physical risks on 15 key sites, including production facilities, data centers and office locations. These sites were chosen on a set of predetermined criteria, which considered the number of employees on-site, the size of the facility, energy consumption levels, and the site’s strategic relevance to IGT. After identifying the main physical risks, the Company evaluated the potential financial impact of these climate-related risks on IGT’s key assets. The assessment considered various asset-specific attributes, including primary use, geographic location, main construction materials, age and lifespan, foundation type, and asset value. Additionally, other indicators related to the identified physical risks such as the type of hazard, severity, and duration were used to calculate the damage percentage and estimate the potential financial impacts. The results were computed based on the likelihood of an asset being exposed to significant hazard intensities, given the physical local climate conditions. Climate-related transition risks and opportunities assessment The assessment of the primary climate-related transition risks and opportunities followed a systematic multi-step approach integrating several key features, including: • Examining the Company’s value chain to understand how climate change might affect the business model and the operations - This examination involved considering the Company’s supplier network and business relationship by identifying/mapping its critical suppliers and stakeholders; • Considering scenarios developed by the International Energy Agency (IEA) and IPCC to assess future vulnerability to climate change and identify potential pathways and outcomes. Specifically, both RCPs and SSPs were considered in the qualitative assessment including RCP2.6/SSP1, RCP4.5/SSP2 and RCP8.5/ SSP5; • Gaining an understanding of the environmental regulations, both existing and prospective, that could drive and push the Company’s transition towards a low-carbon economy. Evolving regulations can significantly impact the market dynamics, the industry, and the planning of products and strategic initiatives. Anticipating potential regulatory developments enables the Company to proactively adapt to the changing regulatory landscape; and • Conducting an analysis of industry reports and peer activities to gain valuable insights into the competitive landscape and further enhance the understanding of potential challenges on the horizon. Following the initial desk analysis as outlined above, a qualitative assessment of conceivable climate-related transition risks that could impact the Company’s operations was conducted. This evaluation provided a comprehensive view of plausible future scenarios, enabling IGT to identify the potential climate transition risks and enhancing the Company’s preparedness to meet these challenges. A quantitative analysis may be performed in future reporting periods. Within the assessment, IGT also conducted a qualitative analysis to identify potential climate-related opportunities that could be leveraged. This process mirrored the approach taken in the climate-related transition risks analysis and included examining the Company’s value chain, climate-related scenarios, external influences such as regulatory changes, financial pressures, ESG questionnaires, industry evaluations, and market research. This assessment resulted in the development of a list of potential climate-related opportunities, aligned with the primary categories defined by the TCFD. To ensure relevance to IGT, these identified opportunities were screened and clustered, followed by a further analysis to identify any additional opportunities that could be considered. Strategic Report Annual Report and Accounts 2024 Page | 32

Strategy IGT evaluated climate-related risks and opportunities across three different time horizons1 : (i) Short-term (2030s); (ii) Medium-term (2035s); and (iii) Long-term (2050s). These periods were chosen to align with the temporal frameworks of other climate-related initiatives adopted by IGT, such as the Science Based Targets’ emission reduction goals set for 2030 and 2050. This multi-time horizons approach offers a comprehensive view of climate-related risks and opportunities concerning the Company’s operations, enabling a thorough understanding of the potential impacts that climate change may have on the business. The assessment of risks and opportunities led to the identification of climate-related risks and opportunities that may impact IGT’s major assets and operations, as well as their effects. IGT determines the materiality of the actual and potential impacts of physical climate-related risks by referring to the overall group materiality outlined in the Independent Auditors’ Report on page 93. For climate-related transition risks and opportunities, an indicative rating is assigned based on qualitative aspects (opinions using scientific understanding of climate scenarios) rather than quantitative measures. The tables presented below show the results of the assessments with reference to the medium-term (2035s) period, which is deemed the most significant for IGT’s business as it represents the typical time frame for defining and implementing mid-term strategic and sustainability plans. The tables also include the list of initiatives that IGT has identified to enhance the resilience of its business model and strategy, in response to the identified climate-related risks and opportunities. In this regard, the SSC is responsible for reviewing and where deemed necessary and relevant approving a range of potential actions proposed by the Global Sustainability team, and the NCGC is updated on the various decarbonization workstream. The Company is dedicated to conducting further investigation or feasibility studies to improve and ensure its resilience against climate-related risks and opportunities. Climate-related physical risks Risk: Heat waves and extreme temperature Category: Chronic Heatwaves and extreme temperature can affect the demand for cooling or air conditioning services, result in direct damage to property and building materials, and have a profound effect on employee productivity, potentially causing absenteeism, reduced physical performance and overall job performance. These problems are mainly related to the increased global wet bulb temperature (WBGT) - a measure of heat stress in direct sunlight that takes into account temperature, humidity, wind speed and sun angle. Moreover, most of the cooling systems used in IGT’s facilities rely on electricity, resulting in higher energy consumption and energy costs. IGT’s facility in Reno and Las Vegas (Nevada, U.S.) and Lakeland (Florida, U.S.) are the sites most likely to be affected by heat waves due to their geographical location and weather conditions. The mitigation initiatives already implemented, along with those that may be evaluated, will help IGT reduce its dependence on non-renewable energy sources and energy consumption in its facilities, as well as enhance its building resilience to high temperatures. This approach will help the Company to mitigate potential costs associated with heat waves and extreme temperatures. • Increase in demand for cooling or air conditioning services • Damage to assets and building materials • Reduced productivity of the employees SSP 1 - 2.6: Material SSP 2 - 4.5: Material SSP 5 - 8.5: Material Initiatives already implemented by IGT include: • Installation of photovoltaic systems • Space management efficiency activities Other initiatives which may be considered by IGT include: • Installation of more efficient cooling systems • Installation of renewable energy systems • Installation of more efficient thermal insulation on assets • Creation of green spaces and cooling spaces • Educating employees about heat-related health risks and individual impacts mitigation actions Potential impact(1) Materiality(2) Possible mitigation Strategic Report Annual Report and Accounts 2024 Page | 33 1 The time horizons do not refer to a singular point in time, but to a broader period of time: 2030 corresponds to the 2021-2040 timeframe; 2035 corresponds to the 2021-2050 timeframe; and 2050 corresponds to the 2041-2070 timeframe.

Risk: Wildfires Category: Acute Wildfires poses safety risks, causing damage to buildings and equipment and potentially leading to the destruction of surrounding natural resources. This risk is particularly relevant for facilities located in regions with a drier climate, such as the Nevada geographic area. IGT’s sites in Reno and Las Vegas (Nevada, U.S.) are most susceptible to fire risk because of the hot, dry desert climate and surrounding vegetation. The mitigation initiatives that may be evaluated will help IGT increase the fire protection of its buildings and equipment, and help the Company to mitigate the potential costs associated with the risk of wildfires. • Damage to assets and equipment SSP 1 - 2.6: Immaterial SSP 2 - 4.5: Immaterial SSP 5 - 8.5: Immaterial IGT is yet to implement any initiative but may consider the following: • Improvement of the fire detection and suppression systems • Management of vegetation around assets Risk: Heavy snowfalls Category: Acute Snowfalls could be more intense due to climate change. Heavy snow can cause damage to buildings and infrastructure, potentially resulting in additional costs for repairs and maintenance. IGT’s facility in Reno (Nevada, U.S.) is particularly exposed due to the region's cooler climate and mountainous terrain. The mitigation initiatives that may be evaluated will help IGT increase the protection of its assets and equipment, and help the Company to mitigate the potential costs associated with the risk of heavy snowfall events. • Damage to assets and equipment SSP 1 - 2.6: Immaterial SSP 2 - 4.5: Immaterial SSP 5 - 8.5: Immaterial IGT is yet to implement any initiative but may consider the following: • Development of snow removal and management plans Risk: Riverine floods Category: Acute Riverine flooding can cause damage to buildings and equipment. In areas where flooding is frequent, companies may need to invest in additional infrastructure and protections to mitigate the risks associated with flooding. IGT’s facility in Rome (Italy) may be exposed to risk of river flooding because of its location near the Tiber River. The mitigation initiatives that may be evaluated will help IGT increase the protection of its assets and equipment, and help the Company to mitigate the potential costs associated with the risk of riverine floods. • Damage to assets and equipment SSP 1 - 2.6: Immaterial SSP 2 - 4.5: Immaterial SSP 5 - 8.5: Immaterial IGT is yet to implement any initiative but may consider the following: • Development of specific plan for flood events Potential impact(1) Materiality(2) Possible mitigation (1) The impacts included in this table concerning climate-related physical risks are potential impacts which could occur over the medium-term (2035s) time period; actual impacts are deemed not to be relevant to date. (2) Considers the potential financial impact of each physical risk in relation to the three RCP/SSP scenarios by reference to the medium-term (2035s) time period and the overall group materiality as outlined in the Independent Auditors’ Report on page 93. The physical risks assessment identified IGT’s sites in Lakeland (Florida, U.S.) and Reno (Nevada, U.S.) most likely to be financially impacted by physical climate-related risks. These facilities are primary locations for critical and strategic activities, including printing, assembly of slots and games, lotteries, and digital betting terminals. The geographical location of each site makes them more vulnerable to the effects of climate change, potentially impacting IGT's operations. Strategic Report Annual Report and Accounts 2024 Page | 34

Climate-related transition risks Risk: Environmental regulations and carbon taxes Category: Policy & Legal The potential introduction of environmental regulation such as Carbon Taxes could increase the fixed and variable costs associated with carbon emissions. For example, the European Union’s Carbon Border Adjustment Mechanism (“CBAM”) Regulation requires companies that import products from regions outside the European Union to pay for the carbon emissions generated during the production of those goods. Such legislation could increase the cost of importing electronic components or materials used in the gaming industry, raising the cost of finished products. IGT’s failure to manage climate issues could make the Company unprepared to respond to potential future laws or environmental regulations related to Carbon Taxes. The effects of carbon pricing mechanisms, such as CBAM, is expected to be more material in the short-term under a Net Zero scenario. Under a “High Emissions” scenario, no material impact is expected. The mitigation initiatives already implemented, along with those that may be evaluated, will help IGT reduce its CO2 emissions. This approach will help the Company to mitigate the possible costs associated with environmental regulations and carbon taxes. • Increase in direct costs • Increase in indirect (operating) costs • Increase in capital expenditures • Decrease in access to capital • Decrease in revenues due to reduced demand for products and services • Decrease in revenues due to reduced production capacity SSP 1 - 2.6: Medium SSP 2 - 4.5: Low SSP 5 - 8.5: Low Initiatives already implemented by IGT include: • Installation of photovoltaic systems • Replacement of old lighting systems with LED systems • Space management efficiency activities • Purchase of certified renewable energy • Commitment to the Science Based Targets initiative Other initiatives which may be considered by IGT include: • Adoption of low- or no-carbon technologies • Implementation of carbon offset strategies Risk: Consumer and stakeholder pressure Category: Market Growing environmental awareness among consumers and stakeholders is leading to reduced demand for products and services that generate high level of greenhouse gas emissions. The absence of a proactive approach by IGT on these topics could result in a decline in revenues and market share, causing a significant loss of value for the Company. In addition, due to demand to reshape products and services, the Company could also face increased costs associated with technological change and the need to implement new low-carbon solutions. The environmental awareness of customers is expected to be greater under a Net Zero scenario as societies adopt more environmentally friendly practices, versus a “High Emissions” scenario where customers are not as climate conscious. The mitigation initiatives already implemented, along with those that may be evaluated, will help IGT bring to the market products and services with better environmental performance, while showing greater commitment to integrating sustainability into its organizational structure. This approach will help the Company to mitigate the possible costs associated with consumer and stakeholder pressure. • Increase in direct costs • Increase in indirect (operating) costs • Increase in capital expenditures • Decrease in revenues due to reduced demand SSP 1 - 2.6: High SSP 2 - 4.5: Medium SSP 5 - 8.5: Low Initiatives already implemented by IGT include: • Sourcing of more sustainable raw materials for all lottery products, such as Forest Stewardship Council-certified paper and non-toxic ink • Performing a life-cycle assessment with eco-design purposes on some IGT’s equipment (e.g., Retailer Pro S1 and S2 terminals) Other initiatives which may be considered by IGT include: • Training employees on environmental issues • Promoting sustainability communications Potential impact(1) Materiality(2) Possible mitigation Strategic Report Annual Report and Accounts 2024 Page | 35

Risk: Industry shift to low-carbon technologies Category: Technology The ongoing climate transition is leading a wave of innovative and environmentally responsible technologies in the market. As these new, sustainable technologies spread in the gaming industry, IGT may find itself pushed to invest in R&D initiatives with the aim of developing new best practices which entails an increase in the costs of technology investments and training to the employees. Failure to manage these transitions effectively could result in a decline in productivity, increased personnel costs, and long-term value losses. The industry shift toward low-carbon technologies is expected to be faster under a Net Zero scenario as the pressure from the market and society increases, vis-a-vis a “High Emissions” scenario where the pressure is lower. The mitigation initiatives already implemented, along with those that may be evaluated, will help IGT develop and integrate innovative low-carbon technologies into its products and processes. This approach will help the Company to mitigate the possible costs associated with the industry shift to low-carbon technologies. • Increase in direct costs • Increase in indirect (operating) costs • Increase in capital expenditures • Decrease in revenues due to reduced production capacity SSP 1 - 2.6: Low SSP 2 - 4.5: Low SSP 5 - 8.5: Low Initiatives already implemented by IGT include: • Performing a life-cycle assessment with eco-design purposes on some IGT’s equipment (e.g., Retailer Pro S1 and S2 terminals) Other initiatives which may be considered by IGT include: • Training employees on environmental issues and new technologies • Investment in R&D Potential impact(1) Materiality(2) Possible mitigation (1) The impacts included in this table concerning climate-related transition risks are potential impacts which could occur over the medium-term (2035s) time period; actual impacts are deemed not to be relevant to date. (2) Considers only the potential qualitative impact of each transition risk in relation to the three SSP/RCP scenarios by reference to the medium-term (2035s) time period. IGT plans to model the quantitative impact of transition risks as more data becomes available. Climate-related opportunities Opportunity: Resource management Adopting sustainable practices in managing resources, such as energy, raw materials, and water, can help the Company to potentially reduce the environmental impact of its operations and improve efficiency. The initiatives already implemented will help IGT reduce its dependence on non-renewable energy sources for its facilities. This approach will help the Company to achieve costs reduction linked to better resource management. • Reduced energy consumption and carbon emissions • Cost savings and greater efficiency • Minimize waste SSP 1 - 2.6: Low SSP 2 - 4.5: Low SSP 5 - 8.5: Low Initiatives already implemented by IGT include: • Installation of photovoltaic systems Opportunity: Products and services efficiency Developing energy-efficient products or incorporating eco-features will enable IGT to meet market demand and achieve operational cost savings. Implementing eco-design strategies can help the Company to use more sustainable materials, reduce energy consumption and minimize waste generation. The initiatives already implemented, along with those that may be evaluated, will help IGT develop and integrate innovative low-carbon technologies into its products and processes. This approach will help the Company to capture the cost benefits that can result from products and services efficiency. • Reduced production and operating costs • Improved efficiency and profitability • Increased market shares and revenues SSP 1 - 2.6: Medium SSP 2 - 4.5: Low SSP 5 - 8.5: Low Initiatives already implemented by IGT include: • Performing a life-cycle assessment with eco-design purposes on some IGT’s equipment (e.g., Retailer Pro S1 and S2 terminals) Other initiatives which may be considered by IGT include: • Adoption of low- or no-carbon technologies • Investment in R&D Actual and potential impact(1) Materiality(2) Possible actions Strategic Report Annual Report and Accounts 2024 Page | 36

Opportunity: Renewable energy As the global community increasingly prioritizes the transition to renewable energy source, IGT could take advantage of the growing demand for clean energy solutions and explore the use of renewable energy sources. The initiatives already implemented, along with those that may be evaluated, will help IGT reduce its dependence on non-renewable energy sources. This approach will help the Company to capture the cost benefits linked to the use of renewable energy. • Reduced carbon footprint • Long term energy costs savings SSP 1 - 2.6: Medium SSP 2 - 4.5: Low SSP 5 - 8.5: Low Initiatives already implemented by IGT include: • Installation of photovoltaic systems • Purchase of certified renewable-energy Other initiatives which may be considered by IGT include: • Adoption of low- or no-carbon technologies Opportunity: Customer satisfaction As consumers become more environmentally conscious, there is a growing demand for sustainable products and services. By meeting these demands, companies can improve their customer satisfaction and loyalty, enhance their public image, and potentially access new markets. The initiatives already implemented will help IGT bring to the market products and services with better environmental performance, thereby enabling the Company to capture this growing demand and improve its customer satisfaction. • Improved customer satisfaction and loyalty • Enhanced public image • Entry into new markets SSP 1 - 2.6: High SSP 2 - 4.5: Medium SSP 5 - 8.5: Low Initiatives already implemented by IGT include: • Performing a life-cycle assessment with eco-design purposes on some IGT’s equipment (e.g., Retailer Pro S1 and S2 terminals) Opportunity: Improvement of technologies and resilience The transition to a low-carbon economy requires the spread of new and more efficient technologies. New technologies can help to automate tasks, saving time and costs; new processes can help companies to streamline operations, which can also lead to efficiency gains. The initiatives that may be evaluated will help IGT to develop and integrate low-carbon technologies into its products and processes. This approach will help the Company to streamline its operations and improve the overall efficiency. • Improved efficiency • Reduced costs • Improved overall profitability • Potentially reduced exposure and improved overall resilience to climate-related risks SSP 1 - 2.6: Low SSP 2 - 4.5: Low SSP 5 - 8.5: Low IGT is yet to implement any initiative but may consider the following: • Adoption of low- or no-carbon technologies • Investment in R&D Opportunity: Legislative and financial benefit As governments and financial institutions prioritize sustainability, there are increasing opportunities to access funding, tax incentives, and other benefits for adopting environmentally friendly practices and technologies. The initiatives that may be evaluated will help IGT to develop and integrate innovative low-carbon technologies into its products and processes. This approach may render IGT eligible for access to more funding, tax incentives, and other benefits. • Potentially lowered costs of capital • Improved financial stability • Enhanced competitiveness • Improved reputation • Attract environmentally conscious customers and investors SSP 1 - 2.6: High SSP 2 - 4.5: Medium SSP 5 - 8.5: Low IGT is yet to implement any initiative but may consider the following: • Adoption of low- or no-carbon technologies • Investment in R&D Actual and potential impact(1) Materiality(2) Possible actions (1) The impacts included in this table concerning climate-related opportunities are (i) actual impacts, where the Company has implemented initiatives to address such impacts, and (ii) potential impacts which could occur over the medium-term (2035s) time period, where the Company has yet to implement any initiatives to address such impacts. (2) Considers only the potential qualitative impact of each opportunity in relation to the three RCP/SSP scenarios by reference to the medium-term (2035s) time period. IGT plans to model the quantitative impact of opportunities as more data becomes available. Strategic Report Annual Report and Accounts 2024 Page | 37

Metrics and Targets Near-term targets to be achieved by 2030 (from 2019) • Reduce absolute Scope 1 and Scope 2 greenhouse gas emissions by 50% • Reduce absolute Scope 3 greenhouse gas emissions by 30% Long-term targets to be achieved by 2050 (from 2019) • Reduce absolute Scope 1 and Scope 2 greenhouse gas emissions by 90% • Reduce absolute Scope 3 greenhouse gas emissions by 90%; offset the residual 10% of emissions by 2050 As outlined in the “Environment” section on page 28, IGT is intensifying its efforts to limit its climate change impacts based on scientific evidence by joining the SBTi and committing to reduce near- and long-term emissions across Scope 1, Scope 2 and Scope 3 categories, in line with the SBTi’s criteria. These targets, validated by the SBTi, enable IGT to address climate risks, mitigate potential climate impacts such as costs related to carbon pricing, and capitalize transition-related climate opportunities. In the event of a change in the Company’s perimeter, such as following the closing of the Proposed Transaction, SBTi targets will be revised so as to reflect the actual shape of the business. IGT may also consider establishing additional targets and KPIs not linked to the SBTi commitment to proactively manage climate-related risks and seize climate-related opportunities. IGT’s Decarbonization Pathway is designed to achieve the SBTi targets mentioned above and outlines several workstreams to investigate and implement potential greenhouse gas emission reduction initiatives, closely tied to its business operations. IGT evaluates and reports its greenhouse gas emission inventory annually across all Scope 1, Scope 2 and Scope 3 categories. The quantification of GHG emissions serves as key performance indicators to track progress towards achieving the SBTi targets. This process also allows the Company to fully understand the extent of its carbon footprint and improves its ability to provide comprehensive disclosure to its stakeholders. IGT’s greenhouse gas emission inventory aligns with the trajectory of the targets submitted to the SBTi. For information on IGT’s greenhouse gas Scope 1 and Scope 2 emissions data, as well as the assumptions and methodology used in the calculation, please refer to the “Environment” section on page 28. As noted therein, the Company has managed to reduce Scope 1 and Scope 2 gross greenhouse gas emissions by 15% compared to 2019, in line with the trajectory of the targets submitted to the SBTi, with the contribution of all the initiatives implemented in the last years. Scope 3 emissions, disclosed in IGT’s annual Sustainability Report, were calculated according to the Greenhouse Gas Protocol methodology primarily using the emission factors from Ecoinvent, the U.K. Department for Environment, Food & Rural Affairs (DEFRA), and Agence de la transition écologique (ADEME). The following categories were included in the Scope 3 emissions calculations: Purchased Goods and Services; Capital Goods; Fuel and Energy Related Activities; Upstream Transportation and Distribution; Waste Generated in Operations; Business Travel; Employee Commuting; Upstream Leased Assets; Downstream Transportation and Distribution; Use of Products Sold; End-of-Life Treatment of Products Sold; Downstream Leased Assets; and Investments. Strategic Report Annual Report and Accounts 2024 Page | 38

Section 172(1) Statement Section 172(1) of the CA 2006 requires a director of a company to act in a way that they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole. In doing so, the directors must have regard, among other matters, to (a) the likely consequences of any decision in the long-term; (b) the interests of the company’s employees; (c) the need to foster the company’s business relationships with suppliers, customers and others; (d) the impact of the company's operations on the community and the environment; (e) the desirability of the company maintaining a reputation for high standards of business conduct; and (f) the need to act fairly as between members of the company. The Board is responsible for formulating and overseeing the implementation of the Company’s strategy to achieve long-term success, hence during the past year the Directors considered each matter which came before the Board and its Committees from a long-term impact perspective, including with respect to the interests of IGT’s employees and other key stakeholders. The Board and its Committees received from management, reviewed and discussed information and reports relating to operations across IGT within their respective remit. The Chair of each Committee regularly reported to the Board on the outcome of those reviews and discussions, including opinions and proposals on matters considered. In the interest of productive discussions and informed decisions, the Chairs of the Board and its Committees collaborate with the Corporate Secretary team and other executives of the Company in ensuring that accurate, timely and clear information are provided to the Directors in a form that would enable the Board and its Committees to discharge their duties. Feedback from engagement with key stakeholders pursued during the year, where relevant, would supplement the internally provided information and standpoint, including for potential Board’s consideration. Our stakeholders The Company’s key stakeholders, the main initiatives taken by the Company and management’s commitment to keep a two-way communication and ultimately enhance the Company’s relationships with them are described in this section. The Directors also participate in stakeholder engagement events, as indicated, which support their understanding of key issues and challenges, which can then be factored into future decision making. REGULATORS IGT’s activities are subject to extensive and complex governmental and regulatory requirements, which are constantly evolving and may vary from jurisdiction to jurisdiction. We continue to build on our well-established local presence and relationships with regulators in the countries where IGT operates around the world. Engagement • Cooperation with regulatory authorities to maintain, renew and expand, as appropriate, our global regulatory licensing portfolio; attendance to personal interviews as well as corporate visits and routine investigations. • Regular meetings with public authorities and institutions at local and global levels to actively provide updates on the development of the Company’s operations and to demonstrate integrity, knowledge and expertise in the conduct of the business. • Various engagements with gaming authorities and industry groups to expand IGT’s responsible gaming product reputation and offerings above and beyond jurisdictional regulations. • Various engagements with regulatory authorities to obtain the required governmental and/or gaming approvals in connection with the Proposed Transaction. Impact • Ensures that the Company understands and is meeting its evolving regulatory obligations. • Allows the Company to remain up-to-date on political and regulatory trends in the jurisdictions where it does business. • Enables the Company to introduce technological and product innovations in compliance with regulatory requirements in force in various jurisdictions. • Helps improve institutional relationships and reinforces the perception of the Company as a reliable partner. Strategic Report Annual Report and Accounts 2024 Page | 39

SHAREHOLDERS / INVESTORS Our retail and institutional shareholders are the owners of the Company, and we want them to be best positioned to follow the performance of the Company through our continuing and periodic reporting. We maintain regular and proactive dialogue with our shareholders, potential new investors, proxy advisors, rating agencies and analysts, including on announced strategic initiatives, changes or achievements. Engagement • Numerous conferences and meetings, including equity and leveraged finance conferences, which provided opportunity for analysts and actual or potential investors to directly interact with management. • Several in-person and virtual non-deal roadshows, in addition to hundreds of ad-hoc, one-on-one meetings with selected members of the investment community; hosted analysts and investors at G2E tradeshow. • Hosted group meetings at our Providence headquarters focused on Lottery, and Las Vegas visits focused on IGT Gaming, providing opportunity for analysts and investors to engage with segment-level leadership. • Engagement of the Executive Chair with selected large shareholders. • Engagement with proxy advisory firms for insights on best practices on governance and executive compensation, as well as ESG and other matters. • Targeted investor outreach with investors, analysts, and credit rating agencies related to the sale of IGT Gaming. Impact • Facilitates open dialogue between the Company and its shareholders. • Allows communication and illustration of key developments and significant events to investors. • Helps management and the Board understand investor sentiment or reaction, particularly on strategic matters. • Supports the share market performance. • Attracts new capital investments to support the Company’s business needs. EMPLOYEES Employees are key contributors to business success and IGT promotes their wellbeing while listening to, respecting and valuing their ideas, suggestions and expectations to more effectively deal with the challenges posed in today’s gaming market. Engagement • Employee events, including more than 40 town halls, leadership forums, webinars, as well as lunches and volunteer opportunities ran by local IGT leadership councils, to ensure employees are knowledgeable about the Company’s business development, strategy and performance; some of these events were also attended by Directors. • Employee communication, with distribution of weekly newsletters highlighting stories from the business and individuals, to ensure employees are more knowledgeable about each other and the Company. • IGT’s “listening strategy” which encompasses employee engagement survey tool along with a hiring manager/ candidate/on-boarding/exiting employee survey tool, as well as YourIGT anonymous feedback tool available to employees on the intranet 24/7, to gather constant feedback from employees on where the Company did well and where it needs to do more. • Employee training webinars covering topics such as goal setting, performance feedback, career and professional development conversations, to create and cultivate a digital mindset. • Specific initiatives to further embed inclusion within the business, such as The “Power of We” DEI podcast, Courageous Conversations (curated, facilitated inclusion learning forums) and the DEI Spotlight (employee inclusion storytelling format) and sessions planned by our Employee Impact Groups, many of which provided learning and professional development opportunities and community building across a range of employee demographics. • The Employee Advisory Committee which is comprised of a diverse group of employees worldwide advised the Global Head of People and Transformation function on a variety of topics. Impact • Allows communication of key business developments and performance results and goals across the organization. • Allows management to receive and consider employee views on key issues (such as relating to the Proposed Transaction) and to provide feedback to the Compensation Committee and/or the Board on human capital management matters such as employee engagement and DEI. • Helps inform future decisions impacting employees. • Boosts employee motivation, enhances loyalty and reinforces the sense of belonging to the Company. See section headed “Employee - Communication” on page 27 and “Employee - Employee involvement in the Company’s performance” on page 28 for further discussions on these topics. Strategic Report Annual Report and Accounts 2024 Page | 40

PLAYERS AND CUSTOMERS IGT works closely with its customers to help them attract and retain new players and conducts extensive research on new and existing products and solutions to understand player behavior and ensure optimal player experiences in a safe and protected environment. Engagement • A variety of customer and industry events, including customer visits via mobile showroom tours, trade shows such as the Global Gaming Expo (G2E) - also attended by our CEO, ICE London and its Consumer Protection Zone - also attended by our CEO, Indian Gaming Tradeshow & Convention (IGA), Oklahoma Indian Gaming Association (OIGA), Northwest Indian Gaming Association (NWIGA), Australasian Gaming Expo (AGE), EL Industry Days, National Association of State and Provincial Lotteries (NASPL) Trade Show - also attended by our CEO, Asia Pacific Lottery Association (APLA) Seminar and XVIII Congreso de CIBELAE. • Gaming and lottery industry association conferences, seminars, dialogues (e.g. World Lottery Summit - also attended by our CEO, EL/WLA CSR/RG Seminar, EL Communications Workshop, NASPL Professional Development Seminar, PGRI Lottery Smart-Tech Conference, CIBELAE Social Responsibility Seminar, and MGS Summit in Macau) and panel discussions with other industry thought leaders (e.g. PGRI Retail Modernization, PGRI Digital Lottery, PGRI Lottery Expo, PGRI Women Initiative in Lottery Leadership (WILL) and La Fleurs). • Numerous customer forums throughout the world, in-venue product launch activations, innovation seminars, retail webinars, workshops and training. • Contact centers and feedback from customers through satisfaction surveys, scorecards, trade marketing surveys on new products and services, survey research and in person customer reviews. • Collaboration with and supporting a wide variety of stakeholders, including problem gambling researchers such as the International Center on Responsible Gaming (ICRG), organizations dedicated to promoting awareness, and policy makers with the goal of supporting responsible gaming. Impact • Allows sharing of experiences, best practices and other retailer insights from IGT leadership’s standpoint. • Helps understand challenges and opportunities facing the gaming industry and stay enlightened on public policy issues. • Serves as a platform to gain better understanding of customers’ ever-changing needs and how well the Company is meeting customer needs. • Opportunity to provide incremental brand awareness. • Opportunity to build relationship and network, reinforce IGT’s position in the gaming industry, and to attract and win customers. SUPPLIERS Suppliers play a key role in IGT’s ability to support its customers’ requirements. We work with suppliers that can ensure high quality products and services and meet high economic, ethical, and socio-environmental standards. Engagement • Regular meetings with existing and prospective suppliers. • Periodic visits to and inspections on strategic suppliers to review commercial and quality issues, and other business-related topics; periodic business and quality reviews on direct material suppliers. • Feedback from our top direct material, consumable and indirect suppliers on ESG topics through the annual ESG supplier questionnaire introduced in 2023. • Engagement with key suppliers with respect to IGT’s Decarbonization Pathway through the ESG supplier questionnaire. • Continue to undertake due diligence measures on the source and chain of custody of conflict minerals contained in the Company’s machine products. Impact • Helps understand suppliers’ challenges and favors closer collaboration with the Company to resolve them. • Provides suppliers with the relevant feedback to help IGT meet its customers’ expectations for quality, cost and timely delivery of its products and services. • Allows integration of sustainability along the entire value chain and improves ESG impact in the Company’s daily operations. • Provides insights into suppliers’ ESG performance and areas for improvement. • Ensures substantive content to and simplifies Board approval of IGT’s annual Modern Slavery Statement. Strategic Report Annual Report and Accounts 2024 Page | 41

COMMUNITY We are committed to community involvement through dedicated corporate and employee-driven programs that enrich and strengthen the communities in the areas where we operate, while at the same time supporting IGT’s sustainability goals. Engagement • Active engagement and partnership with organizations that align with the Company’s overall support endeavors and provide employees with the opportunity to give back to their local communities, such as the American Heart Association, St. Baldricks Foundation, Red Cross, Alzheimer’s Association, Crossroads, Food Bank of Northern Nevada, Three Square, and Rhode Island Community Food Bank. • Various local community engagement events and initiatives, such as Earth Month, Global Giving Month, Literacy Awareness Month, Food Insecurity Awareness Month, and Season of Giving. • Regular engagement with local community After School Advantage programs to expand digital literacy and technology learning opportunities to local youth. Impact • Allows the Company to create and maintain ties with local communities that may reinforce its reputation and instill a sense of proximity and engagement on common good initiatives. • Allows employees to participate in and experience the positive effect the Company has on their local communities. • Fosters initiatives to align with the United Nation’s SDGs adopted by the Company. See “Community” on page 24 for community activities carried out by the Company. Key decisions Set out below are examples of key decisions taken in 2024 with due consideration of the interests of the Company’s main stakeholders. Strategic alternatives for Gaming & Digital Stakeholders considered: In July 2024, the Company and Everi announced that they had entered into definitive agreements whereby IGT Gaming and Everi would be simultaneously acquired by a newly formed holding company owned by Apollo Funds (i.e. funds managed by affiliates of Apollo Global Management, Inc. (“Apollo”)) in an all-cash transaction which superseded the February 2024 Agreements. Following the closing of the Proposed Transaction, IGT Gaming and Everi will be privately owned companies that are part of one combined enterprise. IGT will receive a purchase price before transaction costs and other customary closing adjustments of $4.05 billion in cash for IGT Gaming and, as disclosed in the Company’s announcement on the Proposed Transaction, expects significant portions of the cash proceeds to be used to repay debt and to be returned to shareholders. The Directors held a number of meetings between April 2024 and the announcement of the Proposed Transaction in July 2024 to review and discuss Apollo’s proposal and its implications, including comparing the transactions contemplated by the February 2024 Agreements with the Proposed Transaction with respect to deal timing, closing likelihood, and value creation, among other things. During such meetings, the Directors also received updates from management on the progress of discussion and negotiation with Everi and Apollo. As the assessment and negotiation progressed, the Board deemed that it was in the best interests of the Company and its shareholders to establish a committee composed solely of independent and disinterested Directors in light of potential conflicts of interests of one or more members of the Board. As a result, the Board established a Special Committee made up of all the independent Directors with full power and authority to consider and determine IGT’s actions in connection with the Proposed Transaction, including valuation, terms and conditions (including with respect to certain employment matters and employee compensation and benefit arrangements) and whether or not to proceed with such transaction. The Proposed Transaction was unanimously approved by the Special Committee and represents a positive evolution of the February 2024 Agreements and a successful culmination of the Strategic Review launched in 2023. In reaching its decision, the Special Committee consulted with management and the Company’s financial and legal advisors and also considered a variety of factors, including the Directors’ belief that the value offered to IGT is more favorable to the Company and its shareholders than the potential value from the alternatives available to IGT, including the transactions contemplated by the February 2024 Agreements. After the closing of the Proposed Transaction, IGT’s shareholders will continue to own one hundred percent of IGT’s Lottery business, and IGT will be positioned for long-term success as a pure play global lottery player with a more focused, compelling business model and an optimized capital structure to drive long-term shareholder value. The Company has retained advisors, legal counsel, and consultants who will continue to support the Company through the closing. Strategic Report Annual Report and Accounts 2024 Page | 42

Board membership Stakeholders considered: The Company announced changes to the Board composition in March 2024 which took effect as follows: • Marco Drago stepped down from his role as Non-Executive Director of the Board following conclusion of the Company’s AGM on May 14, 2024; and • Upon resignation from his role as CEO of IGT PlayDigital, Enrico Drago was appointed as a Non-Executive Director of the Board effective April 1, 2024, succeeding Marco Drago. The Board deemed such changes to be a natural evolution that supports the Company’s vision for its next era of growth and transformation, and believed that Enrico’s years of industry experience having served in operational capacities at the Company, value-creation mindset and understanding of global growth opportunities will enhance the Board and strengthen IGT’s capabilities to execute on its long-term strategy and identify new value creation initiatives. The Board, with support from the Nominating and Corporate Governance Committee, continues to evaluate its composition to ensure the right mix of skills are present to meet the Company’s evolving needs, being persuaded that a diverse Board leads to a better understanding of the interests of the Company’s key stakeholders when taking strategic decisions. Financing Stakeholders considered: The Board approved a benchmark offering of senior secured notes and, in September 2024, €500 million 4.25% senior secured notes due 2030 were successfully priced for issuance by a wholly-owned subsidiary of IGT, with the Parent and certain of its wholly-owned subsidiaries to act as guarantors on a senior basis. Proceeds of the offering were used to, amongst other things, redeem IGT’s 6.5% senior secured notes due February 2025 and pay certain debt issuance costs incurred in connection with the offering. The transaction represents a follow-up to the capital structure initiatives executed over the last few years to bolster IGT’s credit profile, taking advantage of better market conditions from time to time. The decision not only extended the average life of the Company’s debt instruments and improved the outlook for IGT’s capital structure and liquidity position, but also enabled IGT to support and preserve its operations, protect the long-term value of the business and further strengthen the Company’s financial resilience. The Company also believes that liability management is an effective means to reinforce ties and build trust with external stakeholders, including investors, lenders, suppliers, customers and regulators. Strategic Report Annual Report and Accounts 2024 Page | 43

Principal Risks and Uncertainties The Company faces a number of risks which could impact the achievement of its strategic objectives. These risks can be caused by factors internal or external to the Company. While it is not possible to identify or anticipate every potential risk due to the changing business environment, the Company has an established Enterprise Risk Management (“ERM”) program to identify, assess, manage, report and monitor enterprise risks that pose the greatest threat to IGT’s ability to achieve its strategic objectives. The ERM program also monitors multiple news and information sources, and works with leading external risk research and advisory companies, in collaboration with participants from a variety of industries, to gauge and track the emerging risk landscape to help identify potential emerging risks. The Company has the following ERM model in place to help ensure there is effective risk governance and that sound risk management practices are established and adhered to. Generally, key risks are assessed on a residual basis (i.e. the actual risk that remains after considering and assessing the effectiveness of controls). The assessment methodology incorporates a determination of the risk likelihood and the potential financial, regulatory and reputational impacts as well as impacts on IGT’s strategic objectives and operations/ customers. In addition, a determination is made as to whether risks have one or more environmental, social and/or governance components. It also includes an evaluation of the operating and design effectiveness of such risk’s controls. IGT’s ERM mission is to provide the Board and its Audit Committee, IGT’s Global Compliance Governance Committee and the senior leadership team with actionable insights and intelligence to enable confident and effective risk-informed decision-making. To this end, the results of risk and control self-assessments of select risks in IGT’s risk register are reported to the Audit Committee regularly. Strategic Report Annual Report and Accounts 2024 Page | 44

IGT’s risk categorization Strategic Risks arising from the fundamental business decisions that senior management makes concerning IGT’s strategy and objectives and can also relate to management’s ability to anticipate and react to changing economic, operating, environmental, or other external conditions. Operational Risks arising out of IGT’s daily tactical business activities and are the result of inadequate or failed internal processes and systems, human error and misconduct, or external events (e.g., natural disaster). Operational risks exclude those specific to Technology and Information Security Risks. Government, Regulatory and Legal Risks as a result of intentional or inadvertent violations of, or noncompliance with, applicable laws, regulations, codes of conduct, or organizational and/or ethical standards of practice by the actions or inactions of employees, suppliers, third parties, etc. Technology and Information Security IGT’s exposure to harm or loss resulting from breach of, or attacks on, IGT’s information systems, or the risk of possible loss or harm related to the breach or inadequate management of technology infrastructure, or the unauthorized use of technology within IGT resulting in theft or loss of information to IGT’s strategy, businesses, products, customers, or employees. Financial Risks relating to IGT’s ability to acquire, manage and deploy its financial resources and prudently manage the financial risks associated with it. The potential impact of IGT’s key risks, and the primary mitigating controls in place to manage their impact, are as follows: Strategic Talent and People strategy Description The Company’s ability and strategy to attract and retain key management, product development, finance, marketing, and research and development personnel, and its ability to attract and maintain a diverse workforce, is directly linked to the Company’s continued success. In all of the industries in which the Company operates, the market for qualified executives and highly-skilled technical workers is intensely competitive, and increasing competition for talent and changing expectations of current and prospective employees pose new challenges relating to the attraction and retention of key personnel. Impact The loss of key employees or an inability to hire a sufficient number of technical staff could limit the Company’s ability to develop successful products and could cause delays in getting new products to the market. Mitigation • We develop and update succession plans for key roles. • We provide well-structured and competitive reward and benefit packages that ensure our ability to attract and retain the employees we need. • We invest in training and career development opportunities for our people to support them in their careers. • We strive to create a fair and inclusive culture that values unity, diversity, and belonging in our people, players, customers, and communities. Increased competition Description The industries in which the Company operates are dynamic and evolving, with new and emerging products, services, technologies, innovations, participants, and competitors. The Company’s future success will depend, in part, on its ability to successfully navigate and lead in this changing competitive landscape in order to maintain or increase its market share, attract new customers and players and retain existing ones, and develop innovative services, products, and distribution methods/systems. Impact Increased competition may result in increased pricing pressures on a number of the Company’s products and services, and may impact the Company’s results and financial position. Mitigation • We devote significant time and resources to researching and developing innovative services, products, and distribution methods/systems. Strategic Report Annual Report and Accounts 2024 Page | 45

Operational Contract manufacturing and supply chain management and oversight Description The Company purchases most of the parts, components, and subassemblies necessary for its lottery terminals from outside sources. The Company outsources the manufacturing and assembly of certain lottery terminals to third-party vendors. Impact The Company’s operating results could be adversely affected if one or more of its manufacturing and assembly outsourcing vendors fails to meet defined quality standards and production schedules. Disruptions and delays could adversely affect our suppliers’ ability to meet production schedules. Mitigation • We put in place multiple mitigation strategies to reduce the impact of supply chain and parts shortages, including adjusting delivery and production schedules. • We continue to monitor the extent of the supply chain and parts shortages and its impact on the Company’s operations. Product-related risks (product integrity, flaws and quality concerns, and unauthorized use) Description The real and perceived integrity and security, quality, and proper use of the Company’s products and systems are critical to its ability to attract customers and players. Impact The Company could be negatively impacted if there is a real, perceived, or alleged lack of integrity or security of its products or systems, or there are other product flaws or defects, or if the Company’s products, games and/or systems are used or accessed in a way that the Company does not authorize or intend. Mitigation • We devote significant time and resources to researching and developing quality products that meet exacting specifications and expectations around integrity. • There are robust quality assurance and product approval processes. Environmental, social and governance (ESG) strategy and practices Description Stakeholders demand greater corporate accountability, transparency and sustainability and want to know how organizations are affecting the environment, how they treat their employees, customers and communities, and if they conduct their business ethically. The Company is expected to be able to implement best practices or effectively manage, and meet stakeholder expectations around, evolving ESG issues such as greenhouse gas emissions, tracking or monitoring emissions, responsible gaming, community support initiatives, sustainable operations and compliance with relevant laws and regulations. Impact The Company’s ESG practices may influence investment and business decisions of investors and business partners, respectively. Mitigation • We strive to develop ESG initiatives and programs, such as the forward-looking global Sustainability Plan, that drive the Company towards its priorities and ambitions. • We maintain certifications in responsible gaming and offer responsible gaming features as part of our core products. • We support the community through corporate and employee driven programs. Government, Regulatory and Legal Regulatory suitability and licensing Description The Company is subject to extensive background investigations, and other investigations of various types are conducted by governmental and licensing authorities with respect to applicable lottery regulations. These regulations and investigations vary from time to time and from jurisdiction to jurisdiction where the Company operates. Impact The Company’s operations may be impacted if the Company is unable to obtain a privileged lottery license or have a privileged lottery license revoked by a regulatory authority. Mitigation • Regulatory suitability and licensing are centrally coordinated by a dedicated team with the objective of obtaining and maintaining our privileged lottery licenses. Strategic Report Annual Report and Accounts 2024 Page | 46

Technology and Information Security External cyberattacks Description The Company's business involves the storage and transmission of confidential business and personal information, and theft, security breaches, or unauthorized access of a Company system may expose the Company to a risk of loss of, or improper use and disclosure of, such information, which may result in significant litigation expenses, liability exposure, reputational harm, and loss of consumer confidence in the integrity and security of the Company’s products and systems. Cyberattacks on businesses, including those targeting the gaming industry, are becoming more frequent, and increasingly more difficult to anticipate and prevent due to their rapidly evolving nature, and the Company believes that risks and exposures related to cybersecurity will remain high for the foreseeable future. While the Company monitors risks from cybersecurity threats, and has identified, reported, and managed cybersecurity incidents in the past, including the incident disclosed by the Company in November 2024, we may not be able to prevent or detect every cyberattack or incident or reduce the negative effects they may cause. Impact Failure, compromise, or breach of the Company’s security measures that results in the release of confidential business and/or personal information could seriously harm the Company’s reputation and have a materially adverse effect on the results of operations, business, financial condition or prospects of the Company and the Company’s customers. Additionally, cyberattacks could also compromise trade secrets and other sensitive information and result in such information being disclosed to others and becoming less valuable. Mitigation • We continuously implement and improve network security measures and data protection safeguards to prevent or detect cyberattacks. • We put in place and improve our internal policies and procedures, and also hold insurance policies that can mitigate losses incurred due to cyberattacks. The Company also faces other risks and uncertainties in its operations. For example: • The Company has a concentrated customer base, and the loss of any of its larger customers (or lower sales from any of these customers) could lead to significantly lower revenue. • The Company’s operations are dependent upon its continued ability to retain and extend its existing contracts and win new contracts with its customers. The termination of or failure to renew or extend one or more of the Company’s lottery contracts, or the renewal or extension of one or more of the Company’s lottery contracts on materially altered terms, could have a material adverse effect on the Company’s results of operations, business, financial condition, or prospects. • Adverse changes in discretionary consumer spending and behavior, including as a result of the occurrence or perception of economic slowdown, rising interest rates and/or inflation, may adversely affect the demand for lottery and overall economic trends specific to the lottery industry and the Company’s business. • The Company’s Italian licenses, lottery contracts in the U.S. and in other jurisdictions, and other service contracts often require performance bonds or letters of credit to secure its performance under such contracts and require the Company to pay substantial monetary liquidated damages in the event of non-performance by the Company. • If the Company is unable to protect its intellectual property, unable to prevent its unauthorized use by third parties, or unable to license intellectual property from third parties, its ability to compete in the lottery market may be harmed. • The Company’s inability to successfully complete and integrate acquisitions could limit its future growth or otherwise be disruptive to its ongoing business, and divestitures may materially adversely affect the Company’s financial condition, results of operations or cash flows. • The Company may not complete the sale of IGT Gaming to Apollo Funds within the time frame anticipated or at all, and the pendency of such transaction could adversely affect our business and operations. • The Company’s results of operations, cash flows and financial condition could be affected by public health issues, geopolitical and regulatory instability and other potentially disruptive events in the locations where the Company’s customers, suppliers or regulators operate. • The Company is subject to physical risks relating to climate change and transitional risks relating to governmental and societal responses to climate change. • The Company faces risks related to the extensive and complex governmental regulation applicable to its operations. • Failure to comply with data privacy laws could result in significant penalties, and the Company is exposed to significant risks in relation to compliance with anti-corruption laws and regulations and economic sanction programs. • Negative perceptions and publicity surrounding the lottery industry such as problem gambling and failure to address responsible gaming adequately could lead to increased regulation. Strategic Report Annual Report and Accounts 2024 Page | 47

• Changes to U.S. and foreign tax laws could adversely affect the Company. • The concentrated voting power held by De Agostini may limit other shareholders’ ability to influence corporate decisions. • Covenants in the Company’s debt agreements may limit its ability to pay dividends, repurchase shares, and operate its business. • The Company’s results of operations may be negatively impacted if any impairment of goodwill or intangible assets is determined. • The establishment and utilization of alternative reference rates may increase the amount of interest the Company pays with respect to floating rate indebtedness denominated in U.S. dollars. • Fluctuations in foreign currency exchange rates affect our reported operating results in U.S. dollar terms and may also impact our ability to accurately predict our future results. This Strategic Report was approved by the Board on March 6, 2025 and signed on its behalf by: Vincent Sadusky Chief Executive Officer March 12, 2025 Strategic Report Annual Report and Accounts 2024 Page | 48

This Directors’ Report has been prepared in accordance with requirements of The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, as amended, that apply to the Company. Governance Our Board of Directors The Directors are responsible for the management of the Company’s business, for which purpose they may exercise all the powers of the Company whether relating to the management of the business or not. The Directors for the financial year ended December 31, 2024 were: Marco Sala (Executive Chair), James McCann (Vice Chair and Lead Independent Director), Vincent Sadusky (CEO), Massimiliano Chiara (CFO), Alberto Dessy, Enrico Drago, Ashley M. Hunter, Heather McGregor, Lorenzo Pellicioli, Maria Pinelli, Samantha Ravich and Gianmario Tondato Da Ruos. Marco Drago was also a Director until May 14, 2024. The Board is currently comprised of (i) seven independent directors, and (ii) five non-independent directors - Marco Sala, Vincent Sadusky, Massimiliano Chiara, Lorenzo Pellicioli and Enrico Drago. Messrs. Pellicioli and Drago are the Chairman and Vice-Chairman, respectively, of the board of directors of De Agostini, the Company’s controlling shareholder. Marco Sala also serves on the board as CEO of De Agostini. Role 3; 25.0% 9; 75.0% Executive Non-executive Independence 7; 58.3% 5; 41.7% Independent Non-independent Tenure 4; 33.3% 8; 66.7% 0 to <5 years 5 to <10 years Gender diversity 4; 33.3% Female representation Ethnic diversity 1; 8.3% Ethnically diverse Skills and Experience as reported by Directors International experience Other public company experience Accounting / Financial reporting Legal / Regulatory / Risk Customer / Retail Digital / Technology Institutional Environmental, social and governance Massimiliano Chiara l l l l l Alberto Dessy l l l l Enrico Drago l l l Ashley M. Hunter l l l l James McCann l l l l l Heather McGregor l l l l l Lorenzo Pellicioli l l l l l Maria Pinelli l l l l l l l l Samantha Ravich* l l l l Vincent Sadusky l l l l l Marco Sala l l l l l Gianmario Tondato Da Ruos l l l l l * Cybersecurity expert Directors’ Report Annual Report and Accounts 2024 Page | 49

Marco Sala Executive Chair; Executive Director Age 65 Appointed to the Board April 2015 Professional experience • Notable roles ◦ Executive Chair of the Board since January 2022 ◦ CEO of De Agostini S.p.A., IGT’s controlling shareholder, since June 2022 ◦ Chairman and CEO of DeA Capital S.p.A. since April 2022 and April 2023, respectively ◦ Director of B&D Holding S.p.A. since December 2024 ◦ Previously served as CEO of the Company from April 2015 to January 2022 ◦ Previously served as a director of Opap from 2003 to June 2019 • 39 total years of professional experience. Education and Professional credentials • Bocconi University, Milan, Italy ◦ Bachelor of Science, Major in Business and Economics James F. McCann Vice Chair and Lead Independent Director Age 73 Appointed to the Board April 2015 Committee membership Ⓝ Professional experience • Notable roles ◦ Chairman and CEO of 1-800-Flowers.com, Inc. ◦ Chairman of Smile Farms Inc., a 501c3 not-for-profit organization ◦ Chairman of Worth Media Group, a publishing and event company ◦ Previously served as Director of Amyris Inc. from 2019 to April 2024 ◦ Previously served as Chair and CEO of Clarim Acquisition Corporation, a blank-check company targeting consumer-facing e-commerce, from 2020-2022 ◦ Previously served as Chairman of the Board of Directors of Willis Watson Towers from January 2016 to January 2019, as well as Chairman of the Nominating and Governance Committee until his retirement in May 2019 • 53 total years of professional experience Education and Professional credentials • John Jay College, New York City, New York ◦ Bachelor of Arts, Psychology Massimiliano (Max) Chiara Chief Financial Officer; Executive Director Age 56 Appointed to the Board April 2020 Professional experience • Notable roles ◦ Executive Vice President, Chief Financial Officer and Executive Director since April 2020 ◦ Previously served as Chief Financial Officer of CNH Industrial from September 2013 to April 2020, where he was also named Chief Sustainability Officer in 2016 and Head of Mergers & Acquisitions in 2017 • 32 total years of professional experience Education and Professional credentials • Bocconi University, Milan, Italy ◦ CEMS Master’s Degree in International Management, with Universität zu Koln in Cologne, Germany as host school ◦ Bachelor of Science, Major in Business Administration cum laude • Directorship Certified by the National Association of Corporate Directors Alberto Dessy Independent Non-Executive Director Age 72 Appointed to the Board April 2015 Committee membership Ⓐ Ⓒ Professional experience • Notable roles ◦ Appointed Senior Professor at the SDA Bocconi School of Management of the Bocconi University in Milan, Italy upon his retirement in 2023 ◦ Faculty member since 1979, where he served as Director of Corporate Division, as Associate Dean for Corporate Development, and as a member of the Distinguished Faculty during his tenure • 46 total years of professional experience Education and Professional credentials • Bocconi University, Milan, Italy ◦ Bachelor of Science, Economic Sciences Directors’ Report Annual Report and Accounts 2024 Page | 50

Enrico Drago Non-Executive Director Age 47 Appointed to the Board April 2024 Professional experience • Notable roles ◦ Vice Chairman of De Agostini S.p.A. since June 2021 ◦ Previously served as Chief Executive Officer of the PlayDigital business from September 2021 to March 2024 ◦ Previously served as the Company’s Senior Vice President of PlayDigital from 2018 to 2021 • 26 total years of professional experience Education and Professional credentials • IESE Business School, University of Navarra, Barcelona, Spain ◦ Master in Business Administration • Bocconi University, Milan, Italy ◦ Bachelor of Science, Business Administration Other • Enrico Drago is step-son-in-law to Lorenzo Pellicioli, Non-Executive Director Ashley M. Hunter Independent Non-Executive Director Age 45 Appointed to the Board January 2022 Committee membership Ⓝ Professional experience • Notable roles ◦ Founding partner of A. Hunter & Company, a leading risk management advisory firm ◦ Lecturer at the University of Texas at Austin School of Information since 2015 • 24 total years of professional experience Education and Professional credentials • Texas A&M University, College Station, Texas ◦ Masters in Business Administration • Centenary College of Louisiana, Shreveport, Louisiana ◦ Bachelor of Music in Music Theory and Composition Other • Ashley M. Hunter is an active member of the Professional Liability Underwriting Society, Women in Private Equity and The Waters Street Club. She also serves as a director for Affordable Central Texas, as a trustee for Zach Theatre, on the Zoning Board of Adjustment in Fredericksburg, Texas and as a gubernatorial appointee to the Motor Vehicle Crime Prevention Authority of the Texas Department of Motor Vehicles. Heather J. McGregor Independent Non-Executive Director Age 62 Appointed to the Board March 2017 Committee membership Ⓐ Professional experience • Notable roles ◦ Vice President and Provost of Heriot-Watt University in Dubai, previously serving as the Executive Dean in Scotland ◦ Previously served as a director of Non-Standard Finance Plc from 2014 to 2022 and Fundsmith Emerging Equities Trust from 2021 to 2022 ◦ Founder of the Taylor Bennett Foundation, which works to promote diversity in the communications industry ◦ Founding member of the Steering Committee of the 30% Club, which is working to raise the representation of women at senior levels within U.K. publicly listed companies • 41 total years of professional experience Education and Professional credentials • University of Hong Kong, Pokfulam, Hong Kong ◦ PhD in Structured Finance • London Business School, London, U.K. ◦ Masters in Business Administration • Newcastle University, Newcastle upon Tyne, U.K. ◦ Bachelor of Science in Agricultural Economics & Marketing • Chartered Institute of Management Accountants, U.K. ◦ Chartered Global Management Accountant Other • Professor McGregor was one of the first two people at Heriot-Watt University to be named a Principal Fellow of the Higher Education Academy, and she was elected in 2021 as a Fellow of the Royal Society of Edinburgh, Scotland. She was made a Dame Commander of the Order of the British Empire in King Charles III’s 2023 New Year Honours List for her services to education, to business and to heritage in Scotland. Directors’ Report Annual Report and Accounts 2024 Page | 51

Lorenzo Pellicioli Non-Executive Director Age 73 Appointed to the Board April 2015 Professional experience • Notable roles ◦ Previously served as Chair of the Board from November 2018 to January 2022 ◦ Chairman of De Agostini S.p.A., a role he assumed following his retirement as Chief Executive Officer in June 2022 ◦ Board member of Assicurazioni Generali S.p.A. since 2007, where he sits on the Appointments and Remuneration Committee and Investments and Strategic Operations Committee ◦ Serves as: (i) a board member of B&D Holding S.p.A. (since 2012); (ii) the sole director of Flavus S.r.l. (since 2014); (iii) a member of the Advisory Board of Palamon Capital Partners (since 2008); and (iv) Chairman of Xantos Sasu, St. Remy de Provence (since 2002) ◦ Previously served as: (i) a director of DeA Capital S.p.A (2007 to 2022); (ii) a member of the Supervisory Board of Banijay Group (2016 to 2022); (iii) a board member of L.D.H. S.a.S (2016 to 2022); and (iv) a director of De Agostini Editorie S.p.A. (2003 to 2020) • 52 total years of professional experience Education and Professional credentials • ITIS Chimici (Paleocapa), Bergamo, Italy ◦ Industrial Chemicals Other • Lorenzo Pellicioli is step-father-in-law to Enrico Drago, Non-Executive Director Maria Pinelli Independent Non-Executive Director Age 62 Appointed to the Board January 2022 Committee membership Ⓐ Professional experience • Notable roles ◦ Member of the Board of Directors and Chair of the Audit Committee for Globant S.A., a publicly traded company headquartered in Luxembourg and listed on the NYSE ◦ Member of the Board of Directors, Chair of the Audit Committee and member of the Compensation Committee for Archer Aviation, Inc., a publicly traded company headquartered in San Jose, CA and listed on the NYSE ◦ Chief Executive Officer of Strategic Growth Advisors, LLC since December 2020 ◦ Previously served as a director and Chair of the Audit Committee of Clarim Acquisition Corporation from 2020-2022, which was publicly listed on the Nasdaq ◦ From 1986-2020, held a variety of leadership roles for Ernst & Young, including Consumer Products and Retail Leader, Technology Leader, Global Vice Chair of Strategic Growth Markets, Global IPO Leader and Americas Leader for Strategic Growth Markets • 38 total years of professional experience Education and Professional credentials • McMaster University, Hamilton, Ontario, Canada ◦ Bachelor of Commerce • Canadian Institute of Chartered Public Accountants ◦ Fellow, Chartered Public Accountant • Institute of Chartered Accountants in England and Wales ◦ Chartered Accountant • Executive education completed at Harvard Business School in Cambridge, Massachusetts, and The Kellogg School of Management at Northwestern University, Evanston, Illinois Other • Maria Pinelli was recognized as one of the Square Mile’s most inspiring Power 100 Women (London, U.K.). Samantha F. Ravich Independent Non-Executive Director Age 58 Appointed to the Board July 2019 Committee membership Ⓝ Ⓒ Professional experience • Notable roles ◦ Chair of the Center on Cyber and Technology Innovation at the Foundation for Defense of Democracies and its Transformative Cyber Innovation Lab since 2016 ◦ Member of the Board of NDX Management, LLC since 2022 ◦ Previously served as the Vice Chair of the President’s Intelligence Advisory Board, as a Commissioner on the Congressionally-mandated Cyberspace Solarium Commission and as a member of the Secretary of Energy’s Advisory Board at the U.S. Department of Energy • 31 total years of professional experience Education and Professional credentials • Pardee RAND Graduate School, Santa Monica, California ◦ Ph.D. in Policy Analysis • Stuart Weitzman School of Design, University of Pennsylvania, Philadelphia, Pennsylvania ◦ Master of City Planning • The Wharton School, University of Pennsylvania, Philadelphia, Pennsylvania ◦ Bachelor of Science in Engineering Directors’ Report Annual Report and Accounts 2024 Page | 52

Vincent (Vince) L. Sadusky Chief Executive Officer; Executive Director Age 59 Appointed to the Board April 2015 Professional experience • Notable roles ◦ Chief Executive Officer of the Company since 2022 and Executive Director on the Board; served as Interim Chief Executive Officer, Global Lottery from July 2023 to February 2024 ◦ Formerly an Independent Non-Executive Director and Chair of the Audit Committee from the formation of the Company until 2022 ◦ Previously served as Chief Executive Officer and member of the Board of Directors of Univision Communications Inc., the largest Hispanic media company in the U.S., from 2018 to 2021 • 38 total years of professional experience Education and Professional credentials • New York Institute of Technology, New York City, New York ◦ Master of Business Administration • Pennsylvania State University, State College, Pennsylvania ◦ Bachelor of Science, Accounting Gianmario Tondato Da Ruos Independent Non-Executive Director Age 65 Appointed to the Board April 2015 Committee membership Ⓒ Professional experience • Notable roles ◦ A member of the Strategic Advisory Board of Planet Farms Holding S.p.A. in Italy ◦ Previously served as the Chief Executive Officer of Autogrill S.p.A. from 2003 to 2023 ◦ Previously served as Chairman of HMSHost Corporation, Autogrill Italia S.p.A. and Autogrill Europe S.p.A, as well as director of Autogrill S.p.A. from 2003 to February 2023 ◦ Previously served as Chairman of World Duty Free S.p.A., a director of World Duty Free Group S.A.U., and a member of the Advisory Board of Rabobank in Holland • 45 total years of professional experience Education and Professional credentials • Ca’Foscari University, Venice, Italy ◦ Bachelor of Science, Economics Directors’ Report Annual Report and Accounts 2024 Page | 53

Board practices The Board has broad responsibilities for establishing the Company’s organizational structure, strategic goals and risk profile to pursue long-term value creation and business growth whilst honoring commitments to stakeholders. The Board is led by the Executive Chair, who is focused on managing the Board, keeping corporate governance aligned to U.S. and U.K. best practices - including as it relates to sustainability initiatives - and providing alongside the CEO the strategic direction of the Company towards the goals set by the Board. The Lead Independent Director serves as a liaison between the Executive Chair and the independent Directors and generally leads the executive sessions of the Board (his role and authority are more fully set out in the Corporate Governance Guidelines available on the Company’s website), while the day-to-day management of the business has been delegated to the CEO, with senior management equipped with authority within specified parameters which the Nominating and Corporate Governance Committee reviews annually. The Board holds regularly scheduled meetings to discuss matters which are usually high-level predetermined at the end of each year, typically including an annual strategy session with management present to review the market trends, strategic goals, business plans to achieve those goals (including assumptions, projections, and conclusions) and the relevant key risks, as well as programs and initiatives to continuously monitor such trends, goals, plans and risks. At the beginning of each year, the outcome of the strategy session is translated into an updated three to five-year strategic plan, which may also involve organizational changes as appropriate. Ad-hoc board meetings are also called to deal with extraordinary or unusual matters, such as M&A and financial transactions, major contracts, incidents and litigations, as well as business updates. All decisions that may have a material impact upon IGT (such as strategic transactions and financing or capital markets opportunities) or exceed certain financial thresholds determined by the Board, are generally reserved for Board consideration and approval, in some cases upon the recommendation of the Audit Committee. During its meetings, the Board discusses management presentations and proposals received, and the Executive Chair sets appropriate time to allow Directors to seek clarifications or challenge management’s recommendations before reaching informed decisions. The Board is supported by an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee, with a clear framework of matters delegated to each of them as set out in the respective charters available on the Company’s website. The Board receives periodic updates, advice and proposals on delegated matters for analysis and discussion, whether through each Committee or directly from management such as on financial results and forecasts, major contracts and business, refinancing opportunities, enterprise risk management (including cybersecurity), human capital management (including diversity, equity and inclusion, talent risk / management and development, harassment), compensation practices, Board composition, corporate policies and investor relations. The Board deemed that it was in the best interests of the Company and its shareholders to establish a temporary committee composed solely of independent and disinterested Directors to deal with the Proposed Transaction in light of potential conflicts of interests that one or more members of the Board may have in such transaction due to the possibility of De Agostini’s minority investment in the combined business of IGT Gaming and Everi. As a result, the Board established the Special Committee, made up of all the independent Directors, with full power and authority to consider and determine IGT’s actions in connection with the Proposed Transaction, including valuation, terms and conditions and whether or Directors’ Report Annual Report and Accounts 2024 Page | 54

not to proceed with such transaction. The Special Committee held separate sessions/meetings to discuss the Proposed Transaction and the Directors’ attendance at such sessions/meetings are reported in the section headed “Board and Committee meeting attendance” on page 58. Management also reported to the Board directly on the Company’s cybersecurity posture and roadmap, as well as on the cybersecurity incident disclosed by the Company in November 2024. Informative sessions were offered during the year to the Board and its Committees, including through external advisors and presenters, aimed at further developing director knowledge and skills and maximizing their contribution to the decision-making process. Specifically, during 2024, the Directors received an educational session on artificial intelligence and generative artificial intelligence, covering areas from the productivity gains that generative artificial intelligence would help enterprises unlock the barriers to fully adopting artificial intelligence, and the need to mitigate or address implementation risks. Corporate governance arrangements The Parent is a public limited company incorporated under the laws of England and Wales with ordinary shares listed on the NYSE. The Articles provide that, for as long as its ordinary shares are listed on the NYSE, the Parent shall comply with all NYSE corporate governance standards set forth in Section 3 of the NYSE Listed Company Manual (available at www.nyse.com) applicable to non-controlled domestic U.S. issuers, regardless of whether the Parent is a foreign private issuer (as it currently is). To this end, the Board adopted the Corporate Governance Guidelines (available at www.IGT.com) addressing key areas for its composition and working, including among other things Director qualifications, compensation and duties, Board leadership, meetings, succession planning, induction, conflicts of interest and Committee assignments. The Guidelines reflect the Board’s commitment to monitoring the effectiveness of its decision-making process with a view to ultimately contributing to market value appreciation and long-term growth. The Board periodically reviews and adjusts its size and composition as appropriate depending on the Company’s strategic priorities, availing itself of the advisory and proposition responsibilities of the Nominating and Corporate Governance Committee, including to ensure that a majority of the Directors shall be independent, each Director shall meet the applicable eligibility and integrity requirements, and the Board overall has the desired skills. In considering possible candidates, the Nominating and Corporate Governance Committee typically strives to achieve a “diverse” environment (in all aspects of the term) including with respect to demographics like gender, gender identity, race and ethnicity, and a variety of background attributes such as education and professional experience, all of which contribute to the collective strength of the Board. The Guidelines also provide that the Directors conduct a Board evaluation at least annually to assess whether the Board and its Committees have an appropriate composition and are functioning effectively, including in terms of interactions among Directors and with management. The results of the annual evaluation are generally reported to the Board by the Chair of the Nominating and Corporate Governance Committee, which recommends and monitors the implementation of follow-up actions, where appropriate. Further details on the 2024 Board and Committee self-evaluation are set out on page 59. The Directors are of the view that the Corporate Governance Guidelines alongside the charters of the Committees and other governance policies available at www.IGT.com, all as reviewed annually by the Board and its Committees to ensure that they remain suitable for the needs of the Company and in line with applicable laws, regulations and best market practices, are properly designed to assist the Directors in fulfilling their obligations to the diverse group of stakeholders of the Company. The Parent also voluntarily applies a selected number of provisions of the U.K. Corporate Governance Code which (i) are not inconsistent with the NYSE corporate governance standards, and (ii) would generally be expected by the market to be implemented by a company like the Parent. For example, the continued appointment of all Directors is normally subject to an annual shareholder vote, and each Committee of the Board is composed of independent non-executive directors. The membership of each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee is subject to the requirements of the NYSE and applicable law. The members of each committee are appointed by and serve at the discretion of the Board until the end of the applicable term unless they resign, are removed or replaced earlier. The Chair of each Committee is appointed by the Board. Audit Committee The Audit Committee assists the Board in overseeing the Company’s accounting and financial reporting processes and audits of the financial statements, including the quality and integrity of the Company’s financial statements; compliance with legal and regulatory requirements; qualifications, independence and performance of the independent auditors; the adequacy and performance of the Internal Audit function; and the Company’s internal controls over financial reporting and systems of disclosure controls and procedures. Directors’ Report Annual Report and Accounts 2024 Page | 55

The Audit Committee is also responsible for overseeing risk assessment and risk management, recommending to the Board any changes, amendments, and modifications to the Company’s ethical codes of practice such as the Code of Conduct and the Code of Ethics which set out the Company’s standard of behavior, and for promptly disclosing any waivers for directors or executive officers, as required by applicable law. During the year, the Audit Committee: • Reviewed, deliberated on and recommended for approval or acknowledgement by the Board, as the case may be, the Company’s annual reports, quarterly financial statements, earnings press releases and analyst presentations; • Pre-approved the engagement of the independent auditors to audit the Company’s consolidated and parent company financial statements pursuant to the Audit Committee Pre-Approval Policy, which is designed to preserve the auditors’ independence; • Reviewed and pre-approved other specific audit and non-audit services by the independent auditors, as permitted under the applicable regulations and internal policies; • Received and reviewed periodic reports and updates from the Company’s Internal Audit function with a view to monitor and assess the activities, effectiveness, performance, resourcing, independence and standing of such function, including with respect to the adequacy of the Company’s internal controls; • Reviewed periodic reports and updates from the Company’s Compliance function on regulatory compliance matters in connection with the Company’s license portfolio in new and established jurisdictions; • Reviewed and discussed the Company’s enterprise risk management program, tools and results focusing on the principal and emerging risks and uncertainties as well as the related mitigation measures and strategies, including cybersecurity management, strategy and governance; • Reviewed reports and updates from the Company’s Legal function, including on data privacy and anti-corruption; • Reviewed and discussed matters regarding accounting principles and treatment (particularly in connection with the Strategic Review), liability management transactions and a related party transaction; • Reviewed and approved (or recommended that the Board approve) changes to audit governance policies and related documents, including the Audit Committee’s charter; • Reviewed certain voting recommendations from proxy advisory firms on shareholder resolutions proposed for the 2024 AGM; • Oversaw the Company’s approach to investor engagement in light of the Strategic Review; and • Met regularly with the external auditors, the CFO, the Chief Accounting Officer, the General Counsel, the Chief Compliance Officer and the Chief Audit Executive in separate sessions. Each member of the Audit Committee must meet the financial literacy requirement set by the NYSE, as such qualification is interpreted by the Board in its business judgment, or must become financially literate within a reasonable period of time after their appointment to the Audit Committee. In addition, at least one member of the Audit Committee must have accounting or related financial management expertise, again as set by the NYSE, as the Board interprets such qualification in its business judgment. As of February 2025, the Board deemed that the members of the Audit Committee qualify as audit committee financial experts. The operation, performance and effectiveness of the Audit Committee was specifically reviewed as part of the annual Board self-evaluation process, confirming that the Audit Committee continues to operate effectively. Compensation Committee The Compensation Committee assists the Board in discharging its responsibilities relating to compensation of the Company’s directors and other executive officers, as well as on human capital management matters (such as management succession planning, culture and employee engagement, and DEI). During the year, the Compensation Committee: • Reviewed and recommended for Board approval the Directors’ remuneration implementation report for the year ended 31 December 2023 and the new Remuneration Policy, both presented for shareholder approval at the 2024 AGM; • Reviewed management recommendations and advised the Board on broad compensation policies implemented or to be implemented by the Company; • Assessed the annual performance of the Executive Chair and the CEO, and advised the Board on executive officer compensation; • Reviewed the new incentive plan design, performance measures and targets; • Monitored compliance with Director and executive share ownership guidelines; • Received and discussed periodic reports and updates from the People and Transformation function on talent management and development, DEI, harassment statistics and trends, as well as prevention/ remediation measures in place, among other things; • Received and discussed reports on the Company’s talent risk trend, including mitigation measures adopted or under consideration within the Company’s risk control environment; • Assessed and confirmed the Company’s peer group; • Assessed the independence of its advisor, Mercer; • Reviewed and approved (or recommended that the Board approve) management’s proposals with respect to incentive compensation arising in connection with the Strategic Review; Directors’ Report Annual Report and Accounts 2024 Page | 56

• Reviewed and approved (or recommended that the Board approve) proposed changes to compensation governance policies and related documents, including the Compensation Committee’s charter; and • Reviewed voting recommendations from proxy advisory firms on compensation-related shareholder resolutions proposed for the 2024 AGM. The operation, performance and effectiveness of the Compensation Committee was specifically reviewed as part of the annual Board self-evaluation process, confirming that the Compensation Committee continues to operate effectively. Nominating and Corporate Governance Committee The Nominating and Corporate Governance Committee typically advises the Board and makes proposals regarding individuals qualified to potentially become members of the Board and its Committees, consistent with criteria set forth in the Company’s Corporate Governance Guidelines. In leading the selection process, the Committee typically scouts prospects, reviews and evaluates their backgrounds and suitability before submitting for the Board’s decision and ultimately for shareholder approval at the Company’s AGM. The Nominating and Corporate Governance Committee has responsibility for Board succession planning. At least annually, the Committee reviews the structure, size, diversity and composition of the Board, evaluates the balance of the existing skills, experience, independence and commitment among the existing Directors in light of the Company’s strategic direction and identifies any gaps in the overall skill set. In considering the Board diversity (in all aspects of that term), the Committee may take into account various factors and perspectives, including professional experience, education and other demographics such as gender, gender identity, race and ethnicity, as well as the variety of attributes that contribute to the Board’s strength. At least annually, the Nominating and Corporate Governance Committee also reviews and supports the Board in determining whether each existing independent Director continues to meet the standards for independence set forth in the Corporate Governance Guidelines and applicable NYSE rules. Having assessed the Board composition in February 2025, with specific additional consideration of the tenure of each Director and the results of the most recent annual self-evaluation, the Board is satisfied that the experience, financial acumen and commercial track record outside IGT of each Director continues to benefit the Board, and that each existing independent Directors remains independent in both character and judgement, and that there are no relationships or circumstances likely to affect their independence. The Committee also assists the Board in discharging its responsibilities relating to the governance of the organization. During the year, the Nominating and Corporate Governance Committee: • Reviewed and recommended for Board approval the strategic and directors’ reports of the Company for the year ended 31 December 2023; • Reviewed each Director’s character, integrity, eligibility, alongside the number and weight of other corporate offices, as well as the independence and financial expertise of given Directors under the NYSE requirements, and recommended that the Board propose to the Company’s shareholders the continued appointment of all the existing Directors; • Recommended that the Board support the appointment of Enrico Drago further to the stepping down of Marco Drago; • Reviewed and recommended that the Board affirm the position of one Director who had experienced a change in professional status, pursuant to the Corporate Governance Guidelines; • Reviewed the Board composition against market standards (including those gathered from the U.S. Spencer Stuart Board Index and the S&P MidCap 400 Index) and discussed the adequacy of the size of the Board and of the Directors’ skills and characteristics in the context of the Company’s strategic goals and direction; • Assessed the terms and conditions of the Director and Executive Officer liability insurance coverage; • Oversaw the Board, Committee and individual Director annual self-evaluation process, outcome and recommended follow-up actions (reported hereafter under the section headed “Board and Committee evaluation” on page 59); • Reviewed periodic reports and updates on the Company’s sustainability program, including the Company’s climate-related disclosures aligned to the TCFD recommendations for the 2024 financial year, as well as the Company’s ESG public disclosures such as the annual Sustainability Report and the group Modern Slavery Statement; • Reviewed and approved (or recommended that the Board approve) proposed changes to corporate governance policies and related documents, including the Nominating and Corporate Governance Committee’s charter, the Corporate Governance Guidelines and the CEO emergency succession plan; • Reassessed the Company’s delegation of authority system; and • Reviewed voting recommendations from proxy advisory firms on the shareholder resolutions proposed for the 2024 AGM. The operation, performance and effectiveness of the Nominating and Corporate Governance Committee was specifically reviewed as part of the annual Board self-evaluation process, confirming that the Nominating and Corporate Governance Committee continues to operate effectively. Directors’ Report Annual Report and Accounts 2024 Page | 57

Board and Committee meeting attendance The attendance at Board and Committee meetings during 2024 is expressed as the number of meetings attended out of the number that each Director was eligible to attend. Number of meetings held(2) 13 4 9 8 6 Directors Max Chiara 13/13 - - - - Alberto Dessy 13/13 4/4 9/9 8/8 - Enrico Drago(3) 9/9 - - - - Ashley M. Hunter(4)(5) 11/13 3/4 - - 6/6 James McCann 13/13 4/4 - - 6/6 Heather McGregor 13/13 4/4 9/9 - - Lorenzo Pellicioli(4) 12/13 - - - - Maria Pinelli 13/13 4/4 9/9 - - Samantha Ravich(6) 13/13 4/4 - 8/8 6/6 Vince Sadusky 13/13 - - - - Marco Sala 13/13 - - - - Gianmario Tondato Da Ruos 13/13 4/4 - 8/8 - Former Director who served for only part of the year Marco Drago(7) 4/6 - - - - Board Special Committee(1) Audit Committee Compensation Committee Nominating and Corporate Governance Committee (1) The Special Committee was established composed solely of independent Directors. (2) Comprised of scheduled and unscheduled meetings, including meetings of the Special Committee of the Board. (3) Enrico Drago was appointed by the Board as a Non-Executive Director effective April 1, 2024, and was eligible to attend scheduled and unscheduled meetings of the Board from his date of appointment. (4) Ashley M. Hunter was absent from two ad-hoc Board meetings and one Special Committee session, and Lorenzo Pellicioli was absent from one Board meeting, due to personal commitments. (5) Ashley M. Hunter was invited to one Audit Committee meeting to provide her input and expertise on risk management. (6) Samantha Ravich was invited to three Audit Committee meetings to provide her input and expertise on cybersecurity. (7) Marco Drago stepped down from his role as a Non-Executive Director and departed from the Board at the conclusion of the Company’s AGM on May 14, 2024. There are at least five scheduled meetings for each of the Board and the Compensation Committee each year, and at least six for each of the Nominating and Corporate Governance Committee and the Audit Committee. Additional meetings of the Board or a Committee are called as necessary, in addition to the adoption of unanimous written resolutions where appropriate. During 2024: • Eight additional Board meetings were called to focus on matters relating to the Strategic Review, to review major contract opportunities, and to discuss the cybersecurity incident which affected the Company in late 2024; • The Special Committee convened in four occasions to discuss the Proposed Transaction; • Two additional Audit Committee meetings were held on the Company’s enterprise risk management and cybersecurity, and another meeting was called to focus on the Strategic Review; and • Three additional Compensation Committee meetings were held to deliberate on compensation-related matters, including in connection with the Strategic Review. Where a Director is unable to attend a meeting, copies of all papers are still sent to that Director in advance. Draft meeting minutes are circulated to all Directors for approval at a subsequent meeting, typically with the abstention of those Directors who were not present at the meeting. The Chairs of the Board and each Committee, as well as the Lead Independent Director, are available for individual consultation between meetings and to provide briefing on any relevant outcomes from a Board or Committee meeting should a Director be unable to attend a particular meeting. Executive sessions for non-employee Directors or Committee members (as the case may be) with selected or no management in attendance, as well as Independent Director sessions with no management in attendance, are regularly held at the end of each meeting to, among other things, summarize the outcome of the meeting, collect proposals and plan actions for the next meeting. Directors’ Report Annual Report and Accounts 2024 Page | 58

Board and Committee evaluation Well-organized Board and Committee meetings, combined with an effective decision-making process, remain instrumental to the success of the Company. The Board undertakes a rigorous self-evaluation process each year to assess these and other Board prerogatives, and more in general to understand how the Board, its Committees and each individual Director have been performing. The Nominating and Corporate Governance Committee determines the approach and methodology to be used, oversees the evaluation process and shares the results with the full Board. Similar to past years, the 2024 self-evaluation was undertaken by way of an internal questionnaire and led by the Corporate Secretary team on behalf of the Nominating and Corporate Governance Committee. Several aspects were evaluated including, among other things: • The size, composition, performance, cohesion, roles and responsibilities of the Board and its Committees; • The competence and preparedness of each Director in general; • The appropriateness of the agenda items considered, the quality and timeliness of materials presented, as well as the conduct of Board and Committee meetings; and • Areas for improvement. Any items of note resulting from the questionnaire or from subsequent discussions were followed up on by the Nominating and Corporate Governance Committee, the Board and/or the concerned Committee. The evaluation in 2024 revealed that the Board, each Committee and all Directors remained largely satisfied with the expectation for their respective performance. There was general satisfaction over the Board’s decision-making process, role and performance in carrying out its responsibilities. The atmosphere of Board meetings remained pleasant and professional, with the Directors generally supporting each other and effectively liaising with management. The successful closing of the Proposed Transaction, the design of the Company’s organization as well as the design and implementation of a long-term strategy for the lottery business following the closing of the Proposed Transaction, were identified as priorities for the coming year. The Directors were generally satisfied with the annual self-evaluation process and the way the issues raised during the previous edition were addressed. Directors’ Report Annual Report and Accounts 2024 Page | 59

Additional Disclosures Matters reported in the Strategic Report The Strategic Report sets out those matters required to be disclosed in the Directors’ Report which are considered to be of strategic importance: • Likely future developments of the Company (see “Strategy” from page 10); • Research and development (see “Research & Development (R&D)” on page 14); • Employee: Diversity, Equity and Inclusion; Equal employment, Communication, and Employee involvement in the Company’s performance (see “Employee” from page 26); • Engagement with employees and consideration of employees’ interests (see “Our stakeholders” and “Key decisions” from page 39); • Engagement with suppliers, customers and others (see “Our stakeholders” and “Key decisions” from page 39); and • Greenhouse gas emissions and energy consumption (see“Environment” from page 28). The Directors’ Report should be read in conjunction with the Strategic Report, the Directors’ Remuneration Report and other sections of this Annual Report and Accounts, all of which are incorporated into this Directors’ Report by reference. General information The Parent is a public company limited by shares, incorporated under the laws of England and Wales under the CA 2006 with registered number 09127533. The address of the Parent’s registered office is 3rd Floor 10 Finsbury Square, London, England, EC2A 1AF. Branches As the Company is a global business, there are activities operated through many jurisdictions. As of December 31, 2024, the Company conducted business in various jurisdictions around the world and had 36 branches. Directors’ interests The Directors have interests in the Parent’s ordinary shares as detailed in the Directors’ Remuneration Report. Directors’ indemnities In accordance with the Articles and to the extent permitted by law, (i) the directors and officers of the Parent or any of its associated bodies corporate (within the meaning of the Articles) are granted qualifying third party indemnity provisions for the purposes of the CA 2006 in respect of liability incurred as a result of their office, and (ii) the directors of the Parent are granted qualifying pension scheme indemnity provisions for the purposes of the CA 2006 in respect of liability incurred as a result of the Company’s activities as a trustee of an occupational pension scheme. These provisions were in force during the financial year ended December 31, 2024 and up to the date of this Annual Report and Accounts. In addition, the Parent maintained a directors’ and officers’ liability insurance policy throughout the year to cover against certain legal liabilities and costs for claims incurred in respect of any act or omission in the execution of their duties. Political donations and political expenditure During the year ended December 31, 2024, subsidiaries of the Parent made various forms of contributions (i.e. political (where permissible), charitable donations, membership dues, and sponsorships) to entities in the U.S. including various U.S. embassies (located in Barbados and the Eastern Caribbean, Trinidad & Tobago, and the Dominican Republic) and other non-U.S. sponsorship events that have charitable, social welfare, trade and business sector, or political affiliations and missions. Some of these organizations and entities have affiliations with government officials. These non-U.K. contributions totaled $1.8 million (2023: $2.12 million). The Company has complied with jurisdictional reporting requirements for these contributions and all such contributions are permissible under applicable laws. Neither the Parent nor any of its subsidiaries for the year ended December 31, 2024 (i) made any donations to a registered political party, other political organization or any independent election candidate in the U.K., or (ii) incurred any political expenditure in the U.K. Share capital The issued share capital of the Parent as of March 6, 2025, is $20,890,823 and £50,000, consisting of 208,906,138 ordinary shares of $0.10 each (of which 6,873,196 shares were held in treasury), 208,906,138 special voting shares of $0.000001 each, and 50,000 sterling non-voting shares of £1 each. The special voting shares carry 0.9995 votes each (compared to 1 vote for each ordinary share) and are held at all times by a nominee appointed by the Parent. Shareholders who maintain their ownership of ordinary shares continuously for at least three years are eligible to elect to direct the voting rights in respect of one special voting share per ordinary share held for such period, provided that such shareholders meet certain conditions set out in the Parent’s Loyalty Plan (details of which are available at www.IGT.com). Once those conditions have been met and that eligible shareholder has successfully elected to participate in the Loyalty Plan, that shareholder will have the voting power of the equivalent of 1.9995 votes for each ordinary share held. The special voting shares and ordinary shares will be treated as if they are a single class of shares and not divided into separate classes for voting purposes. Further details of the special voting shares and the rights attaching to them are set out in the Articles. As of March 6, 2025, De Agostini had an economic interest of approximately 42.3% (excluding treasury shares) in the Parent and, due to its election to exercise Directors’ Report Annual Report and Accounts 2024 Page | 60

the special voting shares associated with its ordinary shares pursuant to the Loyalty Plan, a voting interest in the Parent of approximately 59.4% of the total voting rights (excluding treasury shares). The Directors were authorized, at the 2024 AGM, to allot ordinary shares in the capital of the Company up to a maximum nominal amount of approximately $6.7 million and up to a further maximum nominal amount of approximately $6.7 million where the allotment is in connection with an offer by way of a rights issue, in each case representing approximately one third of the nominal value of the ordinary shares in issue on April 3, 2024, for a period expiring at the end of the next AGM (or if sooner, August 13, 2025). The Directors are requesting a new authority for the Parent to allot ordinary shares in the capital of the Company at the forthcoming AGM in line with the Investment Association Share Capital Management Guidelines. Share repurchase On November 16, 2021, the Company announced a $300 million multi-year share repurchase program, pursuant to which repurchases will be made pursuant to repurchase contracts entered into with counterparties approved by shareholders. For the period January 1, 2024 to December 31, 2024, the Parent did not carry out any repurchase activities pursuant to the aforementioned share repurchase program. For further information, please see Note 21, Shareholders’ Equity, to the Consolidated Financial Statements. The Parent obtained shareholder authority at the 2024 AGM to purchase a maximum of 10% of the aggregate issued ordinary shares of $0.10 in the Parent as of April 3, 2024, amounting to approximately 20 million shares. This authority will expire at the end of the next AGM (or if sooner, on November 13, 2025). The Directors are requesting a new authority at the forthcoming AGM. Dividends The Board continued to support quarterly cash dividend levels in place and dividends of $161 million were paid by the Parent to shareholders for the period January 1, 2024 to December 31, 2024. For further information, please see Note 21, Shareholders’ Equity, to the Consolidated Financial Statements. There were no recommended dividend payments for approval by shareholders for the period January 1, 2024 to December 31, 2024 and there is no recommended final dividend for approval by shareholders for the financial year ended December 31, 2024. Financial risk management objectives and policies The Company’s activities expose it to a variety of market risks including interest rate risk and foreign currency exchange rate risk. The Company’s overall risk management strategy focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on its performance through ongoing operational and finance activities. The Company monitors and manages its exposure to such risks both centrally and at the local level, as appropriate, as part of its overall risk management program with the objective of seeking to reduce the potential adverse effects of such risks on its results of operations and financial position. Depending upon the risk assessment, the Company uses selected derivative hedging instruments, including principally interest rate swaps and foreign currency forward contracts, for the purposes of managing interest rate risk and currency risks arising from its operations and sources of financing. The Company’s policy is not to enter into such contracts for speculative purposes. Further disclosures relating to financial risk management objectives and policies, as well as disclosures relating to exposure to interest rate risk and foreign currency exchange rate risk, are described in Note 10, Financial Risk Management, to the Consolidated Financial Statements. The Company's accounting policies regarding derivatives and hedging are described in Note 2, Summary of Material Accounting Policy Information, to the Consolidated Financial Statements. Going concern The current activities of the Company and those factors likely to affect its future development, together with a description of its financial position, are described in the Strategic Report. Principal risks and uncertainties affecting the Company are described in the “Principal Risks and Uncertainties” section of the Strategic Report. Critical accounting estimates affecting the carrying values of assets and liabilities of the Company are discussed in Note 2, Summary of Material Accounting Policy Information, to the Consolidated Financial Statements. The Directors have reviewed management’s forecasted operating results, forecasted cash flows, forecasted net debt, and forecasted funds available on the Revolving Credit Facilities (including related covenants for the forecasted period) and having considered scenarios both with and without the closing of the Proposed Transaction, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and therefore will be well placed to manage its business risks successfully. Accordingly, the Directors consider it appropriate to continue to adopt the going concern basis of accounting in preparing the financial statements contained in this Annual Report and Accounts. Directors’ Report Annual Report and Accounts 2024 Page | 61

Subsequent events There are no important events affecting the Company which have occurred since December 31, 2024. Statement of directors’ responsibilities in respect of the financial statements The Directors are responsible for preparing the Annual Report and Accounts and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the Directors have prepared the Consolidated Financial Statements in accordance with U.K.-adopted international accounting standards and the Parent financial statements in accordance with the U.K. Generally Accepted Accounting Practice (U.K. Accounting Standards, comprising FRS 101 “Reduced Disclosure Framework”, and applicable law). Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Parent and the Company and of the profit or loss of the Parent and the Company for that period. In preparing the financial statements, the Directors are required to: • Select suitable accounting policies and then apply them consistently; • State whether applicable U.K.-adopted international accounting standards have been followed for the Consolidated Financial Statements and U.K. Accounting Standards, comprising FRS 101, have been followed for the Parent financial statements, subject to any material departures disclosed and explained in the financial statements; • Make judgements and accounting estimates that are reasonable and prudent; and • Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Parent and the Company will continue in business. The Directors are responsible for safeguarding the assets of the Parent and the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the Parent's and the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Parent and the Company and enable them to ensure that the financial statements and the Directors’ Remuneration Report comply with the CA 2006. The Directors are responsible for the maintenance and integrity of the Parent’s website. Legislation in the U.K. governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Directors’ confirmations The Directors consider that the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable, and provides the information necessary for shareholders to assess the Parent’s and the Company’s position and performance, business model, and strategy. In the case of each Director in office at the date the Directors’ Report is approved: • So far as the Director is aware, there is no relevant audit information of which the Company’s auditors are unaware; and • They have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the Company’s auditors are aware of that information. Independent auditors The Audit Committee assists the Board in evaluating the qualifications, performance and independence of the external auditors, PricewaterhouseCoopers LLP. For this reason, the Audit Committee held a number of separate private sessions with the lead audit engagement partner during 2024, without management present. The current audit engagement partner has assumed this role since 2021 and is required to be rotated out after reaching the mandatory rotation point of five years. The external auditors, have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the forthcoming AGM. This Directors’ Report was approved by the Board on March 6, 2025 and signed on its behalf by: Vincent Sadusky Chief Executive Officer March 12, 2025 Directors’ Report Annual Report and Accounts 2024 Page | 62

Annual Statement Dear Recipient, As the Chair of the Compensation Committee (the “Committee”) and on behalf of the Board, I am pleased to present the Directors’ Remuneration Report for the financial year ended December 31, 2024, prepared in accordance with the relevant legal requirements, in particular Schedule 8 of The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, as amended. This report consists of three sections: • This Annual Statement, which summarizes the work of the Committee, our approach to Directors’ remuneration, and the activities of the Committee in the year; • The Remuneration Policy, which sets out our Directors’ Remuneration Policy which was approved by shareholders at the 2024 AGM, and designed to compete for, attract and retain executive talent. The policy will last for three years from the 2024 AGM or until another remuneration policy is approved by shareholders in a general meeting; and • The Remuneration Implementation Report, which presents the payments and awards made in the 2024 financial year, and explains how the Directors’ Remuneration Policy was implemented in the financial year under review. The Remuneration Implementation Report is designed to demonstrate the link between the Company’s strategy, its performance and the remuneration outcomes of our Directors, in particular those of our Executive Directors. The Remuneration Implementation Report, together with this Annual Statement, is subject to an annual advisory shareholder vote at the forthcoming AGM and does not affect the actual remuneration paid to an individual Director. Remuneration program The Company operates in a competitive global market for executive and director talent, in particular the U.S. and Italy. The Committee evaluates IGT’s remuneration framework periodically to ensure it remains competitive and appropriate, taking into account the enhanced responsibilities of directors serving on the board of an English public limited company with NYSE listing and SEC reporting obligations, along with extensive gaming licensing requirements across multiple jurisdictions. These obligations exceed those typically required of U.K.-only listed and incorporated companies. Additionally, the Committee monitors emerging compensation trends to stay ahead in the evolving landscape relevant for making informed remuneration decisions. The Committee continuously evaluates and looks for opportunities to align the Company’s remuneration structures with shareholder expectations and governance standards. While we remain sensitive to U.K. corporate governance practices and remuneration policies, our global operations, NYSE listing, and the need to attract international talent occasionally require remuneration arrangements that may differ from typical U.K. approaches. The Committee values shareholder and investor feedback, and will consider feedback received, including views received from shareholders on past remuneration reports and voting patterns on resolutions brought forward at the AGM each year. This feedback, along with comments and feedback from Institutional Shareholder Services and Glass Lewis on the Company’s policy and practices, helps ensure our remuneration practices continue to reinforce IGT’s long-term strategy and remain aligned with shareholders’ interests. During 2024, the Committee engaged its compensation advisor to provide information and recommendation on market practices for remuneration structure and levels, and had discussions to review the composition and key drivers of remuneration. Committee’s effectiveness I am pleased to confirm that the operation, performance and effectiveness of the Committee was specifically reviewed as part of the annual Board self-evaluation process, and this review concluded that the Committee continues to operate effectively. Remuneration highlights We have set out the remuneration-related circumstances that impacted our Directors during 2024: Executive Directors Modifications to short-term and long-term incentives (“STI” and “LTI”, respectively) The Committee approved modifications to the 2024 STI plan, 2022-2024 LTI plan and 2023-2025 LTI plan for Executive Directors and employees continuing with the Company after the Proposed Transaction closes. Directors’ Remuneration Report Annual Report and Accounts 2024 Page | 63

• The changes to the 2024 STI plan include excluding IGT Gaming’s performance for the six months ended December 31, 2024 from certain key financial metrics reflecting the Company’s management approach since announcing the Proposed Transaction and allowing adjustments to performance metrics to exclude non-recurring impacts from the Proposed Transaction. • The changes to the 2022-2024 LTI plan include setting the Relative TSR Payment Factor at target level and allowing adjustments to performance metrics to exclude non-recurring impacts from the Proposed Transaction. • The changes to the 2023-2025 LTI plan include excluding IGT Gaming’s performance for the 2025 financial year reflecting the Company’s management approach since announcing the Proposed Transaction and allowing adjustments to performance metrics to exclude non-recurring impacts from the Proposed Transaction. The vesting dates for this award remain unchanged - i.e. the award will vest 50% in 2026 and 2027, respectively. These modifications were aimed at preserving the original incentive objectives while ensuring fair measurement of ongoing operational performance. CFO remuneration package The Committee evaluated Max Chiara’s recruitment package in light of the Strategic Review initiated in 2023 which culminated in the entry into the Proposed Transaction in 2024 and approved a one-time cash payment of $200,000 (net) to him, extending his initial hiring bonus, which was awarded to attract him to, and retain him in, the role. This payment is subject to clawback for one year if Max ceases to be employed within one year from the date of payment. The Committee determined that such additional payment was justified and necessary to retain and secure Max’s continued leadership through the closing of the Proposed Transaction. Performance achievements - Annual bonus The Company either met or exceeded its objectives for all three key financial metrics - Consolidated Adjusted EBITDA, Consolidated Adjusted Operating Income and Consolidated Adjusted Net Debt (as amended) - with respect to the 2024 STI plan. Financial metrics comprise 80% of the targeted STI value, with the remaining 20% earned based on the achievement of Management By Objectives (“MBOs”). The Executive Directors’ MBO achievement was scored at maximum, which was validated and approved by the Committee and the Board at the February 2025 meeting. As a result, the Executive Directors received annual bonuses that were achieved between target and maximum payout. Performance achievements - Long-term incentive The Company either met or exceeded its objectives for both financial metrics - Consolidated Adjusted EBITDA and Consolidated Adjusted Free Cash Flow - with respect to the 2022-2024 LTI plan. The performance results were validated by the Committee and Board at the February 2025 meeting. Performance achievements - Co-investment plan The remaining performance share units and share options with respect to the Executive Chair’s Co-investment plan subject to the Absolute Total Shareholder Return financial metric were achieved and vested in full on May 14, 2024. 2024 LTI awards The Committee and the Board approved LTI performance share unit awards to eligible participants, including the Executive Directors, with a three-year performance period (2024-2026), consistent with prior year practice. Further details on the above are disclosed in the Remuneration Implementation Report. Non-Executive Directors There were no substantial changes to the Non-Executive Directors’ remuneration during 2024. At the Committee’s meeting held in November 2024, a benchmark study was delivered regarding the remuneration of the Non-Executive Directors. The findings were such that IGT’s compensation practices are competitive with peer group standards across all evaluated areas. Therefore, no changes to the Non-Executive Directors' remuneration for 2025 were proposed. Details of the Company’s approach to implementing the Remuneration Policy for 2025, including in connection with the CEO retention award made in early 2025, are set out in the section headed “Implementation of the Remuneration Policy for the year ending December 31, 2025 within the Remuneration Implementation Report. In conclusion I would like to thank my fellow Committee members for their immense contribution to this Committee over the past year, particularly their commitment in addressing remuneration matters arising in connection with the Strategic Review and IGT Gaming which were brought before the Committee for consideration and decision. I would also like to thank our shareholders for their continued support during the year. We continue to welcome your feedback as we remain committed to open and transparent dialogue with shareholders and we hope to receive your support at the forthcoming AGM. Gianmario Tondato Da Ruos Chair of the Compensation Committee Directors’ Remuneration Report Annual Report and Accounts 2024 Page | 64

Remuneration Policy In this part of the Director’s Remuneration Report, we set out the Remuneration Policy that was approved at the AGM held on May 14, 2024 and took effect immediately thereafter. The Remuneration Policy can also be found within our 2023 Annual Report and Accounts (pages 69 to 80) which is available at the Investor Relations section of the Company’s website (www.IGT.com). The policy will remain in effect until shareholders approve changes to the policy or until a new policy is put before shareholders for approval at the 2027 AGM, whichever is sooner. Future policy table Executive Directors An Executive Director plays a key role in the management and success of a company. The Remuneration Policy and structures are designed to promote their roles as both directors and employees of the Company, to incentivize the delivery of sustained performance consistent with the Company’s strategic goals and appropriate risk management, and to reward success in doing so. Fixed pay: Base salary Purpose and link to strategy To pay a salary that: (i) reflects the role, responsibilities, experience and knowledge of the individual; (ii) is competitive with other employers with whom the Company competes for talent, including companies in our industry or other complex industries, companies of comparable size, and in the geographies in which the Company operates; and (iii) allows the Company to attract and retain appropriate Executive Directors to support the long-term interests of the Company. Operation The Committee sets, and annually reviews, base salary taking into account: • The individual’s skills, experience and current remuneration package; • The size and scope of the role; • Salary and total remuneration levels at companies of similar size and complexities to ensure competitiveness; and • Remuneration of other executives and the wider workforce. The base salary may be paid in a currency other than USD, depending on the location of the director. Maximum opportunity There is no set maximum salary given the global market in which the Company competes for talent; however, the Company annually reviews salaries of global companies in similar industries, of similar size and with similar complexity, to ensure Executive Director salaries are within a market competitive range. The maximum opportunity for an increase in base salary on an annual basis is 10% of that year's annual base salary. Increases may be made above this level up to 20% of that base salary in exceptional circumstances, such as: • Where an individual is brought in on a lower salary with the intention of increasing the salary level dependent on performance in the role; • There is a material increase in the size and scope of the role; and • Market practice has evolved to mean that the salary is no longer considered to be competitive. Personal performance is taken into account when considering base salary increases. Current base salary levels are set out in the annual report on Directors’ remuneration. Performance conditions There are no performance conditions. Recovery or withholding There is no provision for recovery. Fixed pay: Benefits Purpose and link to strategy To provide market competitive benefits to enable Executive Directors to undertake their role through ensuring well-being, security and access to the support and resources necessary or appropriate to perform their role as expected by the Company. Operation Executive Directors receive a range of benefits, which may vary by location and be tailored to reflect market practice. These may include, but are not limited to, private medical insurance, private dental insurance, life and permanent disability insurance, travel indemnity, tax preparation services, tax equalization, housing and car allowances or a cash perquisite allowance in lieu of housing, car or other allowances. In line with the policy for other employees, Executive Directors may be eligible to receive relocation costs/allowances and transfer-related benefits as appropriate, typical for the role and location of an Executive Director. Directors’ Remuneration Report Annual Report and Accounts 2024 Page | 65

The Company may reimburse expenses incurred in the ordinary conduct of business and where such expenses give rise to tax, the Company may reimburse the director for any tax for which the director may be liable. Benefits are reviewed regularly but not on a pre-determined schedule. Maximum opportunity There is no maximum level of benefits. However, Executive Directors generally participate in the same level of medical, dental and other health and welfare programs of the workforce in the jurisdiction, adjusted to accommodate statutory requirements, market practice and/or job level. Life insurance of up to 4 times base salary, payable on death in service. Cash perquisite allowances may be offered to Executive Directors in lieu of other allowances. Such allowances do not exceed US$100,000 (or its equivalent in a different currency) on an annual basis. Performance conditions There are no performance conditions. Recovery or withholding There is no provision for recovery. Fixed pay: Pension Purpose and link to strategy To provide Executive Directors an appropriate level of savings for their retirement which is motivating and appropriately competitive within the relevant labor market. Operation Executive Directors are offered the same or similar pension schemes which are offered to the workforce in the jurisdiction in which they are employed or likely to retire. All pension schemes are defined contribution and no defined benefit arrangements are offered to Executive Directors. Contribution levels may vary by jurisdiction to accommodate statutory requirements, market practice and/or job level of the individuals. Maximum opportunity Maximum opportunities vary by jurisdiction and job level; however, the Company provides pension schemes which are aligned with market practice of the employing jurisdiction. Subject to compliance with specific jurisdictional requirements which may change from time to time, annual employer contributions are no higher than 42.5% of base salary or, if required by local law, a combination of fixed remuneration and annual bonus. Additional contributions may need to be made under specific jurisdictional requirements, for example, employer social tax contributions and contributions to severance programs. Performance conditions There are no performance conditions. Recovery or withholding There is no provision for recovery. Variable pay: Annual bonus / Short-term incentive (“STI”) Purpose and link to strategy To align a component of remuneration with the achievement of Company performance measured against predetermined annual financial and strategic objectives. Operation Awards are normally made annually and the Committee reviews the award levels annually. The awards are performance-based, and performance is assessed over one year. Upon completion of the fiscal year, the Committee reviews and certifies the performance achievement against each of the performance measures and resulting payments under the plan. Annual bonus awards do not generally have any additional vesting or deferral period. The Committee retains discretion to increase or reduce pay-outs (including to nil) based on an assessment of regulatory conduct and general Company performance over the performance period, subject always to the maximum payout, and to ensure that the awards properly reflect business performance, as adjusted to reflect (among other things) fluctuations in the applicable currency exchange rate, non-recurring items such as acquisitions and disposals, and other extraordinary circumstances. Maximum opportunity The ongoing maximum annual bonus target opportunity is 300% of base salary (the “STI target”). Payouts under the plan will not exceed the following: • Below threshold: 0% of the STI target • Threshold: 50% of the STI target • Target: 100% of the STI target • Maximum: 200% of the STI target Directors’ Remuneration Report Annual Report and Accounts 2024 Page | 66

Performance conditions The Committee determines the appropriate financial and individual performance metrics utilized in the program annually based on the Company’s short-term objectives. The Committee approves the threshold, target and maximum performance measures for these metrics, which will generally align with the Company’s annual financial and strategic plan, as well as the corresponding payouts at each level of achievement. Generally, 80% of the annual bonus will be based on financial performance measures, which may include but are not limited to profitability, cash flow, liquidity or balance sheet metrics. Details of the measures, weightings and targets applicable to the annual bonus for each year will be disclosed retrospectively in the annual report on Directors’ remuneration for the relevant financial year (subject to commercial sensitivity). Recovery or withholding The Company has implemented an executive compensation recoupment policy, which may be amended from time to time by the Board or a committee thereof, pursuant to which incentive compensation may be recouped in certain instances, such as a certain restatement of the Company’s financial statements resulting from noncompliance with financial reporting requirements under applicable law or fraud, and incentive compensation is generally subject to any clawback, recoupment, or forfeiture provisions required by laws applicable to the Company or its subsidiaries or affiliates. Variable pay: Long-term incentive (“LTI”) Purpose and link to strategy LTI compensation is designed to: (i) balance and align the interests of Executive Directors and shareholders; (ii) reward Executive Directors for demonstrated leadership and performance aimed towards the creation of shareholder value; (iii) increase equity holding levels; (iv) align with competitive levels of compensation opportunity within our peer group; and (v) support in attracting, retaining and motivating Executive Directors. Operation LTI awards are typically granted pursuant to the Company’s equity incentive plan(s) as approved by shareholders from time to time. LTI awards are normally made annually and are usually granted in the form of performance-based restricted share units (“PSUs”), but time-based restricted share units, restricted shares, share options, performance-based share options, share appreciation rights, other share-based awards or any combination thereof, whether or not subject to performance conditions, may also be granted. Performance-based LTI awards normally have a three-year performance-period aligned with the fiscal year and vest in two equal tranches approximately three- and four-years after the grant date, subject to achievement of pre-established performance conditions. In some circumstances, awards may be granted with a shorter vesting period which shall, in any event, be at least one year. These circumstances may include, without limitation, where forward-looking performance metrics cannot be reasonably set due to challenges and/or economic uncertainty (e.g. during a pandemic), or there is a need to retain or appropriately reward individuals in support of a transaction, and/or assist with any transition that might be required in connection with a transaction. The Committee reviews the award levels and the framework for determining vesting annually. The Committee has discretion to amend the terms and conditions of any award within the limits of the policy, terms of the award agreement and the Company’s equity incentive plan approved by shareholders from time to time. Such amendments may include modifications, amendments or adjustments to the terms and conditions of any award the Committee deems appropriate or equitable, including an adjustment to the aggregate number and type of any award, substitution of any award for cash and/or acceleration of vesting. The main purpose of the Committee’s discretion is to ensure awards are treated appropriately and equitably and/or avoid any prejudice being suffered by the participants including, without limitation, where there is: (i) a transformative transaction or other strategic opportunity; or (ii) a variation in share capital or other event that materially affects the value of the Company’s shares or share-based awards. These variations or events would include, without limitation, capitalization or rights issues, consolidations, subdivisions or reductions of share capital, demergers, extraordinary dividends or dividends in specie. Directors’ Remuneration Report Annual Report and Accounts 2024 Page | 67

The Committee retains discretion to increase or reduce pay-outs (including to nil) based on an assessment of regulatory conduct and general Company performance over the performance period, subject always to the maximum payout and to ensure that the rewards properly reflect business performance, as adjusted to reflect (among other things) fluctuations in the applicable currency exchange rate, non-recurring items such as acquisitions and disposals and other extraordinary circumstances. Executive Directors must hold all of the net settled shares they receive pursuant to LTI awards for a period of at least five years from the date of grant. The period expires on the fifth anniversary of the date of grant, provided that the relevant director meets their holding requirements under the Share Ownership Guidelines, a summary of which is included in the annual report on Directors’ remuneration. Separately, the Share Ownership Guidelines require Executive Directors to hold a certain amount of shares for a period of up to two years after cessation of service. Maximum opportunity The maximum target is 800% of base salary measured at the award’s grant date (the “LTI target”). In some exceptional circumstances, including without limitation, where there has been a transformative transaction or other strategic opportunity, an award may be granted above the LTI target. Payouts under each LTI program will not exceed the following: • Below threshold: 0% of the LTI target • Threshold: 50% of the LTI target • Target: 100% of the LTI target • Maximum: 200% of the LTI target Performance conditions The Committee determines the appropriate performance measures, weightings and targets for the entire performance period of an LTI program prior to the award date, which will generally align with the Company’s operating and strategic priorities for the upcoming performance period. Typically, most of the performance measurements are financial or market-based in nature including but not limited to profitability, cash flow, liquidity, other balance sheet or shareholder return measures. Details of the measures, weightings and targets will be disclosed retrospectively in the annual report on Directors’ remuneration in the year following the completion of the performance period (subject to commercial sensitivity). Recovery or withholding The Company has implemented an executive compensation recoupment policy, which may be amended from time to time by the Board or a committee thereof, pursuant to which incentive compensation may be recouped in certain instances, such as a certain restatement of the Company’s financial statements resulting from noncompliance with financial reporting requirements under applicable law or fraud, and incentive compensation is generally subject to any clawback, recoupment, or forfeiture provisions required by laws applicable to the Company or its subsidiaries or affiliates. Variable pay: Co-investment plan Purpose and link to strategy Co-investment plans are designed to: (i) balance and align the interests of Executive Directors and shareholders; (ii) reward for demonstrated leadership and performance aimed towards the creation of shareholder value; (iii) incentivize Executive Directors to achieve one or more specified performance targets; (iv) increase equity holding levels; and (v) provide Executive Directors with a commitment to hold a minimum number of shares in the Company for a period as determined by the Committee. Operation A co-investment plan is performance-based and is generally granted once every three years. Typically, a co-investment plan award coincides with an Executive Director's reappointment to the Board. Under a co-investment plan, the Company may issue and/or grant options over shares, share appreciation rights, restricted shares, restricted share units, performance units, performance shares, other share-based awards or any combination thereof pursuant to the Company's equity incentive plan approved by shareholders from time to time. Typically, the Company matches the participant’s commitment to hold shares under the co-investment plan on a 1:1 ratio. Directors’ Remuneration Report Annual Report and Accounts 2024 Page | 68

Awards vest after the performance period, typically subject to: (i) achievement of pre-established performance metrics; (ii) the Executive Director continuing to hold the specified number of shares during the performance period; (iii) the Executive Director reinvesting up to 50% of net shares received subject to the plan in the next cycle of co-investment plan, if requested to do so; and (iv) the Executive Director continuing to serve as a Director on the Board during the performance period. Options vested under a co-investment plan generally expire four years after the vesting date. Executive Directors must hold all of the net settled shares they receive under a co-investment plan for a period of at least five years from the date of grant. The period expires on the fifth anniversary of the date of grant, provided that the relevant director meets their holding requirements under the Share Ownership Guidelines, a summary of which is included in the annual report on Directors’ remuneration. Separately, the Share Ownership Guidelines require Executive Directors to hold a certain amount of shares for a period of up to two years after cessation of service. The Committee has discretion to amend the terms and conditions of any co-investment plan within the limits of this policy, the terms of the award agreement and the Company’s equity incentive plan approved by shareholders from time to time. Such amendments may include modifications, amendments or adjustments to the terms and conditions of any award the Committee deems appropriate or equitable, including an adjustment to the aggregate number and type of any award, substitution of any award for cash and/or acceleration of vesting. The main purpose of the Committee’s discretion is to ensure awards are treated appropriately and equitably and/or avoid any prejudice being suffered by the participants including, without limitation, where there is: (i) a transformative transaction or other strategic opportunity; or (ii) a variation in share capital or other event that materially affects the value of the Company’s shares or share-based awards. These variations or events would include, without limitation, capitalization or rights issues, consolidations, subdivisions or reductions of share capital, demergers, extraordinary dividends or dividends in specie. Maximum opportunity The maximum award level is 10 times base salary measured at the award’s grant date. The Committee sets a target (which may include different levels of achievement) for each co-investment plan in its discretion on grant, and awards vest if the applicable performance conditions are met. Performance conditions The Committee determines the appropriate performance measures, weightings and targets for the entire performance period of a co-investment plan at the time of grant. Typically, at least 80% of the performance measurements are financial or market-based in nature including, but not limited to profitability, cash flow, liquidity, other balance sheet or shareholder return measures. Details of the measures, weightings and targets will be disclosed retrospectively in the annual report on Directors’ remuneration in the year following the completion of the performance period (subject to commercial sensitivity). Recovery or withholding The Company has implemented an executive compensation recoupment policy, which may be amended from time to time by the Board or a committee thereof, pursuant to which incentive compensation may be recouped in certain instances, such as a certain restatement of the Company’s financial statements resulting from noncompliance with financial reporting requirements under applicable law or fraud, and incentive compensation is generally subject to any clawback, recoupment, or forfeiture provisions required by laws applicable to the Company or its subsidiaries or affiliates. Directors’ Remuneration Report Annual Report and Accounts 2024 Page | 69

Non-Executive Directors Fixed pay: Fees Purpose and link to strategy To attract and retain high-calibre individuals, with appropriate experience or industry-related skills, by offering market competitive fee levels. Operation Non-Executive Directors receive a basic fee for their Board services. Additional fees may be paid in relation to additional responsibilities including: • The role of the Chairperson; • The role of the Lead Independent Director; • Chairing the Audit, Compensation and Nominating and Corporate Governance Committees and any other Board committees as may be established from time to time; and • Carrying out specific and/or ad hoc projects or tasks. The fees may be paid in a currency other than USD. The fee of the Chairperson is set taking into account the individual’s circumstances, skills and experience, the scope of the role and the needs and circumstances of the Company. Non-Executive Director fees are set taking into account market practice levels and commitment required of the Directors in connection with, but not limited to, regulatory and licensing procedures. The Company may reimburse expenses incurred in the course of duties. Tax may arise on the reimbursement of certain expenses and any such tax will be paid by the Company. Certain sums or payments, including contributions to pension organizations / social security institutions, may be payable under local law by virtue of the payment of fees and the grant of equity awards, depending on the location of the Non-Executive Director. The fees for Non-Executive Directors are set by the Committee, but no member of the Committee shall fix their own compensation, except for uniform compensation to directors for their service as directors. The Committee reviews the fees periodically. Maximum opportunity There are no set maximum fees; however, fee increases will take into account, among other things, fee levels of peer companies and any new or additional burden involved in the discharge of the role. The maximum opportunity for an increase in fees on an annual basis is 10% of that year’s annual fees rising to a maximum of 20% of those fees in exceptional circumstances, as determined by the Board in its sole discretion. Current fee levels are set out in the annual report on Directors’ remuneration. Performance conditions There are no performance conditions. Recovery or withholding There is no provision for recovery. Fixed pay: Equity awards Purpose and link to strategy To reward Non-Executive Directors for continued service, whilst aligning Non-Executive Directors with shareholders through linking an element of compensation to share performance. Operation Typically, each Non-Executive Director is granted a time-vesting restricted share unit (“RSU”) award, generally unconnected to the performance of such Non-Executive Director. The Committee retains the discretion to grant equity awards to Non-Executive Directors as permitted under the Company’s equity incentive plan approved by shareholders from time to time. An RSU award is normally granted to each existing Non-Executive Director annually and to a new Non-Executive Director at the time of appointment. The number of RSUs covered by each award is generally determined by dividing (i) the Annual Grant Value by (ii) the closing price of an ordinary share as of the date of grant, prorated accordingly in respect of grants made to new Non-Executive Directors. There is no set maximum for the Annual Grant Value, but the Committee determines the amount based on its periodic benchmarking of compensation for the Non-Executive Directors. Awarded units normally vest at the next annual general meeting of the Parent after grant date, subject to continued service of the Non-Executive Director as a Director on the Board. Directors’ Remuneration Report Annual Report and Accounts 2024 Page | 70

The Committee reviews the award levels and the framework for determining vesting periodically. The Committee has discretion to amend the terms and conditions of any award within the limits of this policy, the terms of the award agreement and the Company’s equity incentive plan approved by shareholders from time to time. Such amendments may include modifications, amendments or adjustments to the terms and conditions of any award the Committee deems appropriate or equitable, including an adjustment to the aggregate number and type of any award, substitution of any award for cash and/or acceleration of vesting. The main purpose of the Committee’s discretion is to ensure awards are treated appropriately and equitably and/or avoid any prejudice being suffered by the participants where there is a variation in share capital or other event that materially affects the value of the Company’s shares or share-based awards. These variations or events would include, without limitation, capitalization or rights issues, consolidations, subdivisions or reductions of share capital, demergers, extraordinary dividends or dividends in specie. Equity awards do not have a post-vest holding or deferral requirement. Instead, the Company maintains Share Ownership Guidelines which require the Non-Executive Director to maintain a level of share ownership measured as a multiple of base fee. A summary of the Share Ownership Guidelines is included in the annual report on Directors' remuneration. Maximum opportunity The maximum target is 100% of the Annual Grant Value. Current Annual Grant Value levels are set out in the annual report on Directors’ remuneration. The maximum increase of the Annual Grant Value on an annual basis is 10% of that year's Annual Grant Value, rising to a maximum of 20% of that year's Annual Grant Value in exceptional circumstances, as determined by the Board in its sole discretion. Performance conditions There are no performance conditions. Recovery or withholding Awards made to Non-Executive Directors may be recouped in certain instances, such as error in calculation or fraud, and the RSUs are generally subject to any clawback, recoupment, or forfeiture provisions required by laws applicable to the Company or its subsidiaries or affiliates. Notes to the Future policy table Performance measures and targets Each year, the Committee will give careful consideration to the performance measures that should apply to incentives. • For the annual bonus, the Committee considers that a combination of (i) financial measures relating to the Company’s strategic objectives; and (ii) business strategy and individual financial measures, is most appropriate for assessing performance over the short to medium term. This may be combined with other non-financial measures, including measures relating to customer, people, and culture, and measures encompassing environmental, social and governance aspects. • For LTI awards and co-investment plans, the Committee considers that financial or market performance metrics, including shareholder return, profitability, cash flow and certain balance sheet metrics, provide the optimum balance to assess the long-term financial performance of the Company and growth in shareholder returns on an absolute and relative basis. Non-financial measures, including customer, people and culture, and encompassing environmental, social and governance aspects, may be used in combination with financial measures. Targets are approved by the Committee, taking into account the Company’s growth ambitions, market expectations and the circumstances and relative performance at the time. Targets are normally set relative to budget and/or by reference to prior results. Whilst targets typically contain a performance range to incentivize minimum performance and outperformance levels relative to budget and/or prior results, they also ensure that poor performance is not rewarded. The Committee reserves the right to amend, introduce and/or remove performance measures and targets for awards as it considers appropriate, subject to the rules of the relevant plan and any legal or regulatory restrictions. Directors’ Remuneration Report Annual Report and Accounts 2024 Page | 71

Remuneration policy for other employees While our Remuneration Policy follows the same fundamental principles across the Company, packages offered to employees reflect differences in market practice in the different countries, role and seniority. Like the Executive Directors, employees at management level and above receive a fixed salary and may receive a variable annual bonus. The annual bonus differs between employee levels of seniority: senior management employees are generally subject to an 80% bonus weighting as to financial results and a bonus weighting of 20% based on personal performance, which is the same as for Executive Directors. The annual bonus is paid out on an annual basis subject to the financial results of the Company and the personal performance of each employee. Manager and above level employees in general also participate in the same annual bonus plan. The percentage of the plan allocated to financial and individual objectives varies by level. Target as a percentage of base salary also varies by level. Eligible employees participate in the same LTI programs as the Executive Directors or such other long-term incentive plans as may be adopted by the Committee from time to time. Employees, other than the Executive Directors, are not eligible to participate in the co-investment plan, which is specifically aimed at Executive Directors. Approach to recruitment remuneration The Company operates in a complex, global and specialized sector and competes for talent on a global basis and, in many instances, outside of the U.K. and across industries. The Committee’s approach to recruitment remuneration is to develop remuneration packages that put the Company in a position to effectively attract and retain executive talent based on competitive pay, benefits and practices in relevant markets, sectors and geographies. Executive Directors The Committee determines the remuneration of new Executive Directors on a case-by-case basis. Generally, the level of fixed remuneration will be determined after considering the candidate’s skills and experience and the market data for the role that they will be undertaking and the remuneration needed to attract talent under the circumstances. It is expected that for new Executive Directors: • Base salary will be set in line with the Remuneration Policy. • Benefits will be in line with the Remuneration Policy. Additional benefits may be offered for new Executive Directors, such as relocation benefits. • Pensions will be in line with the Remuneration Policy. • The annual bonus quantum and performance measures will generally be in line with the ongoing Remuneration Policy as implemented for other Executive Directors during the year. However, the Committee reserves the right to vary the performance measures and targets for the year of recruitment if it considers appropriate (e.g. where a large portion of the year has already elapsed or as needed to attract talent under the circumstances). The annual bonus maximum will generally reflect the ongoing policy for current Executive Directors. • The LTI quantum, performance measures and targets will be in line with the ongoing Remuneration Policy as implemented for other Executive Directors during the year. The LTI award maximum for new Executive Directors will generally reflect the ongoing policy for current Executive Directors. • The co-investment quantum, performance measures and targets will be line with the ongoing Remuneration Policy as implemented for other Executive Directors during the year. The Company may also pay reasonable fees and expenses for a new Executive Director in relation to their appointment. The Committee recognizes that a new Executive Director may forfeit remuneration as a result of leaving a previous employer and the Committee will consider mitigating that loss or part of that loss by making buy-out awards in addition to the remuneration outlined above. In making buy-out awards, the Committee will consider any relevant factors, including the value of the forfeited award, any performance conditions attached to any previous incentive arrangements and the likelihood of these conditions being met, the proportion of the performance period remaining and the form of award. Where possible, buy-out awards will be made using existing incentive plans and may be settled in cash and/or shares, and in one payment or over a period of years. In addition to buy-out awards, the Committee retains discretion to offer other payments (i.e. sign on payments/awards) of up to 600% of base salary at grant date, whether in cash and/or in shares, which reflect market conditions or practice by location when it considers these to be in the best interests of the Company and, therefore, shareholders. These payments may not be subject to any performance criteria, holding periods and/or any recovery or withholding policy. The Committee does not intend to use this discretion to offer other payments that are non-performance related, but considers it important to retain the ability to do so in order to attract and retain executive talent. In any case, the Committee may consult with its Directors’ Remuneration Report Annual Report and Accounts 2024 Page | 72

external, independent compensation advisor to confirm the package provided at recruitment is market competitive and aligned with the standard remuneration elements for the role and location. Non-Executive Directors The remuneration package for a newly appointed Non-Executive Director would normally be in line with the structure set out in the Future policy table. Directors’ contractual arrangements Executive Directors’ service contracts The Company does not have a policy of fixed term contracts for Executive Directors. Generally, contracts include a notice period of no more than 12 months. As a matter of best practice, all Executive Directors’ appointment and subsequent re-appointment as a director of the Parent will be made subject to appointment and annual reappointment by shareholders at the AGM. Non-Executive Directors’ appointment agreements All Non-Executive Directors’ services are provided for in accordance with their individual appointment agreements. Non-Executive Directors are generally expected to be re-appointed annually on each AGM date, unless their appointment is terminated earlier by either party on the giving of one month’s notice. Loss of office When a Director leaves the Company, the Committee will review the circumstances and apply the appropriate treatment having regard to the practice for other senior employees of the Company, which may vary by location and the Director’s contractual entitlements in order to facilitate the exit of a particular individual. Where applicable, the Committee aims to avoid rewarding poor performance and to recoup undue or excessive pay. When determining the treatment of the various elements of compensation upon cessation of service, the Committee will give regard to the rationale for the departure. An individual may be treated as a ‘good leaver’ for these purposes if they leave by way of the following circumstances - (i) death, (ii) injury, ill-health or disability, (iii) redundancy, (iv) retirement, (v) termination without cause, (vi) resignation for a ‘good reason’ (for example, where there has been a material breach of the employment contract by the employer), and/or (vii) any other circumstances as determined by the Committee or the Board. The Committee also retains discretion to make additional payments in respect of (i) settling any claims which the Committee considers, in its reasonable judgment, may arise in respect of the termination (whilst seeking to ensure that there is no reward for failure), and (ii) reasonable legal costs and other expenses reasonably incurred by the Director in respect of the termination and any settlement arrangements; provided in all cases that the Committee considers that it would be in the best interests of the Company to do so. Change in control The Company’s equity incentive plan(s) contains provisions relating to a change in control which provides for full accelerated vesting of all outstanding share options, share appreciation rights and full value awards (other than performance-based awards), when a replacement award is not provided. In addition, any performance-based award for which a replacement award is not issued, will be deemed to be earned and payable with all applicable performance metrics deemed achieved at the greater of: (a) the applicable target level; or (b) the level of achievement as determined by the Committee not later than the date of the change in control, taking into account performance up to the latest date preceding the change in control as to which performance can practically be determined, but in no case, later than the end of the applicable performance period. In the event of: (i) a transformative transaction or other strategic opportunity; or (ii) a variation in share capital or other event or transaction that materially affects the value of the Company’s shares or share-based awards (including, without limitation, capitalization or rights issues, consolidations, subdivisions or reductions of share capital, demergers, extraordinary dividends or dividends in specie), an adjustment may be made to the number of shares if considered appropriate. Directors’ Remuneration Report Annual Report and Accounts 2024 Page | 73

Executive Directors Having regard to and in line with the practice for other senior employees of the Company in the relevant location/ jurisdiction, the table below summarizes the policies which will apply in respect of the various elements of compensation in the event of cessation of an Executive Director’s service with the Company, unless determined otherwise at the discretion of the Committee: Base salary Salary will continue to be paid throughout the notice period although the Committee has the discretion to make a payment in lieu of notice. A good leaver may be entitled to receive up to 18 months of base salary (inclusive of any payment in lieu of notice). Benefits Benefits will continue to be paid throughout the notice period although the Committee has the discretion to make a payment in lieu of notice. A director will not be required to repay any benefits that were provided to him/her by way of a lump sum payment, including where such payment covers a period after cessation of service. A good leaver may continue to receive a range of benefits, including without limitation, health and welfare benefits, tax preparation and perquisites, following cessation for up to 24 months. Pension Pensions will continue to be paid throughout the notice period although the Committee has the discretion to make a payment in lieu of notice. Annual bonus / STI Any accrued but unpaid annual bonuses for the prior fiscal year will be paid. A director may be entitled to an annual bonus, pro-rated if applicable and subject to performance assessment, in respect of the financial year in which the cessation occurs. A good leaver may be entitled up to an additional payment of 18 months annual bonus (based upon a three-year average). LTI Awards in shares and options will be treated in accordance with the relevant plan rules and the terms and conditions of the award. The Committee would consider whether outstanding and unvested awards should lapse on leaving or should, at the Committee’s discretion, be preserved. If awards are preserved, they would continue until the vesting date or be accelerated, and they would be pro-rated based on service over the performance period or vest in full. A good leaver may exercise vested share options up until the original expiration date under the original terms and conditions of the award, generally a three- or four-year period after the vest date. Co-investment All outstanding and unvested awards in shares and/or options will be automatically and immediately forfeited for no consideration as of cessation of service. A good leaver may exercise vested share options up until the original expiration date under the original terms and conditions of the award. Element of remuneration Loss of office payment policy An Executive Director may also be entitled to additional payments, including but not limited to certain payments or benefits which are in line with and which reflect market practice, including the provision of outplacement support, reasonable costs associated with relocation back to an individual’s home country, and tax preparation. In some countries, it may be a legal requirement to provide on-going consideration for post-termination restrictive covenants. The Committee may impose post-termination restrictive covenants on Executive Directors which continue for up to two years after cessation of service and which may require payment of appropriate consideration. Marco Sala Upon cessation of service, Marco Sala will be subject to 24 months post-termination restrictive covenants, in return for which he will receive a payment equal to the GBP equivalent of US$7.5 million as consideration. According to a severance agreement entered into between the Company and Marco Sala, subject to Marco Sala working his notice period, he is entitled to a severance payment equal to one year’s base salary (plus any amounts owed to him) and a pro-rated short term incentive bonus payment as of the date of termination based on the projection of the Company’s full year business and financial results. The severance payment is subject to the Company determining that he is a good leaver which includes, but is not limited to, circumstances involving redundancy, permanent incapacity, or retirement with the agreement of the Company. No severance payment will be made if Marco Sala’s employment is terminated for cause. Directors’ Remuneration Report Annual Report and Accounts 2024 Page | 74

Non-Executive Directors No remuneration is payable upon a Non-Executive Director’s termination, other than accrued fees (including contributions to pension organizations / social security institutions, as required by local law) and expenses, subject to the discretion of the Board. RSU awards will be treated in accordance with the relevant plan rules and the terms and conditions of the award. The Committee would consider whether outstanding and unvested awards should lapse on leaving or should, at the Committee’s discretion, be preserved. If awards are preserved, they would continue until the vesting date or be accelerated, and they would be pro-rated based on service over the period or vest in full. Directors’ Remuneration Report Annual Report and Accounts 2024 Page | 75

Remuneration Implementation Report This Remuneration Implementation Report sets out the Committee’s responsibilities and activities, how the Remuneration Policy was implemented in 2024 and the resulting payments each of the Directors received, and the planned implementation of the Remuneration Policy in 2025. The information in this report has been audited where required under applicable U.K. legislation, as indicated in the relevant sections. Compensation Committee activities The Committee assists the Board in discharging its responsibilities relating to compensation of the Company’s directors and other executive officers, and on human capital management matters (such as management succession planning, culture and employee engagement). The Committee is currently comprised of three independent Non-Executive Directors. As of the date of this report, the Committee is chaired by Gianmario Tondato Da Ruos, and its other members are Alberto Dessy and Samantha Ravich. The Committee held eight meetings during 2024, attended by members of the Committee as follows: Gianmario Tondato Da Ruos (Chair) April 2015 100 % Alberto Dessy April 2015 100 % Samantha Ravich June 2020 100 % Director Member since % of meetings attended The CEO, CFO, Global Head of People and Transformation, General Counsel, Company Secretary and the Committee’s compensation advisor, Mercer, usually attend some or all of the meetings by invitation to support the Committee as needed. These individuals are not members, and are not present when their own remuneration is discussed. During 2024, the Committee: • Reviewed and recommended for Board approval the Directors’ remuneration implementation report for the year ended 31 December 2023 and the new Remuneration Policy, both presented for shareholder approval at the 2024 AGM; • Reviewed management recommendations and advised the Board on broad compensation policies implemented or to be implemented by the Company; • Assessed the annual performance of the Executive Chair and the CEO, and advised the Board on executive officer compensation; • Reviewed the new incentive plan design, performance measures and targets; • Monitored compliance with Director and executive share ownership guidelines; • Received and discussed periodic reports and updates from the People and Transformation function on talent management and development, DEI, harassment statistics and trends, among other things; • Received and discussed reports on the Company’s talent risk trend, including mitigation measures adopted or under consideration within the Company’s risk control environment; • Assessed and confirmed the Company’s peer group; • Assessed the independence of its advisor, Mercer; • Reviewed and approved (or recommended that the Board approve) management’s proposals with respect to incentive compensation arising in connection with the Strategic Review; • Reviewed and approved (or recommended that the Board approve) proposed changes to compensation governance policies and related documents; and • Reviewed voting recommendations from proxy advisory firms on compensation-related shareholder resolutions proposed for the 2024 AGM. During 2024, the Committee was advised by Mercer in its consideration of matters in relation to executive compensation and the total fees in relation to the advice provided by Mercer to the Committee and the Board during the year were $382,148. Mercer is part of the Marsh & McLennan Companies, Inc., a global professional services firm and a third party unconnected with IGT. Mercer has been acting as independent advisor to the Committee since 2015 and the Committee has renewed Mercer’s appointment for the financial year 2025. The Committee has satisfied itself that the advice received from Mercer was objective and independent. Mercer also assists the Company by providing general consulting services, salary surveys, advice on fund performance of its 401(k) plans in the U.S., and benefits and retirement advisory work. 2024 AGM - Remuneration Implementation Report voting results At the 2024 AGM, there was an advisory vote on our remuneration implementation report. The result of the poll was as follows: Votes for 369,316,648 96.53 % Votes against 13,285,010 3.47 % Total votes cast 382,601,658 Votes withheld 1,642,224 2024 AGM - Remuneration Policy voting results At the 2024 AGM, there was a binding vote on our remuneration policy. The result of the poll was as follows: Votes for 341,520,327 89.26 % Votes against 41,075,385 10.74 % Total votes cast 382,595,712 Votes withheld 1,648,170 Directors’ Remuneration Report Annual Report and Accounts 2024 Page | 76

Single total figure of remuneration (audited) Executive Directors’ remuneration as a single figure (audited) The remuneration of the Executive Directors for the financial years ended December 31, 2024 and 2023 is set out below and relates to the performance of their roles as Executive Directors of the Parent or in connection with the management of the affairs of the Company. Marco Sala 2024 1,145 2,011 1,558 — 4,715 2,069 3,490 5,558 10,273 2023 1,006 362 1,353 — 2,721 1,965 14,810 16,775 19,496 Vince Sadusky 2024 1,500 360 12 — 1,872 2,313 1,905 4,218 6,090 2023 1,681 303 12 — 1,995 2,505 2,459 4,964 6,959 Max Chiara 2024 800 137 12 366 1,315 1,094 1,693 2,787 4,102 2023 800 138 12 500 1,449 1,243 3,603 4,845 6,295 ($’000) Salary(1) Taxable Benefits(2) Pension(3) Other(4) Total Fixed Pay STI(5) LTI(6) & Co-investment (7) Total Variable Pay Total(8) (1) Marco Sala’s annual salary as Executive Chair since his appointment to this role in January 2022 was $750,000, which was raised to $900,000 effective March 2023, paid monthly, of which 70% is paid in GBP and 30% in Euros, both of which are converted using fiscal year-to-date exchange rates. In addition to base salary, the amount includes true-up payments related to foreign currency fluctuations and tax equalization. Vince Sadusky’s annual salary is $1.5 million paid bi-weekly. In addition to base salary, the amount includes true-up payments related to tax equalization. Max Chiara’s annual salary is $800,000 paid bi-weekly. (2) Taxable benefits include the following: ($’000) Housing(a) Car & Jet Benefits Meals & Travel Allowances Insurance(b) Tax(c) Other(d) Total Taxable Benefits Marco Sala 2024 865 28 16 5 1,098 — 2,011 2023 — 27 7 5 323 — 362 Vince Sadusky 2024 194 18 — 4 75 70 360 2023 182 33 — 4 14 70 303 Max Chiara 2024 — — — 9 50 79 137 2023 — — — 9 59 70 138 (a) Marco Sala’s housing allowance payment is paid once every three years in advance in accordance with his Italian employment agreement. The amounts for Vince Sadusky represent his housing payment for his company paid apartment. (b) Includes health and life insurance. (c) Represents tax equalization related to long-term incentive and allowances as well as tax preparation services. The increase in 2024 for Marco Sala and Vince Sadusky is primarily related to the vesting of his co-investment awards in 2024 and tax gross-up payments, respectively. (d) The amounts represent the perquisite compensation contribution to Vince Sadusky and Max Chiara. The 2024 figure for Max Chiara also includes other taxable benefits such as annual physicals. (3) Marco Sala’s pension includes base pension contributions (2024: $1.2 million; 2023: $1.2 million), severance contributions (2024 $97,839; 2023: $98,929) and employer social tax contributions (2024: $273,855; 2023: $64,738), in accordance with his Italian service agreement. Vince Sadusky’s and Max Chiara’s pension includes employer contributions to their respective U.S. defined contribution 401(k) plan. Details relating to pensions are set out in the section headed “Pensions (audited)”. (4) The 2024 amount relates to a one-time cash payment of $200,000 and tax gross-ups (such payment subject to clawback if he ceases to be employed within one year from the date of payment), as an extension of Max Chiara’s initial hiring bonus installments to retain and secure his continued leadership through the closing of the Proposed Transaction. The 2023 amount relates to the fourth installment of a $2.0 million bonus as part of Max Chiara’s offer of employment to compensate for his forfeited remuneration at his previous employer, which was paid in four equal installments as follows: (i) Directors’ Remuneration Report Annual Report and Accounts 2024 Page | 77

within 30-days of his employment start date; and (ii) on each of the first, second and third anniversaries of his employment start date. He was required to remain employed with the Company through the applicable payment date to receive each installment. (5) Represents the annual bonus earned for the annual performance periods ended 2024 and 2023, paid in 2025 and 2024, respectively. Marco Sala’s amount also includes the estimated true-up payments related to foreign currency fluctuations and tax equalization. (6) Total long-term incentive is as follows: Performance Share Units(a) Total LTI Shares ($’000) Shares ($’000) Marco Sala 2024 86,059 1,693 86,059 1,693 2023 306,607 6,067 306,607 6,067 Vince Sadusky 2024 96,817 1,905 96,817 1,905 2023 124,285 2,459 124,285 2,459 Max Chiara 2024 86,059 1,693 86,059 1,693 2023 182,084 3,603 182,084 3,603 (a) The 2024 amount represents 106% of target performance share units subject to the 2022 through 2024 performance period, 50% expected to vest in 2025, and 50% expected to vest in 2026, multiplied by $19.67, the three-month average closing share price ending December 31, 2024. The share price at grant date of $22.37 is higher than the share price used as noted in this paragraph. As such, no amount of the values shown are attributable to share price appreciation. Details relating to the performance measures and achievement are set out in the section headed “Performance against performance conditions for the LTI vesting (audited)”. The 2023 amount represents 145% of target performance share units subject to the 2021 through 2023 performance period, 50% vested on May 1, 2024 multiplied by $19.90, and 50% expected to vest in 2025 multiplied by $19.67, the three-month average closing share price ending December 31, 2024. The share price at grant date of $22.70 (for Marco Sala and Max Chiara) and $26.25 (for Vince Sadusky) are higher than the share price used as noted in this paragraph. As such, no amount of the values shown are attributable to share price appreciation. (7) Total co-investment is as follows: Performance Share Units(a) Performance Options(a) Total Co-investment Shares ($’000) Shares ($’000) Shares ($’000) Marco Sala 2024 86,250 1,777 86,250 20 172,500 1,797 2023 211,250 4,352 86,250 20 297,500 4,372 (a) The 2024 amount represents 100% achievement of the Co-investment plan performance conditions for certain performance share units and share options granted in 2021 subject to Absolute TSR, which vested 100% upon shareholder approval of the Company’s 2023 financial statements at the 2024 AGM. The amount of compensation reflects the total number of shares which vested multiplied by $20.60, the closing share price on the date of the 2024 AGM. Equity compensation for share options also takes into account a grant date strike price of $20.37. The share price at grant date of $20.37 is lower than the share price used as noted in this paragraph. As such, the amounts above include share price appreciation of $39,675. Details relating to the performance measures and achievement are set out in the section headed “Performance against performance conditions for the Co-investment plan vesting (audited)”. The 2023 amount represents 100% achievement of the Co-investment plan performance conditions for certain performance share units and share options granted in 2021, which vested 100% upon shareholder approval of the Company’s 2023 financial statements at the 2024 AGM. The amount of compensation reflects the total number of shares which vested multiplied by $20.60, the closing share price on the date of the 2024 AGM. Equity compensation for share options also takes into account a grant date strike price of $20.37. The share price at grant date of $20.37 and $19.87 are lower than the share price used as noted in this paragraph. As such, the amounts above include share price appreciation of $130,925. (8) Marco Sala’s total remuneration reflects all remuneration related to his employment contract with the Parent, and for the avoidance of doubt, under his employment contract with Lottomatica S.p.A., which merged with and was absorbed by IGT Lottery S.p.A. (formerly Lottomatica Holding S.r.l.), effective December 1, 2018. Directors’ Remuneration Report Annual Report and Accounts 2024 Page | 78

Non-Executive Directors’ remuneration as a single figure (audited) The remuneration of the Non-Executive Directors for the financial years ended December 31, 2024 and 2023 is set out below and relates to the performance of their role as a Non-Executive Director of the Parent. Alberto Dessy(4) 2024 119 16 191 326 2023 122 3 153 278 Enrico Drago(5) 2024 75 — 191 266 2023 — — 22 22 Marco Drago(6) 2024 37 6 — 43 2023 100 3 153 256 Ashley M. Hunter 2024 100 5 191 296 2023 100 3 153 256 James McCann (Vice Chair, Lead Independent Director and Chair of the Nominating and Governance Committee) 2024 140 3 210 354 2023 140 18 168 326 Heather McGregor 2024 100 2 191 293 2023 100 — 153 253 Lorenzo Pellicioli 2024 100 6 191 297 2023 100 3 153 256 Maria Pinelli (Chair of the Audit Committee) 2024 140 10 191 341 2023 140 18 153 308 Samantha Ravich 2024 100 6 191 297 2023 100 3 153 256 Gianmario Tondato Da Ruos (Chair of the Compensation Committee) 2024 130 3 191 324 2023 130 3 153 286 ($’000) Retainers Other fees(1) Restricted Share Units(2) Total(3) (1) Relates to reimbursable expenses incurred in the course of duties, including any tax liabilities arising paid by the Company under applicable tax laws, and primarily relate to meal and travel expenses for attending Board meetings in the U.K. as well as tax preparation. The 2023 amounts have been updated to reflect the actual reimbursable expenses incurred. (2) The 2024 amounts reflect the number of restricted share units granted on May 14, 2024 multiplied by $19.67, the three-month average closing share price ending December 31, 2024. The restricted share units vest on the date of the 2025 AGM. The 2023 amounts have been updated to reflect the number of restricted share units granted on May 9, 2023 multiplied by the share price on the vesting date of the 2024 AGM, $20.60. (3) Non-Executive Directors are not eligible to receive variable remuneration; therefore, total remuneration equals fixed remuneration. (4) Alberto Dessy’s retainers include a 4% stipend related to Italian regulatory requirements by virtue of the payment of fees and the grant of equity awards. (5) Enrico Drago was appointed to the Board on April 1, 2024 and received a pro-rated amount of compensation for his services during the year. (6) Marco Drago stood down from his position as a Director at the conclusion of the 2024 AGM and his term ended on May 14, 2024. He received pro-rated amount of compensation for his services during the year. Directors’ Remuneration Report Annual Report and Accounts 2024 Page | 79

Performance against performance conditions for the annual bonus program (audited) Annual bonuses under the STI compensation plan are earned by reference to the financial year and paid in March following the end of the financial year. The Committee reviews the performance measures and targets of the STI plan annually to evaluate whether these measures remain appropriately aligned to the Company’s overall business strategy. Payment to the Executive Directors under the 2024 STI plan was based on both (i) pre-determined financial performance metrics, including Consolidated Adjusted Operating Income (“OI”) (excluding Purchase Price Accounting), Consolidated Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”), and Consolidated Adjusted Net Debt, and (ii) individual Management by Objectives (“MBOs”). During the year, the Committee approved modifications to the 2024 STI plan for Executive Directors and employees continuing with the Company after the Proposed Transaction closes. The changes include excluding IGT Gaming’s performance for the six months ended December 31, 2024 from key financial metrics reflecting the Company’s management approach since announcing the Proposed Transaction and allowing adjustments to performance metrics to exclude non-recurring impacts from the Proposed Transaction. These modifications were aimed at preserving the original incentive objectives while ensuring fair measurement of ongoing operational performance. The Committee considers that aligning the incentive plan with the Company’s operational goals not only strengthens business performance, but also enhances the value of contributions from participants. The table below sets out the 2024 STI plan financial metrics and actual performance and the bonuses accruing in 2024 for each Marco Sala, Vince Sadusky and Max Chiara. Financial Performance Measures Personal Performance Measures - ($ in millions) MBOs Payout Consolidated Adjusted OI(1) Consolidated Adjusted EBITDA(1) Consolidated Adjusted Net Debt(2) Weighting 25% 25% 30% 20% Threshold $793.6 $1,291.0 $5,079.0 Target $881.8 $1,434.4 $4,955.0 Maximum $970.0 $1,577.8 $4,831.0 Marco Sala(3) 2024 Performance 106.0% 101.0% 200.0% 200.0% Payout % 26.5% 25.4% 60.0% 40.0% Payout as % of Target 129.6% Payout as % of Maximum 64.8% Vince Sadusky(4) 2024 Performance 113.0% 103.0% 200.0% 200.0% Payout % 28.4% 25.8% 60.0% 40.0% Payout as % of Target 154.2% Payout as % of Maximum 77.1% Max Chiara(5) 2024 Performance 120.0% 105.0% 200.0% 200.0% Payout % 30.0% 26.3% 60.0% 40.0% Payout as % of Target 156.3% Payout as % of Maximum 78.1% (1) In connection with the Proposed Transaction, Consolidated Adjusted OI and Consolidated Adjusted EBITDA were modified during the year to consider the measure of total (i) company profit performance on a consolidated basis for the six months ended June 30, 2024, plus (ii) company profit performance from continuing operations only for the six months ended December 31, 2024, as reported in the Company’s consolidated financial statements for the financial year ended December 31, 2024. (2) Consolidated Adjusted Net Debt is based on net debt of the Company plus “Cash and cash equivalents” attributed to discontinued operations as reported in the Company’s consolidated financial statements for the financial year ended December 31, 2024. (3) Target payment to Marco Sala is based on 150% of his salary with a maximum opportunity of 194.4% of his base salary. (4) Target payment to Vince Sadusky is based on 100% of his salary with a maximum opportunity of 167% of base salary. (5) Target payment to Max Chiara is based on 87.5% of his salary with a maximum opportunity of 175% of his base salary. Directors’ Remuneration Report Annual Report and Accounts 2024 Page | 80

Marco Sala and Vince Sadusky Marco Sala and Vince Sadusky shared the same MBOs under the 2024 STI plan. Their MBOs relate to (i) developing a framework for the continuing Lottery operations and a compelling long-term business plan, including preparation of a capital markets presentation to be delivered upon the closing of the Proposed Transaction, and (ii) preparing for the separation and spin-off of IGT Gaming to ensure Day 1 operational readiness, including functional stand-up plans to address the separation and contingency activities. In all instances, these objectives were delivered at a maximum level of performance. Marco, in collaboration with Vince, established a comprehensive equity story for the Lottery operations, leveraging on strategic insights and benchmarking against industry standards, which strengthened stakeholder confidence and supported alignment with the Company’s objectives. A robust long-term business plan for 2024-2028 was developed, incorporating the OPtiMa 3.0 cost savings initiative and various financial and operational scenarios to support growth and profitability goals, with the final 2025-2029 plan scheduled for Board review in February 2025. Additionally, the said Directors ensured Day 1 operational readiness by refreshing functional separation plans, addressing preparedness for transition service arrangements and delivering stand-up plans on schedule, while managing challenges including cyber incident impacts and employee transfers without compromising readiness. Their strategic approach as well as proactive and collaborative leadership were particularly valuable in navigating complex operational challenges while maintaining momentum toward organizational success. Max Chiara The MBOs for Max Chiara relate to (i) leading finance efforts for the IGT Gaming separation, including financial due diligence, operational planning and developing standalone financial models for the continuing Lottery operations, (ii) developing and executing a compelling long-term business plan and equity story for the continuing Lottery operations, targeting key updates by 2024 or 2025, and (iii) reviewing and achieving capital-controlled cash flow targets while ensuring accurate reporting and forecasting processes across the business. In all instances, these objectives were delivered at a high level of performance, consistently meeting or exceeding timelines and receiving strong endorsement from key stakeholders, including the Board and external partners. Max led the finance resources in executing critical steps for the separation and spin-off of IGT Gaming. He successfully directed financial due diligence, executed separation planning and established robust post-closure financial reporting frameworks. Additionally, cash flow management significantly exceeded maximum performance targets. Max’s precise execution of these complex initiatives, combined with his strategic and operational leadership, is instrumental to the organization’s success. Performance against performance conditions for the LTI vesting (audited) The amount included for performance share units in the 2024 single total figure of remuneration reflects the performance share units granted in 2022. Vesting was dependent on performance over three financial years ended on December 31, 2024 and continued service until the vesting date in 2025 for 50% of the units earned and the vesting date in 2026 for the remaining 50% of units earned. The vesting date is expected to be in May 2025 and May 2026, respectively. During the year, the Committee approved modifications to the 2022-2024 LTI plan for Executive Directors and employees continuing with the Company after the Proposed Transaction closes. The changes include setting the Relative TSR Payment Factor at target level (thereby mitigating any short-term share price impact as a result of the Proposed Transaction on the outcome of the award) and allowing adjustments to performance metrics to exclude non-recurring impacts from the Proposed Transaction. These modifications were aimed at preserving the original incentive objectives while ensuring fair measurement of ongoing operational performance. The Committee considers that aligning the incentive plan with the Company’s operational goals not only strengthens business performance, but also enhances the value of contributions from participants. Directors’ Remuneration Report Annual Report and Accounts 2024 Page | 81

The performance achieved against the performance targets is shown below: 2022-2024 ($ in millions) Weighting Threshold Target Maximum 2024 Performance Performance % of Target Payout % Consolidated Adjusted EBITDA 25% 5,429.3 5,714.8 6,000.8 5,727.0 100.2% 100.7% Consolidated Adjusted Free Cash Flow 75% 1,842.6 1,992.1 2,290.8 2,131.0 107.0% 107.4% EBITDA/Free Cash Flow Result 105.7% Relative TSR Modifier <25th 60th >75th N/A 100.0% 100.0% Performance results (% of Target)(1) 105.7% Total units earned (% of Maximum)(2) 91.1% (1) The performance results weighted as the product of (a) the Consolidated Adjusted EBITDA and Free Cash Flow Payment Matrix (105.7%) multiplied by (b) relative Total Shareholder Return percentile payout (100.0%). (2) The maximum number of shares to be earned under the plan is 116% of target. Performance against performance conditions for the Co-investment plan vesting (audited) In 2021, the Company entered into a Co-investment plan with Marco Sala. Marco’s appointment as Executive Chair of the Board, effective January 24, 2022, did not impact any of the vesting conditions for awards granted under the plan. The Co-investment plan was intended to align Marco’s interests with those of the Company’s shareholders. Under the Co-investment plan, the Company matched Marco’s commitment to hold his ordinary shares on a 1:1 basis (up to 470,000 shares), comprising a matching grant of up to 345,000 shares, awarded half in performance share units and half in share options on May 11, 2021, and a matching grant of up to 125,000 shares awarded in performance share units on July 28, 2021. The vesting of certain performance share units and share options awarded under the Co-investment plan was dependent upon achievement of certain performance conditions for the measurement period ended December 31, 2023 and continued service until May 2024. These performance share units (211,250) and share options (86,250) were achieved at target following shareholders’ approval of the Company’s 2023 financial statements at the AGM in May 2024 and were disclosed in the prior year. The measurement period for the performance share units (86,250) and share options (86,250) subject to the Absolute Total Shareholder Return (“TSR”) financial metric ended upon approval of the Company’s 2023 financial statements at the 2024 AGM. Achievement of the Absolute TSR is based on the share price being equal to or greater than 20% over the period commencing on the grant date (the initial price of $17.18 is equal to the 20-day trading average share price ending on the date of grant) and ending on the date of approval of the Company’s 2023 financial statements (the final price is equal to the 60-day trading average share price ending on the approval of the Company’s 2023 financial statements at the 2024 AGM). The vesting of these performance share units and options was also subject to Marco’s continued service as a director until the AGM in May 2024. The performance achieved against the performance targets is shown below: Co-investment plan Target Performance Shares subject to metric Target Performance Options subject to metric Performance % of Target Payout % Absolute Total Shareholder Return(1) 86,250 86,250 182.0% 100.0% Performance results (% of Target) 100.0% Total units earned (% of Maximum) 100.0% (1) The performance share units and share options subject to the Absolute TSR financial metric were achieved upon approval of the Company’s 2023 financial statements at the 2024 AGM. The average share price for the 60 consecutive trading days ended May 14, 2024 was $24.00, which shows TSR at 36.38% versus the 20% target increase over the initial price of $17.18. Directors’ Remuneration Report Annual Report and Accounts 2024 Page | 82

Interests and vesting criteria of awards made during the financial year (audited) LTI - Performance share units (audited) 2024-2026 LTI awards - Performance share units The award will vest 50% in 2027 and 2028, respectively, based on cumulative performance over the 2024 through 2026 period and continued service through the vesting dates. The award also provides for full vesting in the event of death, and pro rata vesting in the event of disability. The details of these awards are included in the table below: Executive Director Type of Award Maximum Units Proportion of maximum award vesting at minimum performance Price on Grant Date Face Value on Grant Date(1) ($’000) Marco Sala Performance Share Units 137,792 10% $20.10 2,770 Vince Sadusky Performance Share Units 310,035 10% $20.10 6,232 Max Chiara Performance Share Units 172,241 10% $20.10 3,462 (1) The face value on grant date is calculated as the maximum number of units which could be earned under the award multiplied by the Price on Grant Date of May 9, 2024. The vesting of the performance share units under the 2024-2026 LTI award is tied to the three performance metrics based on performance in 2024 through to 2026 as follows. • Three-Year Cumulative Consolidated Adjusted EBITDA Profitability measure • Three-Year Cumulative Consolidated Adjusted Free Cash Flow Use of cash • Relative TSR Performance against peers Three-Year Cumulative Consolidated Adjusted EBITDA (“Three-Year Adjusted EBITDA”) This performance metric refers to the cumulative Adjusted EBITDA of the Company as reported in the annual public press releases issued by the Company for the three years ending December 31, 2026. The performance share units subject to this vesting criteria may be greater than, equal to, or less than the original amount of target based on actual performance, relative to the target as follows: Three-Year Adjusted EBITDA Target < 95% 95% 100% ≥ 105% % Vesting —% 20% 100% 116% The Committee may exercise its right to make reasonable adjustments in order to preserve the incentives intended at the time of grant. Three-Year Cumulative Consolidated Adjusted Free Cash Flow (“Three-Year Free Cash Flow”) This performance metric refers to the cumulative Free Cash Flow of the Company as reported in the annual public press releases issued by the Company for the three years ending December 31, 2026. The performance share units subject to this vesting criteria may be greater than, equal to, or less than the original amount of target based on actual performance, relative to the target as follows: Three-Year Adjusted Free Cash Flow Target < 92.5% 92.5% 100% ≥ 115% % Vesting —% 20% 100% 116% The Committee may exercise its right to make reasonable adjustments in order to preserve the incentives intended at the time of grant. Relative TSR Payment Factor The Relative TSR Payment Factor is based on relative TSR for the companies included in the Russell MidCap Index as of the first day of the measurement period. The measurement period is the period commencing on January 1, 2024 and ending on December 31, 2026. After the Three-Year Adjusted EBITDA and Three-Year Free Cash Flow performance metrics are calculated, the TSR modifier is applied to the calculated vesting. Performance Factor The Performance Factor is the product of the Three-Year Adjusted EBITDA and Three-Year Free Cash Flow multiplied by the Relative TSR Payment Factor. Actual vesting under the plan can range from 0% to 145% if all maximum targets are met. Directors’ Remuneration Report Annual Report and Accounts 2024 Page | 83

Pensions (audited) Marco Sala Marco Sala participates in the Company’s Italian pension funds at the same rates at which other eligible employees participate, which rates may differ by reference to entry date into the plan and job level. The amount in the single-figure table reflects Marco’s Italian pension under his service agreement with Lottomatica S.p.A. which merged with and was absorbed by IGT Lottery S.p.A., formerly Lottomatica Holding S.r.l. (“Lottomatica”), effective December 1, 2018, and the Italian integrative pension fund, both of which are structured as a contribution scheme. Under the pension fund subject to his service agreement, the employee contribution rate is equal to 10.19% and the employer quota is approximately 27% of base salary, allowances and annual bonus. Marco’s contributions subject to the Italian integrative pension fund (PREVIP) are levied at a rate of 3.45% and employer contributions are 8.55% of base salary. Both pension funds’ contribution rates are applied to Marco’s remuneration earned under both of his service agreements with the Parent and IGT Lottery S.p.A., as disclosed in the single figure table. Employer contributions are allocated to the Parent and IGT Lottery S.p.A. based on remuneration earned under such agreement. In addition, the Company makes mandatory contributions to PREVIP for TFR (Italy’s severance program) at a rate of 6.9% of Marco’s base salary, allowances and annual bonus earned under both of his service agreements. At the time Marco’s employment ends with the Company, he may receive this benefit as a lump sum payment or keep the balance in PREVIP. As of December 31, 2024, there was no accrual for an Italian severance payment for Marco. The estimated retirement date for Marco is in January 2027 which, in accordance with Italian regulations, could be postponed to March 2027. Vince Sadusky Vince Sadusky is eligible to participate in the Company’s U.S. defined contribution 401(k) plan, which is offered to all U.S. employees. IGT provides a 3.5% company match on the first 6% of employee contributions as follows: 100% match on the first 1% of employee contributions and 50% match on the next 5% of employee contributions, subject to the U.S. Internal Revenue Services (IRS) limits then in effect, which were $23,000 in 2024 with an additional “catch-up” contribution of $7,500 for employees age 50 or older as of December 31, 2024. Max Chiara Max Chiara is eligible to participate in the Company’s U.S. defined contribution 401(k) plan, which is offered to all U.S. employees. IGT provides a 3.5% company match on the first 6% of employee contributions as follows: 100% match on the first 1% of employee contributions and 50% match on the next 5% of employee contributions, subject to the U.S. Internal Revenue Services (IRS) limits then in effect, which were $23,000 in 2024 with an additional “catch-up” contribution of $7,500 for employees age 50 or older as of December 31, 2024. Payments to past Directors and payments for loss of office (audited) Marco Drago retired as a member of the Board on May 14, 2024. His fees and restricted share units awarded in 2023, which vested on May 14, 2024 in accordance with the terms of the award agreement, have been included in the Non-Executive Directors’ remuneration as a single figure table of this report. Marco Drago has not received any other remuneration or payments upon ceasing to be a Director. Other than the foregoing, there were no payments of money or other assets made to any Director or for loss of office, in each case, at any time during the financial year ended December 31, 2024. Statement of Director’s shareholding and share interests (audited) Share Ownership Guidelines Executive Directors are required to acquire and maintain shares with a fair market value equal to at least three times base salary (which is the case for the current CFO, Max Chiara) and a maximum of at least five times base salary (which is the case for the current Executive Chair, Marco Sala, and CEO, Vince Sadusky). Shares included in the ownership criteria include shares which are beneficially owned regardless of whether the shares were issued under a Company plan or purchased on the market, and vested shares held in trust for the benefit of the Executive Director or his family members. Unearned performance shares do not count towards the ownership criteria until such shares have been earned. Unvested restricted share units and unexercised share options are not taken into account for purposes of the guidelines. If the Executive Director has a co-investment plan, 50% of shares committed to the co-investment will not be taken into account for purposes of the guidelines. Executive Directors must hold all of the net settled shares they receive under the LTI plan and the co-investment plan for a period of at least five years from the date of grant. The period expires on the fifth anniversary of the date of grant, Directors’ Remuneration Report Annual Report and Accounts 2024 Page | 84

provided the relevant director meets his or her holding requirements under the Share Ownership Guidelines. Upon cessation of employment, Executive Directors are required to hold (i) during the first year post departure, the lower of their respective shareholding guideline and the actual shareholding immediately prior to departure, and (ii) during the second year post departure, the lower of 50% of their respective shareholding guideline and the actual shareholding at the start of the second year post departure. Beginning November 10, 2020 (or five years after joining the Board if such date is subsequent to November 10, 2020), a Non-Executive Director is expected to hold, for as long as he or she remains on the Board, ordinary shares of the Parent that have a fair market value equal to at least three times the base annual retainer amount then in effect for that Non-Executive Director. Unvested restricted share units and unexercised share options are not taken into account for the purposes of the guidelines. Non-compliant Non-Executive Directors are prohibited from selling shares of the Parent until they have met their applicable target level of share ownership, excluding any shares sold to cover any applicable tax withholding requirements, or the exercise price of any share options or nominal value of shares, or broker fees (if any). The Committee has the discretion to amend the shareholding guidelines at any time. Executive Directors’ interests in share awards (audited) The table below sets out details of the interests of the Executive Directors in share awards for the year ended December 31, 2024: Marco Sala May 9, 2024 — 95,029 — 95,029 $20.10 2026 2027 & 2028 May 5, 2023 73,260 — — 73,260 $27.49 2025 2026 & 2027 May 4, 2022 81,400 — — 81,400 $22.37 2024 2025 & 2026 Jul 28, 2021 125,000 — (125,000) — $19.87 2023 2024 May 18, 2021 313,657 95,153 (255,506) 153,304 $22.70 2022 & 2023 2023, 2024 & 2025 May 11, 2021 172,500 — (172,500) — $20.37 2023 & 2024 2024 Vince Sadusky May 9, 2024 — 213,817 — 213,817 $20.10 2026 2027 & 2028 May 5, 2023 164,835 — — 164,835 $27.49 2025 2026 & 2027 May 4, 2022 91,575 — — 91,575 $22.37 2024 2025 & 2026 Jan 24, 2022 85,714 38,571 (62,140) 62,145 $26.25 2023 2024 & 2025 Jan 24, 2022 285,714 — — 285,714 $26.25 Not Applicable 2025 Max Chiara May 9, 2024 — 118,787 — 118,787 $20.10 2026 2027 & 2028 May 5, 2023 73,260 — — 73,260 $27.49 2025 2026 & 2027 May 4, 2022 81,400 — — 81,400 $22.37 2024 2025 & 2026 May 18, 2021 186,272 56,508 (151,737) 91,043 $22.70 2022 & 2023 2023, 2024 & 2025 Date of Grant Awards Held at January 1, 2024 Granted/ Performance Adjustments During the Year(1) Shares Vested During the Year Awards Held at December 31, 2024 Market Price at Grant Date End of Performance Period Vesting Date (1) Increases relate to adjustments for actual performance achieved. Directors’ Remuneration Report Annual Report and Accounts 2024 Page | 85

Executive Directors’ interests in share options (audited) The table below sets out details of the interests of the Marco Sala in share options which are outstanding as of December 31, 2024: Date of Grant Awards Held at January 1, 2024 Granted/ Performance Adjustments During the Year Exercised During the Year Expired During the Year Awards Held at December 31, 2024 Exercise Price(1) End of Performance Period Vesting Date Expires On May 11, 2021 172,500 — — — 172,500 $20.37 2024 2024 2028 (1) The market price at grant date is equal to the exercise price of the share option. Neither Vince Sadusky nor Max Chiara have any interests in share options as of December 31, 2024. Executive Directors’ total share interests (audited) The table below shows the Executive Directors’ share interests as of December 31, 2024, including shares held by connected persons. Executive Director Restricted Share Units Performance Share Units Share options Total of Outstanding Shares and Options Shares Beneficially Owned Outright(1) Marco Sala — 402,993 172,500 575,493 1,487,657 Vince Sadusky 285,714 532,372 — 818,086 118,294 Max Chiara — 364,490 — 364,490 165,718 (1) Marco Sala and Max Chiara met the target ownership level as prescribed by the Share Ownership Guidelines, but not Vince Sadusky who only became subject to the guidelines since his appointment as CEO in January 2022, but is expected to meet the target ownership level in the next two to three years. In any event, all Executive Directors remain subject to the holding requirements prescribed by the Share Ownership Guidelines as detailed in the section headed “Share Ownership Guidelines” on page 84. Non-Executive Directors’ share interests (audited) The table below shows the Non-Executive Directors’ share interests as of December 31, 2024, unless otherwise noted, including shares held by connected persons. Non-Executive Directors do not have share options outstanding. Alberto Dessy 9,708 77,651 Enrico Drago 9,708 35,986 Ashley M. Hunter 9,708 17,235 James McCann 10,679 93,800 Heather McGregor 9,708 48,765 Lorenzo Pellicioli 9,708 172,732 Maria Pinelli 9,708 17,675 Samantha Ravich 9,708 45,583 Gianmario Tondato Da Ruos 9,708 87,858 Name Restricted Share Units Shares Beneficially Owned Outright(1) (1) Each of the Non-Executive Directors have met the target ownership level as prescribed by the Share Ownership Guidelines as detailed in the section headed “Share Ownership Guidelines” on page 84. (2) Marco Drago stood down from his position as a Director at the conclusion of the 2024 AGM and his term ended on May 14, 2024. He does not have any outstanding equity subject to the Company’s incentive plans. Directors’ Remuneration Report Annual Report and Accounts 2024 Page | 86

Performance graph and table Total shareholder return (TSR) The chart below shows the TSR index for the Company as against the Russell Midcap Index. The Company considers it appropriate to benchmark its performance to the Russell Midcap Index due to the Company’s nature and size. Period Ended Index Value TSR Performance Company Russell Midcap Index 29 June 2015 31 Dec 2015 31 Dec 2016 31 Dec 2017 31 Dec 2018 31 Dec 2019 31 Dec 2020 31 Dec 2021 31 Dec 2022 31 Dec 2023 31 Dec 2024 0 50 100 150 200 250 300 350 (1) TSR is calculated using the 60-day average price for the Parent’s ordinary shares and the Russell Midcap Index for the 60 days period before the start and end dates of each period; the calculation incorporates the impact of dividends. For each financial year, the TSR performance has been normalized to align with the Company’s methodology for dividend treatment in TSR calculations, resulting in a reduction of the Company’s index value. Total remuneration of the CEO 2015(1)(2) 2016 2017 2018(2) 2019 2020 2021(2) 2022(1)(3) 2023 2024 Marco Sala Marco Sala Marco Sala Marco Sala Marco Sala Marco Sala Marco Sala Marco Sala Vince Sadusky Vince Sadusky Vince Sadusky Total remuneration ('000) $9,646 $7,554 $9,239 $19,487 $6,499 $10,396 $8,167 $2,016 $12,208 $6,959 $6,090 Annual bonus paid (% of maximum) 75% 82% 61% 78% 83% —% 95% —% 84% 84% 84% LTI vesting (% of maximum) 78% 72% 86% 37% 26% —% 18% 100% —% —% 88% (1) Marco Sala was CEO of the Company from April 7, 2015 to January 24, 2022, when he assumed the role of Executive Chair. Prior to this time, he was a director of the Company’s predecessor entities. The 2022 amount for Marco Sala reflects a pro-rata payment received by him in his role as CEO which includes salary, benefits, and true-up payments related to foreign currency fluctuations and tax equalization. (2) Total remuneration includes a housing allowance paid to Marco Sala once every three years in accordance with his IGT Lottery S.p.A. (formerly Lottomatica) contract. (3) Vince Sadusky was appointed to the role of CEO effective January 24, 2022. The 2022 amount for Vince Sadusky reflects his remuneration in his role as CEO. Relative importance of spend on pay The following table shows the year-on-year movement in total remuneration of all employees, compared to the level of distributions to shareholders by way of dividend and share buyback in respect of the financial years ended December 31, 2024 and 2023: Period Ending Millions $1,194.2 $160.2 $1,252.4 $161.2 2023 2024 Total Pay(1) Distributions to shareholders(2) 0 200 400 600 800 1,000 1,200 1,400 (1) The total pay increased 5% in 2024 when compared to 2023, based on constant 2023 foreign currency rates. The Company is not aware of any other extraordinary payments utilizing cash flow or profit. Total Pay includes wages, benefits, annual bonus, long-term incentive compensation and training and other personnel costs. Total Pay in 2024 is calculated at the prior year’s foreign exchange rate to 2023 actual Total Pay. (2) Includes payment of dividend and share buyback; there were no share repurchases in 2023 and 2024. Directors’ Remuneration Report Annual Report and Accounts 2024 Page | 87

Percentage change in Director and employee remuneration The following table compares the annual percentage change, year over year, of each Director’s remuneration to the Company’s employees as a whole, in all jurisdictions, calculated on a full-time equivalent basis. Employees(1) 4% 15% (24)% 3% 12% 1% 7% 3% (6)% 4% (8)% 100% (8)% (1)% (100)% Executive Directors Marco Sala(2) 14% 456% 5% 26% (82)% (6)% (30)% 20% (42)% 17% 494% 100% (23)% 6% (100)% Vince Sadusky(3) (11)% 19% (8)% 24% 20% -% 868% - - (5)% - - (5)% - - Max Chiara(4) -% -% (12)% -% 36% (5)% -% 9% (4)% 76% (68)% 100% - - - Non-Executive Directors(5) Alberto Dessy(6) 8% - - 4% - - 7% - - 2% - - 2% - - Enrico Drago(7) - - - - - - - - - - - - - - - Ashley M. Hunter 2% - - (2)% - - -% - - - - - - - - James McCann (9)% - - 5% - - 8% - - (13)% - - (17)% - - Heather McGregor 2% - - -% - - -% - - -% - - -% - - Lorenzo Pellicioli(8) 3% - - (17)% - - (17)% - - -% - - -% - - Maria Pinelli (5)% - - 9% - - -% - - - - - - - - Samantha Ravich(9) 3% - - 3% - - -% - - -% - - 136% - - Gianmario Tondato Da Ruos -% - - 2% - - -% - - -% - - -% - - 2024 2023 2022 2021 2020 Salary Benefits STI Salary Benefits STI Salary Benefits STI Salary Benefits STI Salary Benefits STI (1) Employee percentages exclude payments made to Executive Directors. (2) Marco Sala was CEO until January 24, 2022, when he assumed the role of Executive Chair; therefore, the change in salary in 2022 reflects the change in the amount he received due to the change in his role, while the change in 2023 reflects primarily the increase in his annual salary effective March 2023. Marco received his housing allowance payment in 2024, which is paid once every three years in advance in accordance with his Italian employment agreement. (3) Vince Sadusky was a Non-Executive Director until January 24, 2022, when he assumed the role of CEO; therefore, the change in salary in 2022 reflects the change in the amount he received due to the change in his role. The changes in 2023 and 2024 reflect increases or decreases in tax gross-ups on salary and benefits, as the case may be. (4) Max Chiara joined the Company in April 2020, therefore no change in 2020 is reflected in the table above. (5) Non-Executive Directors do not receive benefits or short-term incentives. The amount reflects the annual retainers and other fees (primarily relating to reimbursable expenses incurred in the course of duties) received. Year on year changes reflected in the table primarily relate to increases or decreases in the other fees (i.e. not the annual retainer), unless indicated otherwise. (6) Alberto Dessy’s fees include a 4% stipend related to Italian regulatory requirements by virtue of the payment of fees and the grant of equity awards. The change in the amount year over year also reflects the amount calculated by virtue of such payment. (7) Enrico Drago joined the Company in April 2024, therefore no change in 2024 is reflected in the table above. (8) Effective January 24, 2022, Lorenzo Pellicioli retired as Chair of the Board and became a Non-Executive Director; therefore, the change in 2022 reflects the change in the amount he received due to the change in his role. (9) Samantha Ravich was appointed to the Board on July 31, 2019 and received a pro-rated amount of compensation for her services in 2019. Directors’ Remuneration Report Annual Report and Accounts 2024 Page | 88

CEO pay ratios The following table shows the ratio between the total pay of the CEO and the lower quartile, median and upper quartile pay of our UK employees. Year Method 25th percentile pay ratio Median pay ratio 75th percentile pay ratio 2024 Option A 108:1 73:1 48:1 2023 Option A 162:1 109:1 64:1 Total pay and benefits amounts of U.K. employees used to calculate the ratio are as follows: 25th percentile (Lower quartile) Median 75th percentile (Upper quartile) Year Total pay and benefits Base salary Total pay and benefits Base salary Total pay and benefits Base salary 2024 $56,439 $53,423 $83,144 $75,564 $126,144 $108,604 2023(1) $49,113 $44,847 $73,514 $72,309 $124,315 $96,511 (1) As the median employee was hired in August 2023, they did not receive any variable pay awards for 2023. Our ratios have been calculated using the ‘Option A’ methodology prescribed under the U.K. Companies (Miscellaneous Reporting) Regulations 2018. Under this option, the ratios are calculated using full-time equivalent pay and benefits of all employees providing services in the U.K. as at 31 December 2024. We believe this approach provides accurate information and representation of the ratios. The 2024 ratio has been computed taking into account the pay and benefits of 320 U.K. employees, and full-time equivalent fixed pay and benefits for each employee have been calculated by using each employee’s data as at 31 December 2024. We calculated our pay quartiles and benefits information for our U.K. employees using: • Full-time equivalent annualized fixed pay, which includes salary and allowances, as at 31 December 2024; • Variable pay awards for 2024; and • Company’s contributions to pension schemes. Total pay and benefits for the CEO for 2024 is the value reported in the single figure of remuneration table for Vincent Sadusky. The CEO pay ratios for all quartiles, including the median quartile, fell in 2024 compared to 2023. This decline was primarily due to lower CEO remuneration as reported in the single figure of remuneration table, reflecting reduced annual performance bonuses and long-term incentive payments, combined with a lower share price. While employee base salaries increased during this period, the CEO's base salary remained unchanged. The median pay ratio, as disclosed above, is a multifaceted reflection of the strategic compensation practices that are designed to attract and retain top executive talent, incentivize exceptional performance, and align with the overarching goals and complexities of the Company. This ratio, while notable, is a product of deliberate policy decisions shaped by industry standards, the nature of the CEO role, and the strategic objectives of IGT. IGT’s strategic compensation practices are considered at every level within our U.K. population, and on a global scale, to ensure consistency. Directors’ Remuneration Report Annual Report and Accounts 2024 Page | 89

Implementation of the Remuneration Policy for the year ending December 31, 2025 This section sets out how the Company intends to implement the proposed Remuneration Policy for the financial year ending December 31, 2025. Executive Director Salary As of the date of this Directors’ Remuneration Report, the annual base salary of the Executive Directors is as set out below. 2025 2024 Percentage Change Marco Sala(1) $900,000 $900,000 —% Vince Sadusky $1,500,000 $1,500,000 —% Max Chiara $800,000 $800,000 —% (1) Annual salary is paid 70% in the U.K. in pounds sterling and 30% in Italy in Euros. This payment arrangement requires periodic true-ups for currency fluctuations to ensure he is paid $900,000 annually, effective March 1, 2023. Benefits Each Executive Director will continue to be eligible to receive certain health, welfare and other benefits including health and life insurance, tax preparation services, tax equalization, and housing and car allowances or a cash perquisite allowance in lieu of housing, car or other allowances. Pension Marco Sala will continue to participate in the Company’s Italian pension under his service agreement with IGT Lottery S.p.A (formerly Lottomatica) and the Italian integrative pension fund, both of which are structured as a contribution scheme. Under the pension fund, in accordance with his service agreement, the employee contribution rate is equal to 10.19% and the employer quota is approximately 27% of base salary, allowances and annual bonus. Marco’s contributions to the Italian integrative pension fund are levied at a rate of 3.45% and employer contributions are 8.55% of base salary. Both pension funds’ contribution rates are applied to Marco’s remuneration earned under both of his service agreements with the Parent and IGT Lottery S.p.A. In addition, the Company makes mandatory contributions to PREVIP for TFR (Italy’s severance program) at a 6.9% rate of Marco’s base salary, allowances and annual bonus earned under both of his service agreements. Employer contributions are allocated to the Parent and IGT Lottery S.p.A. based on remuneration earned under such agreement. Vince Sadusky and Max Chiara will continue to participate in the Company’s defined contribution 401(k) plan. IGT provides a 3.5% company match on the first 6% of employee contributions. Annual Bonus Each Executive Director will continue to participate in the Company’s annual bonus, with a maximum annual bonus award opportunity as set out below: • Marco Sala - $1.75 million (2024: $1.75 million) • Vince Sadusky - 167.0% of base salary (2024: 167.0%) • Max Chiara - 200.0% of base salary (2024: 175.0%) Following a comprehensive review of executive compensation in 2024, the Committee increased Max Chiara’s short-term incentive target from 87.5% to 100% of base salary. This decision was based on Max’s base salary having remained unchanged since joining the Company in 2020 and his significant contributions particularly towards the Proposed Transaction. Such level of increase is also supported by peer benchmarking, aligning his short-term incentive target with the peer group median. The Company’s annual bonus for fiscal year 2025 is expected to be based on a mix of predetermined company financial metrics (80%) - Consolidated Adjusted EBITDA (30%), Consolidated Adjusted EBITDA minus Capital Expenditure (30%) and Consolidated Revenue (20%) - and individual performance metrics (20%), as approved by the Committee to ensure they appropriately align to the overall business strategy. Individual performance metrics (i.e. MBO - Management of Objectives) typically include non-financial measures which may encompass environmental, social and governance aspects that promote long-term value creation. Full details of the metrics and achievement will be disclosed retrospectively. Elements Implementation Directors’ Remuneration Report Annual Report and Accounts 2024 Page | 90

LTI The Committee expects to award performance-based shares for a 2025-2027 performance period, with a target grant date value as set out below: • Marco Sala - $2.0 million (2024: $2.0 million) • Vince Sadusky - $4.5 million (2024: $4.5 million) • Max Chiara - $2.0 million (2024: $2.0 million) The plan is expected to be 100% based on predetermined financial performance targets (Consolidated Adjusted EBITDA and Consolidated Adjusted Free Cash Flow) aligned with the Company's long-term strategy and modified by the Company's relative TSR performance compared to the Russell Midcap Index. Actual payout opportunity will be based on performance achievement against the targets and will range between 0% to 145% of target shares. Full details of the metrics and achievement will be disclosed retrospectively. Co-investment plan No co-investment plan is expected to be entered into in 2025. However, the Committee retains discretion to determine whether co-investment plans will be entered into with the Executive Directors during the year, and if so, the terms of such arrangements. Elements Implementation In February 2025, the Committee approved a one-time retention award of restricted share units for Vince Sadusky granted in two tranches (i) with a target grant date value of $5.0 million with an opportunity to earn up to 233,333 shares depending on the Parent’s ordinary share price measured over the 60 days preceding and ending on the vesting date of January 1, 2027, and (ii) with a target grant date value of $2.5 million with an opportunity to earn up to 116,667 shares depending on the Parent’s ordinary share price measured over the 60 days preceding and ending on the vesting date of January 1, 2028. The award is subject to continued service through the applicable vesting dates. The Committee, following engagement with its compensation advisor, determined that such grant was necessary to secure the CEO’s leadership through (i) the closing of the Proposed Transaction, and (ii) the transition to a pure-play lottery company. Non-Executive Directors Fees The fees of Chairs and other Non-Executive Directors are expected to remain unchanged from the year ended December 31, 2024, as set out below. 2025 2024 Non-Executive Director $100,000 $100,000 with additional fees related to service for Chair of the Board(1) $50,000 $50,000 Lead Independent Director $20,000 $20,000 Chair of Audit Committee $40,000 $40,000 Chair of Compensation Committee $30,000 $30,000 Chair of Nominating and Corporate Governance Committee $20,000 $20,000 (1) This compensation is not paid to a Non-Executive Director since Marco Sala serves as the Executive Chair of the Board. The Committee retains discretion to review the fees of the Non-Executive Directors for the remainder of the financial year ending December 31, 2025, and any changes to fees will be in line with the Remuneration Policy. Elements Implementation Directors’ Remuneration Report Annual Report and Accounts 2024 Page | 91

Equity awards The restricted share unit award agreement is expected to operate in a broadly similar manner to the year ended December 31, 2024, and the Annual Grant Value of equity awards of the Chair and other Non-Executive Directors are expected to remain unchanged from the year ended December 31, 2024, as set out below. Annual Grant Value 2025 Annual Grant Value 2024 Non-Executive Director $200,000 $200,000 with additional restricted share units related to service for Chair of the Board(1) $50,000 $50,000 Lead Independent Director $20,000 $20,000 (1) This compensation is not paid to a Non-Executive Director since Marco Sala serves as the Executive Chair of the Board. The Committee retains discretion to review the Annual Grant Value of equity awards of the Non-Executive Directors for the remainder of the financial year ending December 31, 2025, and any changes to the Annual Grant Value of equity awards will be in line with the Remuneration Policy. Elements Implementation This Directors’ Remuneration Report was approved by the Board on March 6, 2025 and signed on its behalf by: Gianmario Tondato Da Ruos Chair of the Compensation Committee March 12, 2025 Directors’ Remuneration Report Annual Report and Accounts 2024 Page | 92

Independent auditors’ report to the members of International Game Technology PLC Report on the audit of the financial statements Opinion In our opinion: • International Game Technology PLC’s group financial statements and parent company financial statements (the “financial statements”) give a true and fair view of the state of the group’s and of the parent company’s affairs as at 31 December 2024 and of the group’s profit and the group’s cash flows for the year then ended; • the group financial statements have been properly prepared in accordance with UK-adopted international accounting standards as applied in accordance with the provisions of the Companies Act 2006; • the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”, and applicable law); and • the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. We have audited the financial statements, included within the Annual Report and Accounts (the “Annual Report”), which comprise: the Consolidated Balance Sheet as at 31 December 2024; the Parent Balance Sheet as at 31 December 2024; the Consolidated Statement of Operations, the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Cash Flows, the Consolidated Statement of Shareholders' Equity, and the Parent Statement of Shareholders' Equity for the year then ended; and the notes to the financial statements, comprising material accounting policy information and other explanatory information. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Our audit approach Overview Audit scope • International Game Technology PLC is a public limited company incorporated under the laws of England and Wales and is listed on the New York Stock Exchange thus the Group is subject to group financial statements audits in both the United Kingdom (UK) and the United States of America (US). • The Company's registered office is in London, United Kingdom, however it maintains a corporate functions headquarters in Providence, US. We have thus directed, supervised and reviewed the US corporate component team to perform the on-site testing in the US in relation to testing of balances accounted for on a centralised basis as well as for the US component, and then other component teams to perform the on-site testing for other global sites in scope, with the UK Group team performing Independent Auditors’ Report Annual Report and Accounts 2024 Page | 93

the remainder of the audit work, which principally relates to the audit of the consolidation and assessing the adequacy of disclosure in the Annual Report. • We conducted full scope audit work over three components in which the group has significant operations (Rome, Italy and Las Vegas, Nevada, US and Providence, Rhode Island, US) and a full scope audit of the parent. • In addition, we performed procedures on specific balances at four non-significant components. • During the year, the group engagement team had virtual and in person meetings with the Italy and US audit teams. Key audit matters • Accuracy of revenue recognition, particularly identifying and evaluating the contractual terms and conditions (group) • Fair valuation of investments in subsidiaries (parent) Materiality • Overall group materiality: $28.5 million (2023: $37.5 million) based on approximately 5% of Profit/loss before tax from continuing operations (2023: based on approximately 2.5% of adjusted EBITDA adjusted to remove the impact of foreign exchange gains and losses). • Overall parent company materiality: $101.8 million (2023: $125.0 million) based on approximately 1% of total assets. • Performance materiality: $21.4 million (2023: $28.0 million) (group) and $76.4 million (2023: $93.5 million) (parent company). The scope of our audit As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. Key audit matters Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon, were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identified by our audit. The key audit matters below are consistent with last year. Accuracy of revenue recognition, particularly identifying and evaluating the contractual terms and conditions (group) As described in Note 4 to the consolidated financial statements, the group generated service and product revenues of $2,363 million and $149 million, respectively, for the year ended 31 December 2024. The group’s revenue transactions include contracts with customers that consist of a combination of services and products that are accounted for as one or more distinct performance obligations. Management applies judgement in identifying and evaluating contractual terms and conditions that impact the identification of performance obligations and the associated pattern of revenue recognition. We considered this a key audit matter given the level of complexity and judgement involved in understanding the revenue affecting terms and conditions in the group’s revenue contracts. Procedures performed included the following: ● Evaluated the design and implementation and testing the operating effectiveness of management’s controls to determine performance obligations, allocate a reasonable fair value to each and so to recognise revenue appropriately based upon the contractual terms and conditions; ● On a sample basis, we selected revenue items from a full revenue listing and tested the timing and accuracy of amounts recognised by determining whether the relevant obligations had been appropriately recognised and had been performed and allocated an appropriate value based upon the contractual terms of the associated contract; and ● Evaluated the adequacy of disclosures in the financial statements. Based on the procedures performed, we noted no material issues from our work. Key audit matter How our audit addressed the key audit matter Independent Auditors’ Report Annual Report and Accounts 2024 Page | 94

Under IFRS 15, Revenue from Contracts with Customers, the identification of different performance obligations, and the allocation of arrangement consideration to each of those obligations in a contract, can require significant management judgement. Fair valuation of investments in subsidiaries (parent) As described in note 3 to the Parent financial statements, the investments in subsidiaries is $7,820 million (2023: $8,594 million). The investments in subsidiaries are fair valued as at 31 December 2024. The disposal group comprising International Game Technology and IGT Canada Solutions was fair valued based on the purchase price of the sale. The fair value of remaining companies was based on a discounted cash flow analysis. Due to the nature and complexity in the valuations involved, we identified a significant risk that the fair value of the investment in subsidiaries may be misstated. The risk is principally driven by the estimation risk in relation to the weighted average cost of capital and the long-term growth rate for the remaining companies and the reallocation of debt between the disposal group and the business which is remaining. Our procedures included the following: ● Together with our valuation experts, assessed whether the key assumptions, including weighted average cost of capital and long term growth rate, and inputs were within a reasonable range and the methodologies adopted by management and their expert in determining the fair value of the investment in subsidiaries as at 31 Dec 2024; ● Assessed the underlying cash flows used in management’s discounted cash flow models by assessing the accuracy of management’s historical forecasting, testing material adjustments to the cash flows, and testing the mathematical accuracy of the management’s long-term forecast; ● Assessed management’s expert’s qualifications and independence to determine whether there were any matters that might affect their objectivity or may have imposed scope limitations upon their work; ● Tested the reallocation of debt between the remaining companies and disposal group in line with the sale plan; ● Agreed the fair value of the disposal group to the external sale price which was agreed for the disposal group; and ● Evaluated the adequacy of disclosures in the financial statements and sensitivity analysis set out in notes to the financial statements. Based on the procedures performed, we noted no material issues from our work. Key audit matter How our audit addressed the key audit matter How we tailored the audit scope We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the group and the parent company, the accounting processes and controls, and the industry in which they operate. The Group’s accounting process is structured around a local finance function in each of the Group’s reporting components. These functions maintain their own accounting records and controls and report to the head office finance team through an integrated consolidation system. The Company is headquartered in London, United Kingdom, with the following principal locations: (i) the corporate functions headquarters in Providence, Rhode Island, US; (ii) the Lottery headquarters in Rome, Italy; and (iii) the Gaming headquarters in Las Vegas, Nevada, US. The worldwide engagement team is aligned to IGT PLC’s geographical organisation and broadly mirrors the group’s management structure. As the Company’s headquarters are based in London, the group engagement team is also based in London and supported by component teams in Rome, Italy and Boston, Massachusetts, US. Where work was performed by teams outside of the UK, we determined the level of independent involvement needed at those local operations to be able to conclude whether sufficient appropriate audit evidence had been obtained as a basis for our opinion on the consolidated financial statements as a whole. We issued formal, written instructions to the teams outside the UK setting out the work to be performed by each of them and maintained regular communication throughout the audit cycle. These interactions included participating in the planning and clearance meetings with our teams in Rome and Boston, holding regular video and conference calls, as well as reviewing work papers and assessing matters reported. Independent Auditors’ Report Annual Report and Accounts 2024 Page | 95

We performed certain specified audit procedures across four non-significant components to gain sufficient audit coverage over certain balances in the consolidated financial statements. The balances covered at each individual component varied based on their size but consisted of some or all of the following: service revenue, product revenue, trade accounts receivable and system, equipment and other assets related to contracts, net. In total, the audit work performed accounted for approximately 79% of consolidated net revenue and approximately 90% of consolidated total assets. At the group level, we also carried out other risk assessment procedures on the components not covered by the procedures described above. The group engagement team also performed audit procedures over the consolidation. The impact of climate risk on our audit As part of our audit we made enquiries of management to understand the extent of the potential impact of climate risk on the Group’s financial statements, and we remained alert when performing our audit procedures for any indicators of the impact of climate risk. Our procedures did not identify any material impact as a result of climate risk on the group’s and parent’s financial statements. Materiality The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole. Based on our professional judgement, we determined materiality for the financial statements as a whole as follows: Financial statements - group Financial statements - parent company Overall materiality $28.5 million (2023: $37.5 million). $101.8 million (2023: $125.0 million). How we determined it approximately 5% of Profit/loss before tax from continuing operations (2023: based on approximately 2.5% of adjusted EBITDA adjusted to remove the impact of foreign exchange gains and losses) approximately 1% of total assets. Rationale for benchmark applied We consider a PBT measure to be a more suitable measure given the key stakeholders also look at PBT at a group level. We consider total assets to be one of the principal considerations for the members of International Game Technology PLC in assessing the parent’s financial position. For each component in the scope of our group audit, we allocated a materiality that is less than our overall group materiality. The range of materiality allocated across components was $18.0 million and $25.5 million (with $24.2 million being used for the parent for the purpose of the group audit). We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes. Our performance materiality was 75% (2023: 75%) of overall materiality, amounting to $21.4 million (2023: $28.0 million) for the group financial statements and $76.4 million (2023: $93.5 million) for the parent company financial statements. In determining the performance materiality, we considered a number of factors - the history of misstatements, risk assessment and aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of our normal range was appropriate. We agreed with those charged with governance that we would report to them misstatements identified during our audit above $2.5 million (group audit) (2023: $3.5 million) and $10.1 million (parent company audit) (2023: $12.5 million) as well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons. Independent Auditors’ Report Annual Report and Accounts 2024 Page | 96

Conclusions relating to going concern Our evaluation of the directors’ assessment of the group's and the parent company’s ability to continue to adopt the going concern basis of accounting included: • assessing the design and implementation of key controls relating to forecasting; • assessing the appropriateness of the going concern scenarios and the impact of the sale particularly in relation to the group’s liquidity position and testing management’s cash flow forecasts, including assessing the accuracy of management’s forecasting and compliance with its covenants; • ensuring that the forecasts and calculations are mathematically accurate; and • reviewing the adequacy of disclosures in the financial statements. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the group's and the parent company's ability to continue as a going concern. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Reporting on other information The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based on these responsibilities. With respect to the Strategic report and Directors' Report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included. Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below. Strategic report and Directors' Report In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors' Report for the year ended 31 December 2024 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements. In light of the knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic report and Directors' Report. Directors' Remuneration In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006. Independent Auditors’ Report Annual Report and Accounts 2024 Page | 97

Responsibilities for the financial statements and the audit Responsibilities of the directors for the financial statements As explained more fully in the Statement of the Directors’ responsibilities, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. Auditors’ responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below. Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and regulations related to health and safety, environmental and export regulations, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006, data protection, gaming regulations and corporate and employment tax regulations. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to manipulate financial results and potential management bias in the selection and application of significant accounting judgements and estimates. The group engagement team shared this risk assessment with the component auditors so that they could include appropriate audit procedures in response to such risks in their work. Audit procedures performed by the group engagement team and/or component auditors included: • Evaluation and testing of the operating effectiveness of management’s controls designed to prevent and detect irregularities. • Discussions with the Executive Vice President and Chief Financial Officer, Director of Internal Audit, the Senior Vice President and Chief Accounting Officer and Executive Vice President, General Counsel, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud. • Assessment of matters reported on the group’s whistleblowing helpline and the results of management’s investigation of such matters. • Challenging assumptions made by management in the selection and application of significant accounting judgments and estimates such as the fair valuation of investment in subsidiaries (parent) and revenue recognition (group). • Incorporating certain unpredictable procedures in relation to the nature, timing and extent of testing. • Identifying and testing the validity of journal entries, in particular certain journal entries posted with unusual account combinations for revenue and journals posted by senior management. There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to target particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about the population from which the sample is selected. Independent Auditors’ Report Annual Report and Accounts 2024 Page | 98

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report. Use of this report This report, including the opinions, has been prepared for and only for the parent company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. Other required reporting Companies Act 2006 exception reporting Under the Companies Act 2006 we are required to report to you if, in our opinion: • we have not obtained all the information and explanations we require for our audit; or • adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or • certain disclosures of directors’ remuneration specified by law are not made; or • the parent company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the accounting records and returns. We have no exceptions to report arising from this responsibility. Jaskamal Sarai (Senior Statutory Auditor) for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors Watford 12 March 2025 Independent Auditors’ Report Annual Report and Accounts 2024 Page | 99

INTERNATIONAL GAME TECHNOLOGY PLC INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Consolidated Balance Sheet at December 31, 2024 and 2023....................................................................................... 101 Consolidated Statement of Operations for the years ended December 31, 2024 and 2023 ...................................... 102 Consolidated Statement of Comprehensive Income for the years ended December 31, 2024 and 2023................ 103 Consolidated Statement of Cash Flows for the years ended December 31, 2024 and 2023..................................... 104 Consolidated Statement of Shareholders' Equity for the years ended December 31, 2024 and 2023 ..................... 106 Notes to the Consolidated Financial Statements ............................................................................................................... 107 Financial Statements Annual Report and Accounts 2024 Page | 100

International Game Technology PLC Consolidated Balance Sheet ($ in millions) December 31, Notes 2024 2023 Assets Current assets: Cash and cash equivalents 584 572 Restricted cash and cash equivalents 35 58 Trade and other receivables, net 5 468 685 Inventories, net 6 113 317 Other current assets 7 125 387 Assets held for sale 3 4,693 — Total current assets 6,019 2,018 Systems, equipment and other assets related to contracts, net 11 581 928 Property, plant and equipment, net 11 81 115 Right-of-use assets 12 111 199 Goodwill 14 2,758 4,592 Intangible assets, net 15 89 1,552 Other non-current assets 7 617 1,018 Total non-current assets 4,237 8,404 Total assets 10,256 10,422 Liabilities and shareholders' equity Current liabilities: Accounts payable 633 687 Current portion of long-term debt 16 208 — Short-term borrowings 16 — 16 Other current liabilities 17 766 1,031 Liabilities held for sale 3 1,133 — Total current liabilities 2,740 1,733 Long-term debt, less current portion 16 5,160 5,665 Deferred income taxes 19 176 331 Lease liabilities 12 98 230 Other non-current liabilities 17 119 673 Total non-current liabilities 5,553 6,899 Total liabilities 8,293 8,632 Shareholders’ equity Share capital 21 21 Share premium 2,980 2,958 Retained deficit (1,828) (2,053) Other reserves 21 487 490 Total IGT PLC’s shareholders’ equity 1,660 1,415 Non-controlling interests 303 374 Total shareholders’ equity 1,963 1,789 Total liabilities and shareholders’ equity 10,256 10,422 The accompanying notes are an integral part of these consolidated financial statements. The consolidated financial statements were approved by the Board of Directors on March 6, 2025 and signed on its behalf on March 12, 2025 by: Vincent Sadusky Chief Executive Officer Company registration number: 09127533 Financial Statements Annual Report and Accounts 2024 Page | 101

International Game Technology PLC Consolidated Statement of Operations ($ and shares in millions, except per share amounts) For the year ended December 31, Notes 2024 2023 Service revenue 4, 25 2,363 2,357 Product sales 4, 25 149 171 Total revenue 4, 25 2,512 2,528 Cost of services 1,225 1,206 Cost of product sales 117 112 Selling, general and administrative 392 406 Research and development 44 37 Restructuring 13 38 13 Other operating expense 5 — Total operating expenses 1,822 1,774 Operating income 690 754 Interest expense, net 16 294 300 Foreign exchange (gain) loss, net (52) 44 Other non-operating expense 18 55 70 Other non-operating income 18 (3) (2) Total non-operating expenses 293 413 Income from continuing operations before provision for income taxes 19 396 341 Provision for income taxes 19 253 225 Income from continuing operations 143 116 Income from discontinued operations, net of tax 3 328 132 Net income 472 249 Less: Net income attributable to non-controlling interests from continuing operations 79 77 Less: Net income attributable to non-controlling interests from discontinued operations 3 6 2 Net income attributable to IGT PLC 387 170 Net income from continuing operations attributable to IGT PLC per ordinary share - basic 23 0.32 0.20 Net income from continuing operations attributable to IGT PLC per ordinary share - diluted 23 0.31 0.19 Net income from discontinued operations attributable to IGT PLC per ordinary share - basic 23 1.60 0.65 Net income from discontinued operations attributable to IGT PLC per ordinary share - diluted 23 1.58 0.64 Net income attributable to IGT PLC per ordinary share - basic 23 1.92 0.85 Net income attributable to IGT PLC per ordinary share - diluted 23 1.90 0.84 Weighted-average shares - basic 23 202 200 Weighted-average shares - diluted 23 204 203 The accompanying notes are an integral part of these consolidated financial statements. Financial Statements Annual Report and Accounts 2024 Page | 102

International Game Technology PLC Consolidated Statement of Comprehensive Income ($ in millions) For the year ended December 31, Notes 2024 2023 Net income 472 249 Foreign currency translation adjustments, net of tax 21 (26) — Unrealized gain on hedges, net of tax 21 4 1 Unrealized gain on other, net of tax 21 — — Other comprehensive (loss) income, net of tax (1) 21 (23) 1 Comprehensive income 449 249 Less: Comprehensive income attributable to non-controlling interests 65 92 Comprehensive income attributable to IGT PLC 384 157 Comprehensive income attributable to IGT PLC from: Continuing operations 82 12 Discontinued operations 302 145 384 157 (1) All items in other comprehensive (loss) income, net of tax will be reclassified subsequently to profit or loss when specific conditions are met, with the exception of a nominal amount and $0.5 million of unrealized losses on defined benefit plans for the years ended December 31, 2024 and 2023, respectively, which are included in unrealized gain on other, net of tax. The accompanying notes are an integral part of these consolidated financial statements. Financial Statements Annual Report and Accounts 2024 Page | 103

International Game Technology PLC Consolidated Statement of Cash Flows ($ in millions) For the year ended December 31, Notes 2024 2023 Cash flows from operating activities Net income 472 249 Less: Income from discontinued operations, net of tax 3 328 132 Adjustments to reconcile net income from continuing operations to net cash Depreciation 200 207 Amortization of upfront license fees 200 200 Redeemable non-controlling interest 41 53 Stock-based compensation 22 38 34 Amortization 27 33 Deferred income taxes 19 (33) (35) Foreign exchange (gain) loss, net (52) 44 Other non-cash items, net 15 23 Changes in operating assets and liabilities, excluding the effects of divestitures: Trade and other receivables (85) (55) Inventories (5) (21) Accounts payable 108 59 Accrued interest payable (17) 1 Accrued income taxes 45 111 Other assets and liabilities 40 71 Net cash provided by operating activities from continuing operations 666 841 Net cash provided by operating activities from discontinued operations 437 225 Net cash provided by operating activities 1,103 1,066 Cash flows from investing activities Capital expenditures (149) (147) Other investing activities, net — (3) Net cash used in investing activities from continuing operations (150) (151) Net cash used in investing activities from discontinued operations (205) (241) Net cash used in investing activities (355) (392) Cash flows from financing activities Principal payments on long-term debt 16 (500) (801) Net (repayments of) proceeds from Revolving Credit Facilities (175) 609 Net (payments of) proceeds from short-term borrowings (16) 13 Net receipts from financial liabilities 24 1 Proceeds from long-term debt 556 — Dividends paid (161) (160) Dividends paid - non-controlling interests (159) (151) Return of capital - non-controlling interests (73) (74) Other financing activities, net (54) (50) Net cash used in financing activities from continuing operations (558) (613) Net cash used in financing activities from discontinued operations (70) (64) Net cash used in financing activities (628) (678) Net increase (decrease) in cash and cash equivalents 121 (3) Effect of exchange rate changes on cash and cash equivalents (46) (15) Cash and cash equivalents at the beginning of the period 572 590 Cash and cash equivalents at the end of the period 647 572 Less: Cash and cash equivalents of discontinued operations 63 — Cash and cash equivalents at the end of the period 584 572 Financial Statements Annual Report and Accounts 2024 Page | 104

International Game Technology PLC Consolidated Statement of Cash Flows ($ in millions) For the year ended December 31, 2024 2023 Supplemental disclosures of cash flow information from continuing operations: Cash paid during the period for: Interest 310 300 Income taxes 241 149 Non-cash investing activities: Capital expenditures 38 20 The accompanying notes are an integral part of these consolidated financial statements. Financial Statements Annual Report and Accounts 2024 Page | 105

International Game Technology PLC Consolidated Statement of Shareholders’ Equity ($ in millions) Share Capital Share Premium and Equity Reserves Retained (Deficit) Earnings Other Reserves (Note 21) Total IGT PLC Equity Non-Controlling Interests (Note 24) Total Equity Balance at December 31, 2022 21 2,929 (2,063) 502 1,389 385 1,773 Net income — — 170 — 170 79 249 Other comprehensive (loss) income, net of tax — — — (12) (12) 13 1 Total comprehensive income (loss) — — 170 (12) 157 92 249 Stock-based compensation (Note 22) — 41 — — 41 — 41 Capital increase — — — — — 27 27 Tax benefit on stock-based compensation — 3 — — 3 — 3 Shares issued under stock award plans — (15) — — (15) — (15) Return of capital — — — — — (40) (40) Dividends paid/declared — — (160) — (160) (89) (249) Balance at December 31, 2023 21 2,958 (2,053) 490 1,415 374 1,789 Net income — — 387 — 387 85 472 Other comprehensive loss, net of tax — — — (3) (3) (20) (23) Total comprehensive income (loss) — — 387 (3) 384 65 449 Stock-based compensation (Note 22) — 44 — — 44 — 44 Capital increase — — — — — 2 2 Tax expense on stock-based compensation — (5) — — (5) — (5) Shares issued under stock award plans — (17) — — (17) — (17) Return of capital — — — — — (41) (41) Dividends paid/declared — — (161) — (161) (98) (259) Balance at December 31, 2024 21 2,980 (1,828) 487 1,660 303 1,963 The accompanying notes are an integral part of these consolidated financial statements. Financial Statements Annual Report and Accounts 2024 Page | 106

International Game Technology PLC Notes to the Consolidated Financial Statements 1. Description of Business International Game Technology PLC (the “Parent”), together with its consolidated subsidiaries (collectively referred to as “IGT PLC,” the “Company,” “we,” “our,” or “us”), is a global leader in gaming delivering entertaining and responsible gaming experiences for players worldwide. Leveraging a wealth of compelling content, continuous investment in innovation, player insights, operational expertise, and leading-edge technology, our solutions deliver unrivalled gaming experiences that engage players and drive growth. We have a well-established local presence and relationships with governments and regulators in more than 100 jurisdictions around the world and create value by adhering to the highest standards of service, integrity, and responsibility. De Agostini S.p.A. (“De Agostini”), a century-old publishing, media, and financial services company that is incorporated in Italy, has a controlling interest in IGT. As of December 31, 2024, De Agostini had an economic interest of approximately 42.3% (excluding treasury shares) and, due to its election to exercise the special voting shares associated with its ordinary shares pursuant to the Loyalty Plan, a voting interest of approximately 59.5% of the total voting rights (excluding treasury shares). De Agostini is the smallest group to consolidate these financial statements and is majority owned by B&D Holding S.p.A. (“B&D Holding”) which is incorporated in Italy and the largest group to consolidate these financial statements. B&D Holding is owned by members of the the Boroli and Drago families. Our remaining shares not held by De Agostini are publicly held. On February 28, 2024, the Parent entered into definitive agreements (the “February 2024 Agreements”) with Everi Holdings Inc. (“Everi”), pursuant to which the Parent planned to separate its Gaming & Digital businesses (“IGT Gaming”) by way of a taxable spin-off to the Parent’s shareholders and then immediately combine such businesses with Everi. The transaction contemplated by the February 2024 Agreements, which were subsequently terminated as described below, was expected to close in late 2024 or early 2025. On July 26, 2024, the Parent and Everi entered into definitive agreements (the “Transaction Agreements”) whereby IGT Gaming and Everi will be simultaneously acquired by a newly formed holding company (‘the Combined Company”) owned by the Apollo Funds in an all-cash transaction (the “Proposed Transaction”). In connection with the entry into the Transaction Agreements, the February 2024 Agreements were terminated. 2. Summary of Material Accounting Policy Information The principal accounting policies applied in the preparation of these consolidated financial statements of the Company are set out below. Applicable material accounting policies are disclosed in line with IAS 1 requirements. These policies have been consistently applied to all years presented, unless otherwise noted. Basis of Preparation The accompanying consolidated financial statements and notes of the Company, prepared for statutory purposes, have been prepared on a going concern basis and in accordance with UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006 (“CA 2006”) (together “IFRS”). Our consolidated financial statements have been prepared on a historical cost basis unless otherwise stated. The consolidated financial statements are stated in millions of United States (“U.S.”) dollars, except per share data and employee headcount data, or unless otherwise indicated, and are computed based on the amounts in thousands. Certain amounts in columns and rows within tables may not foot due to rounding. Percentages and earnings per share amounts presented are calculated from the underlying unrounded amounts. We have reflected the financial results of IGT Gaming as discontinued operations in our consolidated statement of operations for all periods presented, and reflected the assets and liabilities of IGT Gaming as held for sale in our consolidated balance sheet as of December 31, 2024, without restating the prior period comparatives. Retrospective reclassifications have been made to prior period financial statements and disclosures to present IGT Gaming as discontinued operations (see Note 3. Discontinued Operations and Assets Held for Sale). Unless otherwise noted, amounts and disclosures included herein relate to our continuing operations. Financial Statements Annual Report and Accounts 2024 Page | 107

Change in Segment Reporting Prior to the three months ended March 31, 2024, we operated as three operating segments: Global Lottery, Global Gaming, and PlayDigital. During the first quarter of 2024, our chief operating decision maker, who is also our Chief Executive Officer, determined to change the information that he regularly reviews for purposes of allocating resources and assessing financial performance, prompting a change in our operating segments and reporting units. As a result, beginning in the first quarter of 2024, we combined the activities that were previously included within our Global Gaming and PlayDigital segments into one operating segment, named Gaming & Digital. The change in reporting structure did not change the composition of our reporting units, as we simply combined two reporting units into one, therefore we were not required to reallocate goodwill to the reporting units. No changes were made to our Global Lottery segment. In the third quarter of 2024, as a result of entering into the Transaction Agreements as discussed in Note 3. Discontinued Operations and Assets Held for Sale, the former Gaming & Digital segment, which is fully included in IGT Gaming, has been classified as discontinued operations. Our chief operating decision maker (“CODM”) manages the continuing operations as a single segment for the purposes of assessing performance and making operating decisions. All significant operations decisions are based upon an analysis of the continuing business as one operating segment, which is the same as its reporting segment. All required segment information can be found in these consolidated financial statements. Assets and Liabilities Held for Sale We classify a group of assets and liabilities (disposal group) to be sold in a single or concurrent transactions as held for sale in the period in which all of the following criteria are met: (a) it is available for sale in its present condition, subject only to terms that are usual and customary for sales of such disposal groups; (b) the sale is highly probable; (c) the sale should occur within one year from the date of classification. Events or circumstances may extend the period to complete the sale beyond the one year requirement if certain conditions are met. We initially measure a disposal group that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a disposal group until the date of sale. We assess the fair value of a disposal group, less any costs to sell, in each reporting period it remains classified as held for sale and report any subsequent changes as an adjustment to the carrying value of the disposal group, as long as the new carrying value does not exceed the carrying value of the disposal group at the time it was initially classified as held for sale. Upon determining that a disposal group meets the criteria to be classified as held for sale, we report the assets and liabilities of the disposal group, if material, in the line items assets held for sale and liabilities held for sale in the consolidated balance sheet for the periods presented after meeting the held for sale criteria, without restating the prior period comparatives. Principles of Consolidation The consolidated financial statements include the accounts of the Parent and our majority-owned or controlled subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. Earnings or losses attributable to non-controlling interests in a subsidiary are included in net income in the consolidated statement of operations. Investments in which we have the ability to exercise significant influence, but do not control, and with respect to which we are not the primary beneficiary, are accounted for using the equity method of accounting. Equity investments in which we have no ability to exercise significant influence that do not have a readily determinable fair value and do not have a Net Asset Value per share are measured at cost, less impairment, which approximates fair value. Equity method investments and equity investments in which we have no ability to exercise significant influence are included within other non-current assets in the consolidated balance sheet. Critical Estimates, Judgments, and Assumptions The preparation of our consolidated financial statements requires us to make estimates, judgments, and assumptions which affect the reported amounts of assets, liabilities, equity, revenues and expenses, and related disclosure of contingent liabilities. We evaluate our estimates, judgments, and methodologies on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe are reasonable, the results of which form the basis for making judgments about the carrying values of assets, liabilities, and equity, and the amount of revenues and expenses. Accordingly, actual results and outcomes could differ from those estimates. The accounting policy descriptions set out the areas where judgments and estimates need exercising, the most significant Financial Statements Annual Report and Accounts 2024 Page | 108

of which include the following Key Judgments (♣) and Significant Estimates (♦): • Revenue, refer to accounting policy, page 109 (♣) • Goodwill, refer to accounting policy, page 113 (♦) and Note 14, page 129 (♦) • Disclosure and Recording of Liabilities Related to Legal Proceedings, refer to accounting policy, page 114 (♦) and Note 20, page 141 (♦) • Investments in Subsidiaries, refer to Note 3 of Parent Financial Statements, page 165 (♣ ♦) New Accounting Standards - Recently Adopted The Company has applied the following amendments for the first time for the annual reporting period commencing January 1, 2024: • Non-current Liabilities with Covenants – Amendments to IAS 1; • Lease Liability in a Sale and Leaseback – Amendments to IFRS 16; • Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 7 Application of these amendments did not have a material effect on the consolidated financial statements. New Accounting Standards and interpretations not yet adopted In April 2024, the International Accounting Standards Board ("IASB") issued IFRS 18, Presentation and Disclosure in Financial Statements to replace IAS 1, Presentation of the financial statements. The new standard requires that each line item is classified into one of five defined categories: operating, investing, financing, income taxes, or discontinued operations and that certain subtotals are presented on the statement of profit or loss based in a prescribed organization of the five categories. IFRS 18 also permits disclosure for management-defined performance measures but creates a requirement that, within a single note, the performance measures be explained and reconciled to the most comparable subtotal defined under IFRS. Additional guidance addresses whether expense items are presented by nature or function on the statement of profit or loss, and requires that when certain items are presented by function, a separate disclosure is required with expense information by nature. Other areas of guidance include aggregation and disaggregation of expense items based on shared characteristics and amendments to statement of cash flow presentation guidance. The amendments are effective for periods beginning on or after January 1, 2027. We will adopt IFRS 18 upon the effective date with a required retrospective application. We continue to evaluate the impact, and do not currently expect that any other recently issued accounting guidance will have a material impact on the entity in the current or future reporting periods. Revenue We account for a contract with a customer when: we have written approval; the parties are committed to perform their respective obligations; the rights of the parties, including payment terms, are identified; the contract has commercial substance; and collection of consideration is probable. We report revenue net of any revenue-based taxes assessed by governmental authorities that are imposed on and concurrent with specific revenue-producing transactions. We generally expense incremental costs of obtaining a contract (e.g., sales commissions) when incurred because the amount is immaterial. These costs are recorded within selling, general and administrative expenses in our consolidated statement of operations. For certain of our long-term contracts, recoverable costs are capitalized and amortized on a straight-line basis over the expected customer relationship period. In determining the transaction price, we do not account for significant financing components if the period between when we transfer the promised service or product to the customer and when the customer pays for that service or product will be one year or less. We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) performance obligations for which we recognize variable revenue at the amount that we have the right to invoice for services performed, (iii) contracts for which variable consideration is accounted for in accordance with sales-based or usage-based royalty guidance, and (iv) wholly unperformed contracts. Additional information on revenue recognition is included in Note 4 – Revenue Recognition. Financial Statements Annual Report and Accounts 2024 Page | 109

Significant Judgments and Estimates (♣) Revenue recognition is impacted by our ability to determine when a contract is probable of collection and to estimate variable consideration, including, for example, rebates, volume discounts, service-level penalties, and performance bonuses. We consider various factors when making these judgments, including a review of specific transactions, historical experience and market and economic conditions. Evaluations are conducted each quarter to assess the adequacy of the estimates. (♣) Our contracts with customers often include promises to transfer multiple products and services to a customer. Specifically, complex arrangements with nonstandard terms and conditions may require significant contract interpretation to determine the appropriate accounting, including whether the promised products and services specified in the arrangement are distinct performance obligations. Contracts may consist of a combination of products and services delivered at or over different time periods. We apply judgment in identifying and evaluating the contractual terms and conditions that impact the identification of performance obligations and the pattern of revenue recognition. (♣) Judgment is required to determine the standalone selling price (“SSP”) for each distinct performance obligation. The SSP is the price at which we would sell a promised product or service separately to a customer. In some instances, we are able to establish SSP based on the observable prices of services or products sold separately in comparable circumstances to a similar customer. We typically establish an SSP range for our products and services that are reassessed on a periodic basis or when facts and circumstances change. In other instances, we may not be able to establish an SSP range based on observable prices, and we estimate the SSP by considering multiple factors including, but not limited to, overall market conditions, including geographic or regional specific factors, competitive positioning, competitor actions, internal costs, profit objectives, and pricing practices. (♣) Determining whether we are acting as a principal or an agent for subcontractor services or third-party vendor services requires judgment. In certain arrangements, revenue from sales of third-party vendor products or services are recorded net of costs when we are acting as an agent between the customer and the vendor, and gross when we are the principal for the transaction. To determine whether we are an agent or principal, we consider whether we obtain control of the services or products before they are transferred to the customer. In making this evaluation, several factors are considered, most notably whether we have primary responsibility for fulfillment to the customer, as well as inventory risk and pricing discretion. Contract Costs Certain eligible, non-recurring costs incurred in the initial phases of service contracts are capitalized and amortized ratably over the expected period of benefit, which includes anticipated contract renewals or extensions. Recurring operating costs in these contracts are recognized as incurred. Advertising Advertising costs, which primarily consist of outside marketing services, trade shows and conferences, sponsorships, and other general costs associated with marketing the Company’s products and services, are expensed as incurred. Advertising expense was $16 million, and $14 million for the years ended December 31, 2024 and 2023, respectively. Research and Development Costs Research and development costs (“R&D”), which principally include employee compensation costs, are expensed as incurred, as the criteria to capitalize development costs have not been met, as described below in the Capitalized Software Development Costs policy. Cash and Cash Equivalents Cash and cash equivalents consist primarily of highly liquid investments purchased with an original maturity of three months or less at the date of acquisition, such as bank deposits, money market funds, and interest bearing bank accounts with insignificant interest rate risk. Restricted Cash and Cash Equivalents Restricted cash is also maintained for interactive digital player deposits and in certain jurisdictions where we are required by gaming regulations to maintain sufficient reserves in restricted cash accounts to be used for the purpose of funding payments to WAP jackpot winners. These amounts are restricted based on the contracts with our customers or local regulations. Financial Statements Annual Report and Accounts 2024 Page | 110

Allowance for Expected Credit Losses We maintain an allowance for expected credit losses on receivables measured as the difference between the cash flows due in accordance with the contract and the cash flows we expect to receive. The allowance is regularly reviewed by considering factors such as the creditworthiness of our customers, historical experience, aging of receivables, current market and economic conditions, as well as management’s expectations of future conditions. The allowance is deducted from the amortized cost basis of the receivable to present the net amount expected to be collected. We estimate expected credit losses on receivables on a collective (pool) basis when similar risk characteristics exist. Trade and other receivables and customer financing receivables represent the initial pools which are segregated further by business segment, geography, internal risk rating, and aging. The risk of loss is assessed over the contractual life of the receivables and we adjust historical loss rates for current and future conditions based on qualitative considerations. The expected loss rate for each receivable pool is applied to the aggregate receivable balance to determine the allowance requirement. For amounts due from the majority of our Lottery customers, we have not established an allowance as we have no expectation of loss based on a long history of no credit losses and the explicit guarantee of a sovereign entity. Inventories Inventories are stated at the lower of cost (applying the first in, first out method) and net realizable value. Allowances are made for defective, obsolete, or excess inventory. Upfront License Fees We periodically make long-term investments in contracts with customers and obtain licenses to supply products and services to our customers. As consideration, we pay license fees, which are classified as other non-current assets in the consolidated balance sheet. We recognize the amortization of the license fees as a reduction of service revenue over the estimated economic life of the license term. This method reflects the pattern in which economic benefits are expected to be realized. The recoverability of each payment is subject to significant estimates about future revenues related to the contracts’ future cash flows. We evaluate these assets for impairment and update amortization rates on an agreement by agreement basis. The assets are reviewed for impairment whenever events or changes in circumstances indicate their carrying amount may not be recoverable. In periods in which payments are made to the customer, we classify the payment as a cash outflow from operating activities in the consolidated statement of cash flows. Fair Value Measurements We account for certain financial assets and liabilities at fair value. Financial assets and liabilities are categorized, based on the inputs to the valuation technique, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to the use of observable inputs and the lowest priority to the use of unobservable inputs. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. These levels are as follows: • Level 1 - inputs are based upon unadjusted quoted prices for identical instruments in active markets • Level 2 - inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the instruments • Level 3 - inputs are unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability The carrying values of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and short-term borrowings are recorded at cost, which approximates their fair values, primarily due to their short-term nature. Derivative Financial Instruments We use derivative financial instruments for the management of foreign currency risks. We do not enter into derivatives for speculative purposes. Derivatives are recognized as either assets or liabilities in the consolidated balance sheet at fair Financial Statements Annual Report and Accounts 2024 Page | 111

value. All derivatives are recorded gross, except netting of foreign exchange contracts and counterparty netting of interest receivable and payable related to interest rate swaps, as applicable. The accounting for changes in the fair value of a derivative depends on the nature of the hedge and the hedge effectiveness. Cash flows from our derivatives are reported in the consolidated statement of cash flows consistent with the classification of the cash flows from the underlying hedged items. For derivative instruments designated as cash flow hedges, gains and losses are recorded in other comprehensive loss, net of tax and are subsequently reclassified when the hedged item affects earnings. At that time, the amount is reclassified from other comprehensive loss, net of tax to the same income statement line as the earnings effect of the hedged item. Changes in the fair value of derivative instruments not designated as hedges are recorded in foreign exchange (gain) loss, net in the consolidated statement of operations. Systems, Equipment and Other Assets Related to Contracts, Net and Property, Plant and Equipment, Net We have two categories of fixed assets: systems, equipment and other assets related to contracts (“Systems & Equipment”) and property, plant and equipment (“PPE”). Systems & Equipment are assets that primarily support our operating contracts, FMCs, and WAP systems (collectively, the “Contracts”) and are principally composed of lottery and gaming assets. PPE are assets we use internally, not associated with Contracts, primarily related to production and assembly, selling, general and administration, and R&D. Systems & Equipment and PPE are stated at cost, net of accumulated depreciation and accumulated impairment loss, if any. Costs incurred for Systems & Equipment and PPE not yet available for use are classified as construction in progress and are not depreciated until available for use. Depreciation is recognized on a straight-line basis over the estimated useful lives of the assets. Repair and maintenance costs are expensed as incurred, whereas major improvements that increase asset values and extend useful lives are capitalized. Systems & Equipment and PPE are tested for impairment whenever events or changes in circumstances indicate the carrying amount of those assets may not be recoverable. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. We calculate our recoverable amount as fair value less costs to dispose. Leases We determine whether a contract is or contains a lease at inception. As a lessee, we recognize right-of-use (“ROU”) assets and lease liabilities on the lease commencement date based on the present value of lease payments over the lease term. ROU assets also include any upfront lease payments or initial direct costs and are adjusted for lease incentives received. We consider renewal and termination options, including whether they are reasonably certain to be exercised, in determining the lease term and establishing the ROU assets and lease liabilities. ROU assets and lease liabilities are calculated using our incremental borrowing rate, which is based on the lease currency and length of the lease, unless the implicit rate is determinable. Most of our lease contracts contain both lease and non-lease components. As a lessee, we combine lease and non-lease components into a single lease component for all classes of underlying assets except certain communication equipment. For certain communication equipment, we allocate the consideration between lease and non-lease components based on relative standalone price. Variable lease payments are generally expensed as incurred except for certain rent payments that depend on an index, which are included in lease payments using the index rate in effect as of the lease commencement date. When the lease payments are adjusted for changes in the index, we remeasure the ROU asset and lease liability. Short-term leases, which are leases with an initial term of 12 months or less with no purchase options that are reasonably certain of exercise, are not recognized on the balance sheet. The rental payments are recognized as lease expense on a straight-line basis over the lease term. Certain of our long term lottery arrangements include leases for equipment installed at customer locations. As the lessor, we evaluate whether the leases are classified as finance or operating leases and recognize revenue based on that Financial Statements Annual Report and Accounts 2024 Page | 112

evaluation. Finance leases are recognized as product sale revenue while operating leases are recognized as service revenue. Goodwill The assets and liabilities of acquired businesses are recorded under the acquisition method of accounting at their estimated fair values at the date of acquisition. Goodwill represents costs in excess of fair values assigned to the underlying identifiable net assets of acquired businesses, and is stated at cost less accumulated impairment losses. (♦) Goodwill is tested for impairment annually, in the fourth quarter, and whenever events or changes in circumstances indicate the carrying amount may be impaired. The goodwill impairment test compares the recoverable amount of a cash-generating unit with its carrying amount and an impairment loss is recognized for the amount by which the carrying amount exceeds the cash-generating unit’s recoverable amount. In performing the goodwill impairment test, we estimate the recoverable amount of the cash-generating units using an income approach based on projected discounted cash flows. When certain qualitative criteria are met, we will use the most recently calculated recoverable amount from a preceding period in the impairment test. Goodwill is tested for impairment at the cash-generating unit level, which is the same level as our single operating segment. Capitalized Software Development Costs Costs incurred in the development of our externally-sold software products are expensed as incurred, except certain costs incurred subsequent to establishing technological feasibility and through the general release of the software products which are capitalized. Capitalized costs are amortized over the products’ estimated useful life to cost of product sales in the consolidated statement of operations. Costs incurred during the application development phase of software for services provided to customers are capitalized as internal-use software within Systems, equipment and other assets related to contracts, net and Intangible assets, net - Computer software and amortized over the useful life to cost of services in the consolidated balance sheet and consolidated statement of operations, respectively. Costs incurred during the application development of software for internal use, and not for use in services provided to customers, are capitalized within Property, plant and equipment, net and amortized over the useful life to selling, general and administrative expenses in the consolidated balance sheet and consolidated statement of operations, respectively. Intangible Assets Intangible assets, which include indefinite-lived and definite-lived intangible assets, are stated at cost, less accumulated amortization and accumulated impairment losses. Indefinite-lived intangible assets are composed of trademarks for which there is no foreseeable limit of the period over which they are expected to generate net cash inflows. Definite-lived intangible assets, which are primarily composed of customer relationships, computer software and game library, developed technologies, and licenses, are capitalized and amortized on a straight-line basis over their estimated useful lives. Estimated useful lives are determined considering the period the assets are expected to contribute to future cash flows. Amortization of intangibles is included in cost of services, cost of product sales, or selling, general and administrative expenses in the consolidated statement of operations depending on the use and nature of the asset. Income Taxes Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their reported amounts using the substantively enacted tax rates in effect for the year in which the differences are expected to reverse. Tax credits are generally recognized as reductions of income tax provisions in the year in which the credits arise. The measurement of deferred tax assets is not recorded if, based upon available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The effect of a change in income tax rates is recognized as income or expense in the period that includes the enacted or substantively enacted date. Accounting for uncertainty in income taxes recognized in the consolidated financial statements is in accordance with accounting authoritative guidance. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and considers whether it is probable that a taxation Financial Statements Annual Report and Accounts 2024 Page | 113

authority will accept an uncertain tax treatment. We measure our tax balances either based on the most likely amount or the expected value, depending on which method provides a better prediction of the resolution of the uncertainty. We use the period cost method for global intangible low-taxed income (“GILTI”) provisions and therefore have not recorded deferred taxes for basis differences expected to reverse in future periods. We have not recorded a deferred tax liability in respect of any future remittance of earnings of foreign subsidiaries where we are able to control the remittance of earnings and it is probable that such earnings will not be remitted in the foreseeable future, or where no liability would arise on the remittance. Process for Disclosure and Recording of Liabilities Related to Legal Proceedings (♦) Many lawsuits and claims involve highly complex legal and related issues, including issues relating to causation, evidence, and alleged actual damages, all of which are otherwise subject to substantial uncertainties. Assessments of lawsuits and claims can involve a series of complex judgments about future events and can rely heavily on estimates and assumptions. When making determinations about recording liabilities related to legal proceedings, we comply with the requirements of IAS 37, Provisions, Contingent Liabilities and Contingent Assets, and related guidance, and record liabilities in those instances where we can reasonably estimate the amount of the loss and when the loss is probable. Where the reasonable estimate of the probable loss is a range of possible outcomes, we record as an accrual in the financial statements the most likely estimate of the loss, or the midpoint of the range if there is no one best estimate and any point in a continuous range is as likely as any other. We either disclose the amount of a possible loss or range of loss in excess of established accruals if estimable, or state that such an estimate cannot be made. We disclose significant legal proceedings even where liability is not probable or the amount of the liability is not estimable, or both, if we believe there is at least a reasonable possibility that a loss may be incurred. All legal costs are expensed as incurred. Because legal proceedings are subject to inherent uncertainties, and unfavorable rulings or developments could occur, there can be no certainty that we may not ultimately incur charges in excess of presently recorded liabilities. Many of the matters described are at preliminary stages or seek an indeterminate amount of damages. It is not uncommon for claims to be resolved over many years. A future adverse ruling, settlement, unfavorable development, or increase in accruals for one or more of these matters could result in future charges that could have a material adverse effect on our results of operations or cash flows in the period in which they are recorded. Based on experience and developments, we reexamine our estimates of probable liabilities and associated expenses and receivables each quarterly period, and whether we are able to estimate a liability previously determined to be not estimable and/or not probable. Where appropriate, we make additions to or adjustments of our estimated liabilities. As a result, the current estimates of the potential impact on our consolidated financial position, results of operations, and cash flows for the legal proceedings and claims pending against us could change in the future. Foreign Currency Translation and Foreign Currency Transactions The financial statements of subsidiaries with functional currencies other than the U.S. dollar are translated into U.S. dollars, with the resulting translation adjustments recorded as a component of other reserves within shareholders’ equity. Assets and liabilities are translated into U.S. dollars using the exchange rates in effect at the balance sheet date, while income and expense items are translated using the average exchange rates during the period. Subsidiaries with monetary assets and liabilities denominated in a currency other than the functional currency of the subsidiary are subject to remeasurement, the impact of which is recorded in foreign exchange (gain) loss, net, net in the consolidated statement of operations. Stock-Based Compensation Stock-based compensation expense represents the cost related to stock-based awards granted to directors and employees. Stock-based compensation cost is measured at the grant date or modification date, based on the estimated fair value of the award and recognized as expense, net of estimated forfeitures, over the vesting periods. For awards subject to cliff vesting, compensation cost is recognized by way of a straight-line method over the award’s expected vesting period. For awards subject to graded vesting, compensation cost is recognized by way of an accelerated attribution method over the entire awards’ expected vesting periods. The credit entry for stock-based compensation expense is recognized within Share Premium and Equity Reserves. Financial Statements Annual Report and Accounts 2024 Page | 114

3. Discontinued Operations and Assets Held for Sale IGT Gaming Discontinued Operations and Assets Held for Sale On July 26, 2024, the Parent and Everi entered into the Transaction Agreements whereby IGT Gaming and Everi will be simultaneously acquired in the Proposed Transaction. Under the terms of the Transaction Agreements, the Parent will receive approximately $4.05 billion in cash, subject to customary transaction adjustments in accordance with the Transaction Agreements, for IGT Gaming. Following the closing of the Proposed Transaction, the Combined Company will be privately owned and the Parent’s shareholders will have no further equity ownership of IGT Gaming, except for De Agostini S.p.A’s investment referenced in the section headed “Business Overview” on page 9. The Proposed Transaction, which is expected to be completed by the end of the third quarter of 2025, is subject to the satisfaction of customary closing conditions, including, among others: (i) final approval by Everi’s stockholders, which was received on November 14, 2024; (ii) clearance of U.S. anti-trust review, with the waiting period having expired on November 20, 2024; and (iii) receipt of regulatory approvals from gaming regulators in the jurisdictions where the Combined Company will operate. The criteria for reporting the IGT Gaming disposal group as held for sale were met upon entering into the Transaction Agreements. The Proposed Transaction represents a strategic shift that will have a major effect on the Company’s operations and financial results and accordingly, IGT Gaming is presented in the accompanying consolidated financial statements as a discontinued operation for all periods presented. The prior period comparatives in the consolidated balance sheet are not restated. The following represents the major classes of the IGT Gaming assets and liabilities held for sale: December 31, ($ in millions) 2024 Assets: Cash and cash equivalents 63 Trade and other receivables, net 321 Inventories, net 153 Other current assets 254 Systems, equipment and other assets related to contracts, net and Property, plant and equipment, net 408 Goodwill 1,783 Intangible assets, net 1,429 Other non-current assets 283 Assets held for sale 4,693 Liabilities: Accounts payable 139 Other current liabilities 410 Deferred income taxes 142 Other non-current liabilities 443 Liabilities held for sale 1,133 At December 31, 2024 and December 31, 2023, there were no other disposal groups that met the requirements to be classified as held for sale included in assets held for sale in our consolidated balance sheet. Financial Statements Annual Report and Accounts 2024 Page | 115

Shown below is the summarized statement of operations and selected cash flows for the IGT Gaming discontinued operations: For the year ended December 31, ($ in millions) 2024 2023 Total revenue 1,810 1,781 Total cost of revenue 784 881 Selling, general and administrative 366 412 Other expense, net 257 257 Income from discontinued operations before provision for income taxes 403 231 Provision for income taxes 75 98 Income from discontinued operations, net of tax 328 132 Less: Net income attributable to non-controlling interests from discontinued operations 6 2 Income from discontinued operations attributable to IGT PLC 322 130 Continuing Involvement We expect to have continuing involvement with the IGT Gaming business via a transition services agreement (“TSA”). As part of the TSA, we expect to provide various services such as information technology (i.e. data center hosting), human resources (i.e. payroll and benefits), and other back-office services for which we will receive compensation. These services generally expire after no more than two years after the Proposed Transaction closes. In addition, the Company and IGT Gaming will license or sublicense certain software, brands, and intellectual property to one another, which are subject to expiration based on the underlying contractual or statutory terms. With respect to our 60.0% ownership in Rhode Island VLT Company LLC (“RI VLT”), we expect to retain our ownership interest, but will enter into a management contract with IGT Gaming transferring the economic benefits to IGT Gaming following the closing of the Proposed Transaction. For the year ended December 31, Selected Cash Flows from Discontinued Operations ($ millions) 2024 2023 Depreciation and amortization 185 324 Cash paid during the period for: Interest 11 12 Income taxes 98 56 Capital expenditures 222 252 Financial Statements Annual Report and Accounts 2024 Page | 116

4. Revenue Recognition Disaggregation of Revenue The following table summarizes revenue disaggregated by the source of the revenue: For the year ended December 31, ($ in millions) 2024 2023 Operating and facilities management contracts, gross 2,498 2,494 Upfront license fee amortization (190) (191) Operating and facilities management contracts, net 2,308 2,304 Systems, software, and other 55 54 Service revenue 2,363 2,357 Product sales 149 171 Total revenue 2,512 2,528 Refer to Note 25. Segment Information for revenues by geographical location. Sources of Revenue Service Revenue Service revenue is derived from the following sources: • Operating and facilities management contracts, net; and • Systems, software, and other Operating and facilities management contracts, net Our revenue from operating contracts is derived primarily from long-term exclusive operating licenses in Italy. Under operating contracts, we manage all the activities along the lottery value chain including creating games, determining payouts, collecting wagers through our network, paying out prizes, managing all accounting and other back-office functions, running advertising and promotions, operating data transmission networks and processing centers, training staff, providing retailers with assistance, supplying materials including play slips, tickets, and receipts, and marketing and point-of-sale materials for the game. In most cases, the arrangement is accounted for as a single performance obligation composed of a series of distinct services that are substantially the same and have the same pattern of transfer (i.e., distinct days of service). Under operating contracts, we typically satisfy the performance obligation and recognize revenue over time because the customer simultaneously receives and consumes the benefits provided as we perform the services. The amount of consideration to which we are typically entitled is variable based on a percentage of sales. Revenue is typically recognized in the amount that we have the right to invoice the customer as this corresponds directly with the value to the customer of our performance completed to date. In arrangements where we are performing services on behalf of the government and the government is considered our customer, revenue is recognized net of prize payments, taxes, retailer commissions, and remittances to state authorities. Under operating contracts, we are generally required to pay an upfront license fee. Refer to the Upfront License Fees policy above for further details. Our revenue from FMCs is generated by designing, installing, and operating the online lottery system and retail terminal network. Under a typical FMC, we maintain ownership of the technology and equipment, and we are responsible for capital investments throughout the duration of the contract, although investments are generally concentrated during the early years, while the lottery authority maintains, in most instances, responsibility for the overall lottery operations. FMCs typically include a wide range of services to lottery customers related to the technology, equipment, and facilities such as hosting, maintenance, marketing, and other support services. We generally provide our lottery customers retailer terminal and communication network equipment through operating leases. In most cases, the arrangement is accounted for as a single performance obligation composed of a series of distinct services that are substantially the same and that have the same pattern of transfer. Under FMCs, we typically satisfy the performance obligation and recognize revenue over time because the customer simultaneously receives and consumes the benefits provided as we perform the services. The amount of transaction price to which we are entitled is typically variable based on a percentage of the sales of all lottery tickets, including draw-based or instant ticket games, although under certain of our agreements, we may receive fixed Financial Statements Annual Report and Accounts 2024 Page | 117

fees for certain goods or services. Revenue is typically recognized in the amount that we have the right to invoice the customer, as this corresponds directly with the value to the customer of our completed performance. Systems, software, and other Our lottery contracts generally include other services, including telephone support, software maintenance, hardware maintenance, and the right to receive unspecified upgrades or enhancements on a when-and-if-available basis, and other professional services including software development. Fees earned for other services are generally recognized as service revenue in the period the service is performed (i.e., over the support period). We also develop technology to enable lotteries to offer commercial services over their existing lottery infrastructure or over standalone networks separate from the lottery. Leveraging our distribution network and secure transaction processing, we offer high-volume processing of commercial transactions including prepaid cellular telephone recharges, bill payments, e-vouchers and retail-based programs, electronic tax payments, stamp duty services, prepaid card recharges, and money transfers. These services are primarily offered outside of North America. In most cases, these arrangements are considered to be short in duration. The amount of transaction price that we are typically entitled to is variable based on the number of transactions processed. Revenue is typically recognized in the amount that we have the right to invoice the customer as this corresponds directly with the value to the customer of our completed performance. Product Sales Product sales are derived from lottery products: Product sales revenue primarily includes the sale of lottery equipment, lottery systems, and printed products. Our revenue from the sale or sales-type lease of lottery systems and equipment typically includes multiple performance obligations, where we assemble, sell, deliver, and install turnkey lottery systems or lottery equipment (inclusive of point-of-sale terminals, if applicable) or deliver equipment and license the computer software for a fixed price. The lottery authority maintains, in most instances, responsibility for lottery operations. Our credit terms are predominantly short-term in nature. Revenue from the sale of lottery systems and equipment is recognized based upon the contractual terms of each arrangement. These arrangements generally include customer acceptance provisions and general rights to terminate the contract if we are in breach of the contract. In some arrangements, the performance obligation is satisfied over time if the customer controls the asset as it is created (i.e., when the asset is built at the customer site) or if our performance does not create an asset with an alternative use and we have an enforceable right to payment plus a reasonable profit for performance completed to date. If revenue is not recognized over time, it is generally recognized upon transfer of physical possession of the goods or the satisfaction of customer acceptance provisions. If the transaction includes multiple performance obligations, it is accounted for under arrangements with multiple performance obligations, discussed below. Our other lottery product sales are primarily derived from the production and sales of instant tickets and related services under instant ticket services contracts. Instant ticket services contracts are priced based on a percentage of ticket sales revenue or on a price per unit basis. In these arrangements, the performance obligation is generally satisfied at a point in time (i.e., upon transfer of control of the instant tickets to the customer) based on the contractual terms of each arrangement. Contract Balances Contract assets reflect revenue recognized in advance of invoicing our customer. The amount of contract assets, which is included within other current assets and other non-current assets in the consolidated balance sheet, was $48 million and $147 million at December 31, 2024 and December 31, 2023, respectively. Contract liabilities relate to payments received in advance of the satisfaction of performance under the contract. The amount of contract liabilities, which is included within other current liabilities and other non-current liabilities in the consolidated balance sheet, was $61 million and $112 million at December 31, 2024 and December 31, 2023, respectively. The amount of revenue recognized during the years ended December 31, 2024 and 2023 that was included in the contract liabilities balance at the beginning of each period was $25 million and $62 million (of which $28 million related to continuing operations), respectively. Financial Statements Annual Report and Accounts 2024 Page | 118

Transaction Price Allocated to Remaining Performance Obligations At December 31, 2024, the transaction price allocated to unsatisfied performance obligations for contracts expected to be greater than one year, or performance obligations for which we do not have a right to consideration from the customer in the amount that corresponds to the value to the customer for our performance completed to date, variable consideration which is not accounted for in accordance with the sales-based or usage-based royalties guidance, or contracts which are not wholly unperformed, is approximately $853 million. Of this amount, we expect to recognize as revenue approximately 25% within the next 12 months, approximately 33% between 13 and 36 months, approximately 21% between 37 and 60 months, and the remaining balance through July 9, 2036. 5. Trade and Other Receivables, net Trade and other receivables are recorded at amortized cost, net of allowance for credit losses, and represent a contractual right to receive money on demand or on fixed or determinable dates that are typically short-term with payment due within 90 days or less. December 31, ($ in millions) 2024 2023 Trade and other receivables, gross 469 692 Allowance for credit losses (1) (1) (7) Trade and other receivables, net 468 685 (1) As of and for the year ended December 31, 2024, balances and activity related to the allowance for credit losses were immaterial. The following table presents the activity in the allowance for credit losses: December 31, ($ in millions) 2023 Balance at beginning of year (11) Benefits, net 2 Amounts written off as uncollectible 1 Balance at end of year (7) We enter into various factoring agreements with third-party financial institutions to sell certain of our trade receivables. We factored trade receivables of $403 million and $373 million during the years ended December 31, 2024 and 2023, respectively, under these factoring arrangements. The cash received from these arrangements is reflected as net cash provided by operating activities in the consolidated statement of cash flows. In certain of these factoring arrangements, for ease of administration, we will collect customer payments related to the factored gross receivables, including our trade receivables, which we then remit to the financial institutions. At December 31, 2024 and 2023, we had $152 million and $133 million, respectively, that was collected on behalf of the financial institutions and recorded as other current liabilities in the consolidated balance sheet. The net cash flows relating to these collections are reported as financing activities in the consolidated statement of cash flows. The following table presents an analysis of our past due trade and other receivables, gross of allowance for credit losses: December 31, 2024 December 31, 2023 ($ in millions) $ % $ % Current 447 95.4 % 597 86.3 % Past due 22 4.6 % 95 13.7 % 469 100.0 % 692 100.0 % As of December 31, 2024 and December 31, 2023, approximately 92% and 61%, respectively, of past due trade receivables were less than 31 days past due, approximately 2% and 21%, respectively, were 31 to 90 days past due, and the remaining balances were greater than 91 days past due. Financial Statements Annual Report and Accounts 2024 Page | 119

6. Inventories, net December 31, ($ in millions) 2024 2023 Raw materials 25 208 Work in progress 3 38 Finished goods 87 90 Inventories, gross 114 335 Obsolescence reserve (1) (2) (18) Inventories, net 113 317 (1) As of and for the year ended December 31, 2024, balances and activity related to excess and obsolete inventory reserves were immaterial. The following table presents the activity in the obsolescence reserve: December 31, ($ in millions) 2023 Balance at beginning of year (22) Provisions, net (10) Amounts written off 14 Balance at end of year (18) The cost of inventories related to product sales that were recognized as an expense during 2024 and 2023 was $112 million and $106 million, respectively. 7. Other Assets Other Current Assets December 31, ($ in millions) Notes 2024 2023 Prepaid expenses 42 46 Income taxes receivable 12 34 Deferred costs 12 26 Value-added tax receivable 12 21 Other tax receivables 10 22 Contract assets 4 9 55 Customer financing receivables, net 4 147 Other 24 36 125 387 Financial Statements Annual Report and Accounts 2024 Page | 120

Other Non-Current Assets Amortization Start Date (1) December 31, ($ in millions) License Term Notes 2024 2023 Upfront license fees, net: Italian Scratch & Win 9 years October 2019 346 467 Italian Lotto 9 years December 2016 83 184 New Jersey 15 years, 9 months October 2013 39 48 Indiana 16 years, 1 month June 2015 6 7 Rhode Island 20 years, 6 months January 2023 3 26 478 732 Contract assets 4 39 92 Deferred income taxes 19 37 50 Customer financing receivables, net 1 70 Other 62 75 617 1,018 (1) Upfront license fees are amortized on a straight-line basis. Customer Financing Receivables Customers' payment terms for customer financing receivables are confirmed with a written financing contract, lease contract, or promissory note and a security agreement is typically signed by the parties granting us a security interest in the related products sold or leased. Customer financing interest income is recognized based on market rates prevailing at issuance. Customer financing receivables are recorded at amortized cost, net of any allowance for credit losses. Amounts related to customer financing receivables at December 31, 2024 on a continuing operations basis are immaterial and at December 31, 2023 are classified in the consolidated balance sheet as follows: December 31, 2023 ($ in millions) Current Assets Non-Current Assets Total Customer financing receivables, gross 178 76 254 Allowance for credit losses (31) (6) (37) Customer financing receivables, net 147 70 217 The following table presents the activity in the allowance for credit losses: December 31, ($ in millions) 2023 Balance at beginning of year (52) Benefits, net 4 Amounts written off as uncollectible 11 Balance at end of year (37) Financial Statements Annual Report and Accounts 2024 Page | 121

8. Fair Value Measurements Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis As of December 31, 2024, the carrying amounts of our significant financial assets and liabilities measured at fair value on a recurring basis are as follows: December 31, 2024 ($ in millions) Balance Sheet Location Level 1 Level 2 Level 3 Total Fair Value Assets: Derivative assets Other current assets — 6 — 6 Equity investments Other non-current assets 5 — — 5 Liabilities Derivative liabilities Other current liabilities — 48 — 48 As of December 31, 2023, the carrying amounts of financial assets and liabilities measured at fair value included derivative assets, equity investments, and derivative liabilities of $2 million, $6 million, and $5 million, respectively. Derivative assets and liabilities classified as Level 2 were derived from quoted market prices for similar instruments or by discounting the future cash flows with adjustment for credit risk as appropriate. All significant inputs were derive from or corroborated by observable market data including current forward exchange rates, among others. Financial Assets and Liabilities Not Carried at Fair Value The carrying amounts and fair value hierarchy classification of our significant financial assets and liabilities not carried at fair value as of December 31, 2024 and 2023 are as follows: December 31, 2024 ($ in millions) Carrying Amount Level 1 Level 2 Level 3 Total Fair Value Assets: Equity investments 11 — — 11 11 Liabilities: Debt (1) 5,361 — 5,346 — 5,346 Amounts related to customer financing receivables and jackpot liabilities at December 31, 2024 on a continuing operations basis are immaterial. December 31, 2023 ($ in millions) Carrying Amount Level 1 Level 2 Level 3 Total Fair Value Assets: Customer financing receivables, net 217 — — 217 217 Equity investments 11 — — 11 11 Liabilities: Jackpot liabilities 155 — — 135 135 Debt (1) 5,655 — 5,620 — 5,620 (1) Excludes short-term borrowings. The fair value is determined based on quoted market prices for identical or similar instruments. Level 3 equity investments are measured at cost, less impairment, plus or minus changes resulting from observable price changes, which approximates fair value. 9. Derivative Financial Instruments We use derivative hedging instruments, principally foreign currency forward contracts and interest rate swaps, for the purpose of managing currency risks and interest rate risk arising from our operations and sources of financing. Financial Statements Annual Report and Accounts 2024 Page | 122

Cash Flow Hedges The notional amount of foreign currency forward contracts, designated as cash flow hedges, outstanding at December 31, 2024 and 2023 were $68 million and $78 million, respectively. The amount recorded within other comprehensive (loss) income at December 31, 2024 is expected to impact the consolidated statement of operations in 2025. Refer to Note 21 – Shareholders’ Equity - Other Reserves for further information. Derivatives Not Designated as Hedging Instruments The notional amount of foreign currency forward contracts, not designated as hedging instruments, outstanding at December 31, 2024 and 2023 was $942 million and $394 million, respectively. Included in the outstanding foreign currency forward contracts at December 31, 2024, was a forward contract entered into in the third quarter of 2024 related to anticipated proceeds from the Proposed Transaction. Specifically, the Company entered into deal-contingent foreign exchange forward contracts for a notional amount of €450 million, with no upfront cash cost, to manage its exposure to foreign currency exchange rate fluctuations of the U.S. denominated proceeds against the Euro. The forward contracts will net cash settle if the deal closes by November 21, 2025. Unrealized losses of $34 million as of December 31, 2024 have been recognized within foreign exchange (gain) loss, net in the consolidated statement of operations. 10. Financial Risk Management Our activities expose us to a variety of market risks including interest rate risk and foreign currency exchange rate risk. Our overall risk management strategy focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on our performance through ongoing operational and finance activities. We monitor and manage our exposure to such risks both centrally and at the local level, as appropriate, as part of our overall risk management program with the objective of seeking to reduce the potential adverse effects of such risks on our results of operations and financial position. Depending upon the risk assessment, we use selected derivative hedging instruments, including principally interest rate swaps and foreign currency forward contracts, for the purpose of managing interest rate risk and currency risks arising from our operations and sources of financing. Our policy is not to enter into such contracts for speculative purposes. Our accounting policies and disclosures regarding derivatives are set out in Note 2 – Summary of Material Accounting Policy Information, and Note 9 – Derivative Financial Instruments. The following section provides qualitative and quantitative disclosures on the effects that these risks may have. The quantitative data reported below does not have any predictive value and does not reflect the complexity of the markets or reactions which may result from any changes that are assumed to have taken place. Interest Rate Risk Indebtedness Our exposure to changes in market interest rates relates primarily to its cash and financial liabilities which bear floating interest rates. Our policy is to manage interest cost using a mix of fixed and variable rate debt. We have historically used various techniques to mitigate the risks associated with future changes in interest rates, including entering into interest rate swap and treasury rate lock agreements. At December 31, 2024 and 2023, approximately 25% and 28% of our Net debt portfolio was exposed to interest rate fluctuations, respectively. Our exposure to floating rates of interest primarily relates to the Revolving Credit Facilities and Euro Term Loan Facilities due January 2027. At December 31, 2024 and December 31, 2023, we did not hold any interest rate swaps. A hypothetical 100 basis points increase in interest rates for 2024 and 2023, would have resulted in approximately $9 million and $11 million, of incremental interest expense attributed to continuing operations, respectively, and approximately $4 million of incremental interest expense attributed to discontinued operations for both periods. Financial Statements Annual Report and Accounts 2024 Page | 123

Foreign Currency Exchange Rate Risk We operate on an international basis across a number of geographical locations. We are exposed to (i) transactional foreign exchange risk when our subsidiaries enter into transactions in a currency other than its functional currency, and (ii) translation foreign exchange risk which arises when we translate the financial statements of our foreign entities into U.S. dollars for the preparation of the consolidated financial statements. Transactional Risk Our subsidiaries generally execute their operating activities in their respective functional currencies. In circumstances where we enter into transactions in a currency other than the functional currency of the relevant entity, we seek to minimize our exposure by (i) sharing risk with our customers (for example, in limited circumstances, but whenever possible, we negotiate clauses into our contracts that allows for price adjustments should a material change in foreign exchange rates occur), (ii) creating a natural hedge by netting receipts and payments, (iii) utilizing foreign currency borrowings, and (iv) where applicable, by entering into foreign currency forward and option contracts. The principal foreign currency to which we are exposed is the euro. A hypothetical 10% devaluation in the U.S. dollar against the euro at year end, with all other variables held constant, would have resulted in lower income from continuing operations before provision for income taxes of approximately $86 million and $110 million for December 31, 2024 and 2023, respectively. Our euro exposure primarily arises from euro denominated long-term debt. Based on our long-term forecast, we undertake to match and maintain the mix of euro denominated debt to the mix of euro sourced EBITDA. From time to time, our subsidiaries enter into foreign currency forward and option contracts to reduce the exposure associated with certain firm commitments, variable service revenues, and certain assets and liabilities denominated in foreign currencies. These contracts generally have average maturities of 12 months or less, and are regularly renewed to provide continuing coverage throughout the year. It is our policy to negotiate the terms of the hedge derivatives to match the terms of the hedged item to maximize hedge effectiveness. At December 31, 2024, our subsidiaries had forward contracts for the sale of approximately $93 million of foreign currency (primarily euro, Canadian dollar, Swiss franc, New Taiwan dollar, and Colombian Peso) and the purchase of approximately $918 million of foreign currency (primarily euro, U.S. dollar, British pounds, and Mexican peso), which includes the deal-contingent foreign exchange forward contracts described in Note 9 – Derivative Financial Instruments and a foreign exchange forward contract on the Euro Term Loan Facilities installment due January 2025. At December 31, 2023, our subsidiaries had forward contracts for the sale of approximately $79 million of foreign currency (primarily Canadian dollar, Australian dollar, Swiss franc, Czech koruna, and New Taiwan dollar) and the purchase of approximately $229 million of foreign currency (primarily U.S. dollar, British pounds, Canadian dollar, euro, and Mexican peso). Translation Risk Certain of our subsidiaries are located in countries that are outside of the U.S., in particular the Eurozone. As our reporting currency is the U.S. dollar, the income statements of those entities are converted into U.S. dollars using the average exchange rate for the period, and while revenues and costs are unchanged in local currency, changes in exchange rates may lead to effects on the converted balances of revenues, costs, and the result in U.S. dollars. The monetary assets and liabilities of consolidated entities that have a reporting currency other than the U.S. dollar are translated into U.S. dollars at the period-end foreign exchange rate. The effects of these changes in foreign exchange rates are recognized directly in the consolidated statement of shareholders’ equity within other reserves. Our foreign currency exposure primarily arises from changes between the U.S. dollar and the euro. A hypothetical 10% decrease in the U.S. dollar to euro exchange rate, with all other variables held constant, would have increased equity by $60 million and $36 million for 2024 and 2023, respectively. Capital Management The primary goal of our capital management strategy is to ensure strong credit ratings and healthy financial ratios (as described for our debt facility covenants) in order to support our business while maximizing corporate value and reducing our financial risks. We consider all equity and debt to be managed capital of the Company. Financial Statements Annual Report and Accounts 2024 Page | 124

We manage our capital structure and make adjustments based on long-term strategy decisions in light of changes in economic conditions. Additionally, we seek to preserve an optimal weighted average cost of capital and maintain sufficient financial flexibility to pursue growth opportunities. Our capital structure is as follows: December 31, ($ in millions) 2024 2023 Total Debt (Note 16) 5,368 5,681 Less: Cash and cash equivalents 584 572 Total Net Debt 4,784 5,109 Total Equity 1,963 1,789 11. Systems, Equipment and Other Assets Related to Contracts, net and Property, Plant and Equipment, net Systems & Equipment, net consists of the following: ($ in millions) Terminals and Systems Furniture and Equipment Construction in Progress Total Estimated life (in years) < 10 5 - 10 Net book value Balance at December 31, 2022 769 32 97 899 Additions 68 5 102 175 Depreciation (256) (10) — (266) Disposals (5) — (2) (7) Transfers from inventory 128 — — 129 Transfers 106 5 (112) — Other (2) — — (2) Balance at December 31, 2023 809 34 86 928 Additions 8 5 102 114 Depreciation (147) (11) — (157) Reclassification as held for sale (262) (1) (42) (305) Disposals (1) — — (1) Foreign currency translation 1 (1) (5) (5) Transfers 86 7 (87) 6 Other 2 — — 2 Balance at December 31, 2024 495 33 53 581 Balance at December 31, 2023 Cost 2,843 131 86 3,059 Accumulated depreciation (2,034) (97) — (2,131) Net book value 809 34 86 928 Balance at December 31, 2024 Cost 2,048 146 53 2,247 Accumulated depreciation (1,553) (113) — (1,666) Net book value 495 33 53 581 Financial Statements Annual Report and Accounts 2024 Page | 125

PPE, net consists of the following: ($ in millions) Land Buildings Furniture and Equipment Construction in Progress Total Estimated life (in years) 40 5 - 10 Net book value Balance at December 31, 2022 1 11 80 21 113 Additions — 3 7 18 28 Depreciation — — (26) — (26) Disposals — — (2) — (2) Foreign currency translation — (1) 4 — 2 Transfers — 1 11 (12) — Balance at December 31, 2023 1 14 73 28 115 Additions — 1 6 21 27 Depreciation — — (13) — (14) Reclassification as held for sale — (3) (33) (9) (45) Foreign currency translation — — 5 — 5 Transfers — (6) 6 (7) (6) Other — — (2) — (2) Balance at December 31, 2024 1 5 43 32 81 Balance at December 31, 2023 Cost 1 67 304 28 399 Accumulated depreciation — (53) (231) — (284) Net book value 1 14 73 28 115 Balance at December 31, 2024 Cost 1 13 290 32 336 Accumulated depreciation — (8) (247) — (255) Net book value 1 5 43 32 81 For the year ended December 31, ($ in millions) 2024 2023 Depreciation expense 171 176 12. Leases Lessee We have leases for real estate (warehouses, office space, data centers), vehicles, communication equipment, and other equipment. Many of our real estate leases include one or more options to renew, while some include termination options. Certain vehicle and equipment leases include residual value guarantees and options to purchase the leased asset. Many of our real estate leases include variable payments for maintenance, real estate taxes, and insurance that are determined based on the actual costs incurred by the landlord. Financial Statements Annual Report and Accounts 2024 Page | 126

The classification of our leases in the consolidated balance sheet is as follows: December 31, ($ in millions) Balance Sheet Classification 2024 2023 Assets: ROU asset, net (1) Right-of-use assets 111 199 Total lease assets 111 199 Liabilities: Lease liability, current Other current liabilities 32 47 Lease liability, non-current Lease liabilities 98 230 Total lease liabilities 130 277 (1) ROU assets are recorded net of accumulated amortization of $182 million and $207 million at December 31, 2024 and 2023, respectively. ROU asset, net, by class of underlying assets is as follows: December 31, ($ in millions) 2024 2023 Real estate 102 188 Vehicles 4 5 Other equipment 5 5 Total ROU asset, net 111 199 Components of expense related to leases are as follows: For the year ended December 31, ($ in millions) 2024 2023 Real estate 25 24 Vehicles 2 3 Other equipment 2 3 Total amortization expense 29 31 Interest expense 7 7 Variable lease costs (1) 17 19 Short-term lease expense 23 19 (1) Includes immaterial amounts related to sublease income. Maturities of lease liabilities at December 31, 2024 are as follows ($ in millions): Year Total (1) 2025 38 2026 33 2027 23 2028 16 2029 13 Thereafter 28 Total lease payments 150 Less: Imputed interest (20) Present value of lease liabilities 130 (1) The maturities above exclude leases that have not yet commenced. Financial Statements Annual Report and Accounts 2024 Page | 127

Cash flow information and non-cash activity related to leases is as follows: For the year ended December 31, ($ in millions) 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows 7 7 Finance cash flows 30 30 Non-cash activity: ROU assets obtained in exchange for lease obligations (net of early terminations) 31 7 13. Restructuring OPtiMa 3.0 During the third quarter of 2024, we initiated a restructuring plan (“OPtiMa 3.0”) to realign and optimize our cost structure due to ending of the TSA period after the two Italian dispositions (Italian gaming B2C businesses & Italian commercial services business) and the Proposed Transaction for the sale of IGT Gaming. The plan is focused on realigning and optimizing our general & administrative activities. Actions under the plan include the reduction of approximately 3% of our workforce, the optimization of our real estate footprint given our hybrid workforce and headcount reductions, and the reduction of other indirect costs previously incurred due to a larger business portfolio. Employee actions commenced in the third quarter of 2024 and are expected to be completed within the next 12 months. During the year ended December 31, 2024 we incurred $37 million in severance and related employee costs under the plan. 2021 Italian Workforce Redundancies In connection with the sale of our Italian B2C businesses, management agreed to provide to the buyer information technology and back-office services for a period of one to three years via a TSA. As certain of these services were concluding, during the fourth quarter of 2021 management performed a detailed review of redundant roles and created a plan to eliminate certain redundancies as TSA services lapsed, by commencing voluntary early retirement programs. Since the plan’s inception, we incurred approximately $32 million in severance and related employee costs associated with these early retirement programs through December 31, 2024, as management and the identified employees reached a mutual understanding of the separation benefits. Cash payments associated with these programs are expected to be made through 2030. During the years ended December 31, 2024 and December 31, 2023 we incurred $1 million and $13 million, respectively, of severance and related employee costs under the plan. The following table summarizes consolidated restructuring expense for all restructuring programs by type of cost: For the year ended December 31, ($ in millions) 2024 2023 Severance and Related Employee Costs 38 13 Total 38 13 Financial Statements Annual Report and Accounts 2024 Page | 128

Rollforward of Restructuring Liability The following table presents the activity in the restructuring liability under the above and other ongoing plans for the years ended December 31, 2024 and 2023: ($ in millions) Severance and Related Employee Costs Other Total Balance at December 31, 2022 13 — 13 2021 Italian workforce redundancies plan expense, net 13 — 13 Payments (5) — (5) Reversals of expense and other(1) 1 — 1 Balance at December 31, 2023 21 — 21 2024 OPtiMa 3.0 plan expense, net 37 — 37 Payments under all plans (12) — (12) Reversals of expense and other(1) (3) — (3) Impact of update to discount rate 1 — 1 Balance at December 31, 2024 44 — 44 (1) Includes foreign currency translation adjustments All liabilities are related to severance and related employee costs. 14. Goodwill Changes in the carrying amount of goodwill consist of the following: December 31, ($ in millions) 2024 2023 Balance at beginning of year 4,592 4,562 Foreign currency translation (37) 30 Reclassification as held for sale (1,798) — Balance at end of year 2,758 4,592 Total goodwill at December 31, 2024 and 2023 is net of $1.4 billion of accumulated impairment losses. Impairment The process of evaluating potential impairments related to goodwill requires the application of significant judgment. Goodwill is tested for impairment annually, in the fourth quarter, or whenever events or changes in circumstances indicate the carrying amount may not be recoverable. If an event occurs that would cause revisions to the estimates and assumptions used in analyzing the fair value of goodwill, the revision could result in a non-cash impairment loss that could have a material impact on financial results. The goodwill impairment test compares the recoverable amount of our cash-generating unit (which is the same as our reportable segment) with its carrying amount, and an impairment loss is recognized for the amount by which the carrying amount exceeds the cash-generating unit's recoverable amount. (♦) We estimate the recoverable amount of the cash-generating unit using either an income approach based on projected discounted cash flows, a market approach, or a combination of both. The procedures we follow include, but are not limited to, the following: • Analysis of the conditions in, and the economic outlook for, the cash-generating unit; • Analysis of general market data, including economic, governmental, and environmental factors; • Review of the history, current state, and future operations of the cash-generating unit; • Analysis of financial and operating projections based on historical operating results, industry results, and expectations; • Analysis of financial, transactional, and trading data for companies engaged in similar lines of business to develop appropriate valuation multiples and operating comparisons; and • Calculation of our market capitalization, total invested capital, the implied market participant acquisition premium, and supporting qualitative and quantitative analysis. Financial Statements Annual Report and Accounts 2024 Page | 129

(♦) Under the income approach, the recoverable amount of the cash-generating unit is determined based on the present value of the unit's estimated future cash flows, discounted at a risk-adjusted rate. We use internal forecasts for a five-year period to estimate future cash flows and estimate long-term future growth rates based on internal projections of the long-term outlook for the cash-generating unit. We use discount rates that are commensurate with the risks and uncertainty inherent in the cash-generating unit and in internally developed forecasts. The market approach considers comparable market data based on multiples of earnings before interest, taxes, depreciation and amortization. Estimating the recoverable amount of the cash-generating unit requires management to use its judgment in making estimates and making forecasts that are based on a number of factors including forecasted revenue, forecasted operating profits, terminal growth rates, and weighted-average costs of capital. Actual results may differ from those assumed in forecasts. As permitted by IAS 36, Impairment of Assets, the recoverable amounts resulting from the most recent detailed calculations were used for the 2024 annual impairment test as the standard’s criteria was considered satisfied: the margin by which the recoverable amount exceeded the cash generating unit’s carrying amount (commonly referred to as “headroom”) was substantial; there have been no significant changes in the assets and liabilities; and the likelihood that the recoverable amount would be less than the carrying amount is remote. The date of the most recent detailed recoverable amount calculation and resulting headroom is as follows: Date of most recent recoverable amount calculation Headroom December 31, 2023 >100% The key assumptions to which the calculation of fair value less costs of disposals that are most sensitive include the cash-generating unit’s forecasted EBITDA, long-term growth rates, and discount rate. The values assigned to these key assumptions reflect IGT’s experience. Reasonably possible changes in any of these key assumptions would not result in a material difference in the recoverable amount. As of December 31, 2024, the carrying amount of trademarks with indefinite lives was immaterial. As of December 31, 2023, approximately 63% of the carrying amount of trademarks with indefinite lives were allocated to the Global Lottery cash-generating unit, approximately 31% to the Global Gaming cash-generating unit and approximately 6% to the PlayDigital cash-generating unit. Financial Statements Annual Report and Accounts 2024 Page | 130

15. Intangible Assets, net Intangible assets at December 31, 2024 and 2023 are summarized as follows: Net Book Value ($ in millions) Customer relationships Trademarks (indefinite-lived) Trademarks (definite-lived) Computer software and game library Licenses - Other License - IP Developed technologies Capitalized software development Other Total Balance at December 31, 2022 835 245 65 78 3 75 61 — 9 1,372 Additions — — — 20 1 321 1 33 17 393 Amortization (114) — (7) (36) (2) (29) (19) (4) (3) (214) Foreign currency translation — — — — — — 11 — (8) 3 Write-off and other — — — (1) — — — — (1) (2) Balance at December 31, 2023 720 245 58 61 2 367 54 29 15 1,552 Additions — 1 — 21 4 3 — — 1 29 Amortization (9) — — (13) (3) — — — (3) (27) Reclassification as held for sale (679) (245) (58) (34) — (355) (50) (29) (12) (1,462) Foreign currency translation — — — (4) — — — — 2 (2) Write-off and other — — — (3) 2 — — — — (1) Balance at December 31, 2024 32 1 — 30 6 16 3 — 2 89 December 31, 2023 Cost 2,331 255 224 922 61 396 286 33 65 4,573 Accumulated amortization (1,564) — (127) (855) (59) (29) (232) (4) (32) (2,901) Accumulated impairment loss (47) (10) (39) (7) — — — — (18) (120) 720 245 58 61 2 367 54 29 15 1,552 Weighted average life (in years) 15.6 — 12.7 5.8 4.5 8.5 6.1 1.7 6.2 December 31, 2024 Cost 718 1 — 270 62 16 37 — 25 1,129 Accumulated amortization (683) — — (240) (56) — (34) — (23) (1,036) Accumulated impairment loss (3) — — — — — — — — (3) 32 1 — 30 6 16 3 — 2 89 Weighted average life (in years) 15.1 — — 6.3 4.5 8.1 12.7 — 10.1 Financial Statements Annual Report and Accounts 2024 Page | 131

For the year ended December 31, ($ in millions) 2024 2023 Amortization expense 27 32 In June 2023, the Company entered into a ten-year licensing agreement with Sony that grants the Company exclusive rights to the Wheel of Fortune® brand across gaming, lottery, iGaming, and iLottery and non-exclusive rights to distribute Wheel of Fortune® content for free-to-play social casinos. Minimum guaranteed payments of $313 million under the agreement are included as a licensed IP asset within intangible assets, net with a corresponding licensing obligation payable within other non-current liabilities. The licensing agreement is substantially included in assets held for sale as of December 31, 2024, with approximately $13 million remaining in continuing operations for the continued use of the brand across lottery and iLottery. Amortization expense on intangible assets, on a continuing operations basis, for the next five years is expected to be as follows ($ in millions): Year Amount 2025 27 2026 20 2027 13 2028 7 2029 4 71 16. Debt Our long-term debt obligations consist of the following: December 31, 2024 December 31, 2023 ($ in millions) Principal Debt issuance cost, net Other Total Principal Debt issuance cost, net Other Total 6.500% Senior Secured U.S. Dollar Notes due February 2025 — — — — 500 (1) — 499 4.125% Senior Secured U.S. Dollar Notes due April 2026 750 (2) — 748 750 (3) — 747 3.500% Senior Secured Euro Notes due June 2026 779 (2) — 777 829 (3) — 826 6.250% Senior Secured U.S. Dollar Notes due January 2027 750 (2) — 748 750 (3) — 747 2.375% Senior Secured Euro Notes due April 2028 519 (2) — 517 553 (3) — 550 5.250% Senior Secured U.S. Dollar Notes due January 2029 750 (4) — 746 750 (5) — 745 4.250% Senior Secured Euro Notes due March 2030 519 (6) — 513 — — — — Senior Secured Notes 4,068 (18) — 4,050 4,131 (18) — 4,113 Euro Term Loan Facilities due January 2027 623 (1) (5) 617 884 (3) (6) 875 Revolving Credit Facility B due July 2027 334 (2) — 332 467 (3) 1 465 Revolving Credit Facility A due July 2027 163 (3) 1 161 216 (4) 1 213 Long-term debt, less current portion 5,188 (25) (3) 5,160 5,699 (29) (5) 5,665 Euro Term Loan Facilities due January 2027 208 — — 208 — — — — Current portion of long-term debt 208 — — 208 — — — — Short-term borrowings — — — — 16 — — 16 Total debt 5,396 (25) (3) 5,368 5,714 (29) (5) 5,681 Financial Statements Annual Report and Accounts 2024 Page | 132

The principal amount of long-term debt maturing over the next five years and thereafter as of December 31, 2024 is as follows ($ in millions): Year U.S. Dollar Denominated Euro Denominated Total 2025 — 208 208 2026 750 987 1,737 2027 1,093 569 1,662 2028 — 519 519 2029 750 — 750 2030 and thereafter — 519 519 Total principal payments 2,593 2,803 5,396 Senior Secured Notes All of the senior secured notes (the “Notes”) were rated BBB- by Fitch Ratings, Inc. (“Fitch”), Ba1 by Moody’s Investor Service (“Moody’s”), and BB+ by Standard & Poor’s Ratings Services (“S&P”), at December 31, 2024. The key terms of the Notes are as follows: Description Principal (in millions) Effective Interest Rate Issuer Redemption 4.125% Senior Secured U.S. Dollar Notes due April 2026 $750 4.34% Parent + 3.500% Senior Secured Euro Notes due June 2026 €750 3.65% Parent + 6.250% Senior Secured U.S. Dollar Notes due January 2027 $750 6.41% Parent ++ 2.375% Senior Secured Euro Notes due April 2028 €500 2.50% Parent + 5.250% Senior Secured U.S. Dollar Notes due January 2029 $750 5.39% Parent + 4.250% Senior Secured Euro Notes due March 2030 €500 4.48% IGT Lottery Holdings B.V. + + The issuer of the debt (the “Issuer”) may redeem in whole or in part at any time prior to the first date set forth in the redemption price schedule at 100% of their principal amount together with accrued and unpaid interest and a make-whole premium. After such date, the Issuer may redeem in whole or in part at a redemption price set forth in the redemption price schedule in the indenture governing the applicable Notes, together with accrued and unpaid interest. The Issuer may also redeem in whole but not in part at 100% of the principal amount together with accrued and unpaid interest in connection with certain tax events. Upon the occurrence of certain events, the Issuer will be required to offer to repurchase all of the applicable Notes at a price equal to 101% of their principal amount together with accrued and unpaid interest. ++ The Parent may redeem in whole or in part at any time prior to the date which is six months prior to maturity at 100% of their principal amount together with accrued and unpaid interest and a make-whole premium. After such date, the Parent may redeem in whole or in part at 100% of the principal amount together with accrued and unpaid interest. The Parent may also redeem in whole but not in part at 100% of the principal amount together with accrued and unpaid interest in connection with certain tax events. Upon the occurrence of certain events, the Parent will be required to offer to repurchase all of the applicable Notes at a price equal to 101% of their principal amount together with accrued and unpaid interest. The Notes issued by the Parent are guaranteed by certain subsidiaries of the Parent and secured by ownership interests in certain subsidiaries of the Parent, certain intercompany loans with principal balances in excess of $10 million, and certain accounts receivable. The 4.250% Senior Secured Euro Notes due March 2030 (the “4.250% Notes”) are guaranteed by the Parent and certain subsidiaries of the Parent, and secured by ownership interests in certain subsidiaries of the Parent, certain intercompany loans with principal balances in excess of $10 million, and certain accounts receivable. Interest on the Notes is payable semi-annually in arrears. The Notes contain customary covenants and events of default. At December 31, 2024, the issuers were in compliance with such covenants. On September 18, 2024, IGT Lottery Holdings B.V. issued €500 million of the 4.250% Notes at par. The Parent used the proceeds primarily to redeem the 6.500% Senior Secured U.S. Dollar Notes due February 2025 in full at par for total consideration, excluding interest, of $500 million. The Company recorded a $0.4 million loss on extinguishment of debt in Financial Statements Annual Report and Accounts 2024 Page | 133

connection with the redemption of the 6.500% Senior Secured U.S. Dollar Notes due February 2025, which is classified in other non-operating expense, net in the consolidated statement of operations for the year ended December 31, 2024. Prior to September 15, 2026, IGT Lottery Holdings B.V. may redeem the 4.250% Notes in whole or in part at 100% of their principal amount together with accrued and unpaid interest and a make-whole premium. From September 15, 2026 to September 14, 2027, IGT Lottery Holdings B.V. may redeem the 4.250% Notes in whole or in part at 102.125% of their principal amount together with accrued and unpaid interest. From September 15, 2027 to September 14, 2028, IGT Lottery Holdings B.V. may redeem the 4.250% Notes in whole or in part at 101.0625% of their principal amount together with accrued and unpaid interest. On or after September 15, 2028, IGT Lottery Holdings B.V. may redeem the 4.250% Notes in whole or in part at 100% of their principal amount together with accrued and unpaid interest. Upon the occurrence of certain events constituting a change of control, IGT Lottery Holdings B.V. may be required to offer to repurchase all of the 4.250% Notes at a price equal to 101% of the principal amount together with accrued and unpaid interest. In certain events of default, the 4.250% Notes outstanding may become due and payable immediately. On October 27, 2023, the Parent exercised the right to redeem in full the remaining €112 million of the 3.500% Senior Secured Euro Notes due July 2024 on November 7, 2023 for a redemption price of 100% of the principal amount consistent with the terms of the indenture governing such notes, together with accrued and unpaid interest. On February 28, 2023, the Parent exercised the right to redeem (i) €188 million of the 3.500% Senior Secured Euro Notes due July 2024 on March 16, 2023 for a redemption price of 100% of the principal amount and a make-whole call premium consistent with the terms of the indenture governing such notes, together with accrued and unpaid interest, and (ii) $200 million of the 6.500% Senior Secured U.S. Dollar Notes due February 2025 on March 16, 2023 for a redemption price of $1,012.54 per $1,000.00 of principal amount, together with accrued and unpaid interest. In January 2023, International Game Technology redeemed the 5.350% Senior Secured U.S. Dollar Notes due October 2023 issued by International Game Technology in full pursuant to the exercise of the make-whole call option for $61 million, excluding interest. Euro Term Loan Facilities The Parent and certain of its subsidiaries are parties to an Amended and Restated Senior Facilities Agreement dated July 21, 2021, as amended (the “TLF Agreement”), which provides for two €500 million senior secured term loan facilities, one to the Parent and one to IGT Lottery Holdings B.V., maturing on January 25, 2027 (the “Euro Term Loan Facilities”). The borrowers must repay the Euro Term Loan Facilities in installments, as detailed below: Due Date Amount (€ in millions) January 25, 2025 200 January 25, 2026 200 January 25, 2027 400 In December 2023, the Parent prepaid €200 million of the Euro Term Loan Facilities which was applied in full to the repayment installment due January 25, 2024. Interest on the Euro Term Loan Facilities is payable between one and six months in arrears at rates equal to the applicable EURIBOR plus a margin based on (i) our public debt ratings by Fitch, Moody’s, and S&P and (ii) our ESG rating by Institutional Shareholder Services Inc. (“ISS”). At December 31, 2024 and 2023, the effective interest rate on the Euro Term Loan Facilities was 4.81% and 5.42%, respectively. The Euro Term Loan Facilities are guaranteed by the Parent and certain of its subsidiaries and are secured by ownership interests in certain subsidiaries of the Parent, certain intercompany loans with principal balances in excess of $10 million and certain accounts receivable. Upon the occurrence of certain events, the borrowers may be required to prepay the Euro Term Loan Facilities in full. The TLF Agreement limits the aggregate amount that the Parent can pay with respect to dividends and repurchases of ordinary shares in each year to $400 million if any two of our public debt ratings by Fitch, Moody’s, and S&P are lower than Ba1/BB+ and $550 million if any two of our public debt ratings by Fitch, Moody’s, and S&P are equal to or higher than Ba1/BB+, and provides that such limit is eliminated if any two of our public debt ratings by Moody’s, S&P, and Fitch are equal to or higher than Baa3/BBB-. The TLF Agreement also contains customary covenants (including maintaining a minimum ratio of EBITDA to net interest costs and maximum ratio of total net debt to EBITDA) and events of default. At December 31, 2024, the Parent was in compliance with the covenants. Financial Statements Annual Report and Accounts 2024 Page | 134

In November 2023, the lenders under the TLF Agreement agreed that each principal prepayment by a borrower be applied to the next repayment installments due from such borrower in order of maturity instead of being applied to all repayment installments due from such borrower pro rata. Revolving Credit Facilities The Parent and certain of its subsidiaries are parties to an Amended and Restated Senior Facilities Agreement dated July 27, 2022, (the “RCF Agreement”), which provides for the following senior secured multi-currency revolving credit facilities (the “Revolving Credit Facilities”) maturing on July 31, 2027: Facility(1) Maximum Amount Available (in millions) Revolving Credit Facility A $820 Revolving Credit Facility B €1,000 (1) The Parent, IGT Global Solutions Corporation, IGT Lottery Holdings B.V., IGT Lottery S.p.A., and International Game Technology are all borrowers under the Revolving Credit Facilities. At December 31, 2024, the amounts available to be borrowed under Revolving Credit Facility A and Revolving Credit Facility B were $657 million and €680 million ($707 million), respectively. Interest on the Revolving Credit Facilities is payable between one and six months in arrears at rates equal to the applicable Secured Overnight Financing Rate (“SOFR”) or Sterling Overnight Index Average (“SONIA”) rate, in each case subject to a credit adjustment spread, for borrowings in U.S. Dollars and Pounds Sterling, respectively, or the applicable EURIBOR for Euro borrowings, plus a margin based on (i) our public debt ratings by Fitch, Moody’s, and S&P and (ii) our ESG rating by ISS. The weighted average effective interest rate on the Revolving Credit Facilities at December 31, 2024 and December 31, 2023 was 5.71% and 6.49%, respectively. The RCF Agreement provides that the following fees, which are recorded in interest expense, net in the consolidated statement of operations, are payable quarterly in arrears: • Commitment fees - payable on the aggregate undrawn and un-cancelled amount of the Revolving Credit Facilities based on a 0.35% margin. • Utilization fees - payable on the aggregate drawn amount of the Revolving Credit Facilities at a rate ranging from 0.10% to 0.60% dependent on the percentage of the Revolving Credit Facilities utilized. The applicable rate was 0.10% at December 31, 2024. The Revolving Credit Facilities are guaranteed by the Parent and certain of its subsidiaries and are secured by ownership interests in certain subsidiaries of the Parent, certain intercompany loans with principal balances in excess of $10 million and certain accounts receivable. Upon the occurrence of certain events, the borrowers may be required to repay the Revolving Credit Facilities and the lenders may have the right to cancel their commitments. The RCF Agreement limits the aggregate amount that the Parent can pay with respect to dividends and repurchases of ordinary shares in each year to $400 million if any two of our public debt ratings by Fitch, Moody’s, and S&P are lower than Ba1/BB+ and $550 million if any two of our public debt ratings by Fitch, Moody’s, and S&P are equal to or higher than Ba1/BB+ and provides that such limit is eliminated if any two of our public debt ratings by Fitch, Moody’s, and S&P are equal to or higher than Baa3/BBB-. The RCF Agreement also contains customary covenants (including maintaining a minimum ratio of EBITDA to net interest costs and a maximum ratio of total net debt to EBITDA) and events of default. At December 31, 2024, the borrowers were in compliance with the covenants. TLF Agreement and RCF Agreement Amendments In November 2023 and February 2024, the Parent entered into amendments to the TLF Agreement and RCF Agreement to permit the divestiture of IGT Gaming via a sale, spin-off, or spin-off with a merger. Effective immediately upon the divestiture’s closing, the amendments: • Reduce the Revolving Credit Facility A commitment from $820 million to $650 million; • Reduce the Revolving Credit Facility B commitment from €1 billion to €800 million; • Mandate the first $2 billion of net proceeds be used to pay down debt within six months of the closing date, which shall include the full repayment of the Parent’s Euro Term Loan facility within one month of the closing date (this excludes the Euro Term Loan facility principal held by IGT Lottery Holdings B.V.); • Permit shareholder distributions and/or share buy backs to the extent that the net proceeds exceed $2 billion; and • Make certain adjustments to the debt covenants, such as the subsidiaries guaranteeing the Facilities. Financial Statements Annual Report and Accounts 2024 Page | 135

Other Credit Facilities The Parent and certain of its subsidiaries may borrow under senior unsecured uncommitted demand credit facilities made available by several financial institutions. At December 31, 2024, there were no short-term borrowings under these facilities. There were $16 million of short-term borrowings with an effective interest rate of 6.77% at December 31, 2023. Letters of Credit The Parent and certain of its subsidiaries obtain letters of credit under the Revolving Credit Facilities and under senior unsecured uncommitted demand credit facilities. The letters of credit secure various obligations, including obligations arising under customer contracts and real estate leases. The following table summarizes the letters of credit outstanding at December 31, 2024 and 2023 and the weighted-average annual cost of such letters of credit: ($ in millions) Letters of Credit Outstanding (1) Weighted-Average Annual Cost December 31, 2024 111 1.06 % December 31, 2023 121 1.11 % (1) There were no letters of credit outstanding under the Revolving Credit Facilities. Interest Expense, Net For the year ended December 31, ($ in millions) 2024 2023 Senior Secured Notes 194 205 Revolving Credit Facilities 49 39 Term Loan Facilities 47 53 Other 13 12 Interest expense 303 310 Interest income (9) (10) Interest expense, net 294 300 17. Other Liabilities Other Current Liabilities December 31, ($ in millions) Notes 2024 2023 Current financial liabilities 152 149 Redeemable non-controlling interest 104 107 Income taxes payable 84 127 Employee compensation 77 170 Accrued interest payable 66 82 Taxes other than income taxes 52 53 Accrued expenses 51 77 Derivative liability 8 48 5 Contract liabilities 4 36 69 Customer rebates 36 29 Lease liabilities 12 32 47 Restructuring 13 18 5 Licensing obligation payable 7 39 Jackpot liabilities — 38 Other 3 33 766 1,031 Financial Statements Annual Report and Accounts 2024 Page | 136

Other Non-Current Liabilities December 31, ($ in millions) Notes 2024 2023 Redeemable non-controlling interest 53 125 Restructuring 13 26 16 Contract liabilities 4 25 43 Licensing obligation payable 8 350 Jackpot liabilities — 118 Other 6 21 119 673 Redeemable Non-controlling Interest In 2016, the Parent, through its subsidiary IGT Lottery S.p.A. (formerly Lottomatica S.p.A.), entered into a consortium (Lottoitalia S.r.l. or "Lottoitalia") to bid on the Italian Gioco del Lotto service license (the "Lotto License"). Lottoitalia was awarded management of the Lotto License for a nine-year term, and under the terms of the consortium agreement, IGT Lottery S.p.A. is the principal operating partner fulfilling the requirements of the Lotto License. We consolidate Lottoitalia due to our risks and rewards of the investment and Lottoitalia's need for funding to finance planned operations. In connection with the formation of Lottoitalia, IGT Lottery S.p.A. entered into an agreement with Italian Gaming Holding a.s. ("IGH"), one of the consortium members, which includes certain provisions that do not allow for the unconditional right to avoid delivering cash to settle a contractual obligation. Therefore, in accordance with AG29A of IAS 32, we classify IGH’s non-controlling interest in Lottoitalia as a financial liability recorded at amortized cost. Changes in the financial liability, which are recorded within other expense on the consolidated statement of operations, were $41 million and $53 million for the years ended December 31, 2024 and 2023, respectively. 18. Other Non-Operating Expense and Income ($ in millions) For the year ended December 31, Notes 2024 2023 Redeemable NCI 17 41 53 Other expense 14 16 Total other non-operating expense 55 70 Other income (3) (2) Total other non-operating income (3) (2) 19. Income Taxes The components of income from continuing operations before provision for income taxes, determined by tax jurisdiction, are as follows: For the year ended December 31, ($ in millions) 2024 2023 United Kingdom ("U.K.") (179) (358) United States ("U.S.") 73 143 Italy 409 391 Other 94 165 396 341 Financial Statements Annual Report and Accounts 2024 Page | 137

The provision for income taxes consists of: For the year ended December 31, ($ in millions) 2024 2023 Current: U.K. 4 4 U.S. 88 86 Italy 163 131 Other 31 39 286 260 Deferred: U.K. 1 — U.S. (18) (43) Italy — 19 Other (16) (10) (33) (35) 253 225 Income taxes paid, net of refunds, were $241 million and $149 million in 2024 and 2023, respectively. In December 2021, the Organization for Economic Cooperation and Development (“OECD”) enacted model rules for a new global minimum tax framework (“Pillar Two”). Many non-U.S. tax jurisdictions, including the European Union, have committed to adopting Pillar Two, which establishes a global minimum tax of 15% and is intended to be effective for tax years beginning in 2024. The OECD has since issued administrative guidance providing transition and safe harbor rules around the implementation of the Pillar Two global minimum tax. The Company recognized a current tax expense of $0.1 million related to the top-up tax in 2024. The Company has applied a temporary mandatory relief from deferred tax accounting for the impacts of the top-up tax and accounts for it as a current tax expense when it is incurred. Financial Statements Annual Report and Accounts 2024 Page | 138

At December 31, 2024, undistributed profits of subsidiaries of approximately $173 million are considered indefinitely reinvested. Foreign withholding taxes on these undistributed earnings would be approximately $10 million. The Parent is a tax resident in the United Kingdom (the “U.K.”). A reconciliation of the provision for income taxes, from the amount computed by applying the U.K. statutory main corporation tax rates enacted in each of the Parent’s calendar year reporting periods (2023 tax rate is based on a weighted average rate of the U.K. statutory tax rate enacted on April 1, 2023) to income from continuing operations before provision for income taxes is as follows: For the year ended December 31, ($ in millions) 2024 2023 Income from continuing operations before provision for income taxes 396 341 U.K. statutory tax rate 25.0 % 23.5 % Statutory tax expense 99 80 Change in valuation allowances 41 81 Italy regional tax (“IRAP”) and state taxes 38 38 Tax cost of dividends 48 — Non-deductible expenses 20 18 Foreign tax and statutory rate differential (1) (9) (7) Foreign tax expense, net of U.S. federal benefit 6 12 GILTI tax 10 1 Non-taxable foreign exchange (gain) loss (1) 1 Italian patent box tax benefit (2) (2) Change in unrecognized tax benefits 9 16 Other (5) (15) 253 225 Effective tax rate 63.9 % 65.9 % (1) Includes the effects of foreign subsidiaries’ earnings taxed at rates other than the U.K. statutory rate. The components of deferred tax assets and liabilities are as follows: December 31, ($ in millions) 2024 2023 Deferred tax assets: Net operating losses 34 22 Italian goodwill tax step-up 101 110 Interest expense limitation carryforward — 16 Provisions not currently deductible for tax purposes 22 63 Lease liabilities 25 56 Jackpot timing differences — 27 Depreciation and amortization 10 79 Other 29 72 Total deferred tax assets 220 445 Deferred tax liabilities: Acquired intangible assets 127 410 Depreciation and amortization 102 156 Italian goodwill equity reserve liability 96 104 Lease right-of-use assets 33 49 Other — 7 Total deferred tax liabilities 359 726 Net deferred income tax liability (139) (281) Financial Statements Annual Report and Accounts 2024 Page | 139

Our net deferred income taxes are recorded in the consolidated balance sheet as follows: December 31, ($ in millions) Notes 2024 2023 Deferred income taxes - non-current asset 7 37 50 Deferred income taxes - non-current liability (176) (331) (139) (281) As of December 31, 2024, we had recognized deferred tax assets of $220 million. We also have $237 million of unrecognized deferred tax assets primarily related to net operating losses and interest expense limitation carryforward. These deferred tax assets were not recorded because the realization of these assets is not probable. A reconciliation of deferred tax liabilities, net is as follows: December 31, ($ in millions) 2024 2023 Balance at beginning of year (281) (255) Tax expense during the period recognized in income or loss 33 (23) Translation and other (1) (4) Reclassification as held for sale 110 Balance at end of year (139) (281) We have a $131 million gross tax loss carryforward from continuing operations, all of which relates to foreign tax jurisdictions. Carryforwards in certain tax jurisdictions begin to expire in 2027 while others have an unlimited carryforward period. Portions of the tax loss carryforwards are subject to annual limitations in most of our significant tax jurisdictions, including the U.K. In addition, as of December 31, 2024, we had U.S. state tax net operating loss carryforwards, resulting in a deferred tax asset (net of U.S. federal tax benefit) of approximately $0.3 million. U.S. state tax net operating loss carryforwards in certain jurisdictions begin to expire in 2028, while others have an unlimited carryforward period. Additionally, at December 31, 2024 and 2023, we had gross tax loss carryforwards from continuing operations of $725 million and $745 million that relate primarily to the U.K. No deferred tax assets were recorded for these tax loss carryforwards as realization is not probable. $698 million of the $725 million of tax losses will never expire and the remaining tax losses of $27 million will expire between 2025 and 2036. Accounting for Uncertainty in Income Taxes A reconciliation of the unrecognized tax benefits is as follows: December 31, ($ in millions) 2024 2023 Balance at beginning of year 15 27 Additions to tax positions - current year 2 1 Additions to tax positions - prior years 7 16 Reductions to tax positions - prior years (2) (1) Settlements — (29) Reclassification as held for sale (4) Balance at end of year 17 15 At December 31, 2024 and 2023, $17 million and $15 million, respectively, of the unrecognized tax benefits, if recognized, would affect our effective tax rates. We file income tax returns in various jurisdictions of which the U.K., U.S., and Italy represent the major tax jurisdictions. As of December 31, 2024, we are subject to income tax audits in various tax jurisdictions globally, most significantly in the U.S. and Mexico. Financial Statements Annual Report and Accounts 2024 Page | 140

Mexico Tax Audit Based on a 2006 tax examination, the Company’s Mexican subsidiary, GTECH Mexico S.A. de C.V., was issued an income tax assessment of approximately Mexican peso (“MXN”) 425 million. The assessment relates to the denial of a deduction for cost of goods sold and the taxation of intercompany loan proceeds. The Company has unsuccessfully contested the two issues in the Mexican court system receiving unfavorable decisions by the Mexican Supreme Court in June 2017 and October 2019, respectively. As of December 31, 2024, based on the unfavorable decisions received, the Company has recorded a liability of MXN 580 million (approximately $28 million), inclusive of additional interest, penalties, and inflationary adjustments, which is reported within other non-current liabilities in the consolidated balance sheet. Italy Tax Audits Since February 2020, the Company’s Italian corporate income tax returns for the calendar years ended December 31, 2015 through December 31, 2019 were under examination. In October 2020, the Italian Tax Authorities issued a final audit report for calendar year 2015. The Company filed a defense memorandum with the Italian Tax Authorities in May 2021 rejecting all findings. In December 2021, the Company received a tax assessment notice for €15 million relating to calendar year 2015. The Company filed an appeal with the Italian Tax Court in May 2022 relating to the 2015 tax assessment. On March 21, 2023, the Company received a tax assessment notice for €27 million relating to calendar year 2016. On September 7, 2023, the Company signed a Settlement Agreement with the Italian Tax Authorities pursuant to which the Company agreed to settle the 2015 and 2016 tax assessments for €10 million. Additionally, the Company agreed to settle the 2015 and 2016 audit findings that were relevant to tax years 2017-2022 for €13 million. The total impact, net of amounts previously reserved, was $14 million. 20. Commitments and Contingencies Commitments Unconditional purchase obligations As of December 31, 2024, we had unconditional purchase obligations of approximately $42 million, primarily related to contracts with vendors for third-party equipment and data service fees. Our unconditional purchase obligations include agreements to purchase goods or services that are enforceable and legally binding on the Company and that specify all significant terms, including fixed or minimum quantities to be purchased, price provisions, and the approximate timing of the transaction. Unconditional purchase obligations exclude agreements that are cancellable without penalty and unconditional purchase obligations with a remaining term of one year or less. Performance and other bonds Certain contracts require us to provide a surety bond as a guarantee of performance for the benefit of customers and bid and litigation bonds for the benefit of potential customers. These bonds give beneficiaries the right to obtain payment and/or performance from the issuer of the bond if certain specified events occur. In the case of performance bonds, which generally have a term of one year, such events include our failure to perform our obligations under the applicable contracts. In general, we would only be liable for these guarantees in the event of default in our performance of our obligations under each contract, the probability of which we believe is remote. Accordingly, no liability has been recorded as of December 31, 2024 and 2023 related to these bonds. Legal Proceedings (♦) From time to time, the Parent and/or one or more of its subsidiaries are party to legal, regulatory, or administrative proceedings regarding, among other matters, claims by and against us, and injunctions by third parties arising out of the ordinary course of business or its other business activities. Licenses are also subject to legal challenges by competitors seeking to annul awards made to us. The Parent and/or one or more of its subsidiaries are also, from time to time, subjects of, or parties to, ethics and compliance inquiries and investigations related to our ongoing operations. At December 31, 2024, provisions for all legal proceedings was $4 million. With respect to legal proceedings where we have determined that an incremental loss is reasonably possible but we are unable to determine an estimate of that reasonably possible loss in excess of amounts already accrued, no additional amounts have been accrued, given the uncertainties of litigation and the inherent difficulty of predicting the outcome of legal proceedings. Financial Statements Annual Report and Accounts 2024 Page | 141

Disposition of Previously Disclosed Matters Texas Fun 5’s Instant Ticket Game IGT Global Solutions Corporation (formerly GTECH Corporation) is party to four lawsuits in Texas state court arising out of the Fun 5’s instant ticket game sold by the Texas Lottery Commission (“TLC”) from September 14, 2014 to October 21, 2014. Plaintiffs allege each ticket’s instruction for Game 5 provided a 5x win (five times the prize box amount) any time the “Money Bag” symbol was revealed in the “5X BOX”. However, TLC awarded a 5x win only when (1) the “Money Bag” symbol was revealed and (2) three symbols in a pattern were revealed. (a) Steele, James et al. v. GTECH Corp., filed on December 9, 2014 in Travis County (No. D1GN145114). Through intervenor actions, over 1,200 plaintiffs claim damages in excess of $600 million, as alleged via discovery. GTECH Corporation’s plea to the jurisdiction for dismissal based on sovereign immunity was denied. GTECH Corporation appealed. The appellate court ordered that Plaintiffs’ sole remaining claim should be reconsidered. On April 27, 2018, this and a related matter were appealed to the Texas Supreme Court, which heard arguments on December 3, 2019. On June 12, 2020, the Texas Supreme Court ruled that Plaintiffs’ could proceed with their fraud allegations in the lower court; all other claims were dismissed. On March 26, 2021, October 29, 2021 and February 3, 2022 (two motions), GTECH Corporation filed motions for summary judgment. One such motion was denied on February 25, 2022, while the other three remain pending. In April 2023, pursuant to court ordered mediation, we advanced confidential settlement negotiations regarding this matter, and a tentative settlement has been reached subject to certain conditions to be satisfied by Plaintiff’s counsel. We anticipate settling on a mutually confidential basis with all, or a significant majority of, plaintiffs for an amount which is not material to our results of operations, financial position, or cash flows and is expected to be paid with cash on hand. The Court granted the Motion to Appoint Masters in Chancery on July 13, 2023 to oversee and assist the parties with the potential settlement process. Given the large number of plaintiffs, some plaintiffs may continue to pursue their case and perhaps proceed to trial on their claims. (b) Guerra, Esmeralda v. GTECH Corp. et al., filed on June 10, 2016 in Hidalgo County (No. C277716B). Plaintiff claims damages in excess of $0.5 million. Court has ordered a trial to occur no later than autumn of 2024, subject to mediation efforts. A control status conference has been scheduled for March 5, 2024. (c) Wiggins, Mario & Kimberly v. IGT Global Solutions Corp., filed on September 7, 2016 in Travis County (No. D1GN16004344). Plaintiffs claim damages in excess of $1 million. This matter was consolidated with the Steele case. (d) Campos, Osvaldo Guadalupe et al. v. GTECH Corp., filed on October 20, 2016 in Travis County (No. D1GN16005300). Plaintiffs claim damages in excess of $1 million. We dispute the claims made in each of these cases and continue to defend against these lawsuits. We will continue to monitor these matters and may adjust our disclosure and accrual in accordance with our Process for Disclosure and Recording of Liabilities Related to Legal Proceedings as described in Note 2 - Summary of Material Accounting Policy Information, herein. 21. Shareholders’ Equity Shares Authorized and Outstanding The Board may issue ordinary shares of the Parent upon shareholder approval. At the Parent’s 2024 annual general meeting, the shareholders authorized the issuance of up to 134 million additional ordinary shares (of which 67 million can be issued in connection with an offer by way of a rights issue), with a par value of $0.10 per share, for a period expiring at the end of the 2025 annual general meeting, or, if sooner, on August 13, 2025, unless previously revoked, varied, or renewed. Ordinary shares issued and outstanding were as follows: December 31, (Shares in thousands) 2024 2023 Ordinary shares outstanding at beginning of year 200,482 199,079 Ordinary shares issued under stock awards 1,377 1,403 Ordinary shares outstanding at end of year 201,859 200,482 Ordinary shares issued at end of year 208,732 207,355 Financial Statements Annual Report and Accounts 2024 Page | 142

Share Repurchase Program On November 15, 2021, the Parent’s Board of Directors authorized a share repurchase program (the “Program”) pursuant to which we may repurchase up to $300 million of the Parent’s outstanding ordinary shares during a period of four years commencing on November 18, 2021. At the Parent’s 2024 annual general meeting, the Parent’s shareholders granted authority to repurchase, subject to a maximum repurchase price, up to 20 million of the Parent’s ordinary shares. This authority remains valid until November 13, 2025, unless previously revoked, varied, or renewed at the Parent’s 2025 annual general meeting. The Parent repurchases ordinary shares under the Program at the market price on the trade date and the Parent cancels repurchased ordinary shares or holds them in treasury. If the Parent holds repurchased ordinary shares in treasury, all amounts paid to repurchase such shares are recognized as shares held in treasury and presented as a deduction from equity attributable to the owners until they are reissued or retired. Under the Program, no shares were purchased in 2024. Repurchases of the Parent’s ordinary shares paid out of distributable reserves reduce the amount of distributable reserves available for the Parent to make distributions to its shareholders, including the payment of dividends which may only be paid out of distributable reserves. Dividends We declared a $0.20 cash dividend per share in all four quarters of 2024 and 2023. On February 20, 2025, the Board declared a quarterly cash dividend of $0.20 per share. The dividend, of approximately $40 million in the aggregate, is payable on March 25, 2025, to shareholders of record at the close of business on March 11, 2025. Future dividends are subject to Board approval. For the years ended December 31, 2024 and 2023, cash dividends declared were paid by our Parent and were in accordance with legal and compliance regulations. Other Reserves The following table details the changes in other reserves: Unrealized (Loss) Gain on: Other Reserves ($ in millions) Foreign Currency Translation Hedges Other Total Attributable to non-controlling interests Attributable to IGT PLC Balance at December 31, 2022 451 (7) 4 448 54 502 Change during period 3 (2) — 1 (13) (12) Reclassified to operations (1) — 2 — 2 — 2 Tax effect (3) — — (3) — (3) Other comprehensive income (loss) — 1 — 1 (13) (12) Balance at December 31, 2023 451 (6) 4 449 42 490 Change during period (27) 5 — (23) 20 (2) Reclassified to operations (1) 1 — — — — — Tax effect — (1) — (1) — (1) Other comprehensive (loss) income (26) 4 — (23) 20 (3) Balance at December 31, 2024 425 (2) 3 426 62 487 (1) Foreign currency translation adjustments were reclassified into foreign exchange (gain) loss, net on the consolidated statement of operations for subsidiaries liquidated for the year ended December 31, 2024. Unrealized (loss) gain on hedges were reclassified into service revenue on the consolidated statement of operations for the years ended December 31, 2024 and 2023. Financial Statements Annual Report and Accounts 2024 Page | 143

22. Stock-Based Compensation Incentive Compensation Awards With respect to both continuing and discontinued operations, stock-based incentive awards were provided to directors and employees under the terms of our 2015 and 2021 Equity Incentive Plans (collectively, the “Plans”) as administered by the Board. Awards available under the Plans principally include stock options, performance share units, restricted share units or any combination thereof. The maximum number of new shares that may be granted under the Plans is 20 million shares. To the extent any award is forfeited, expires, lapses, or is settled for cash, the award is available for reissue under the Plans. We utilize authorized and unissued shares to satisfy all shares issued under the Plans. Stock Options Stock options were awards that allow the employee to purchase shares of our stock at a fixed price. Stock options were granted under the Plans at an exercise price not less than the fair market value of a share on the date of grant. No stock options were granted in 2024 or 2023. Stock Awards Stock awards were principally made in the form of performance share units (“PSUs”) and restricted share units (“RSUs”). PSUs are stock awards where the number of shares ultimately received by the employee depends on the Company’s performance against specified targets, which may include Adjusted EBITDA, Adjusted Free Cash Flow, Total Shareholder Return (“TSR”) relative to the Russell Mid Cap Market Index, or share price. PSUs typically vest 50% over an approximate three-year period and 50% over an approximate four-year period (i.e. four years to vest both tranches). In 2021, a second round of PSUs was granted in lieu of there being no 2020 PSUs that vest 50% over an approximate two-year period and 50% over an approximate three-year period. Dividend equivalents are not paid under the Plans. The fair value of each PSU is determined on the grant date or modification date, based on the Company’s stock price, adjusted for the exclusion of dividend equivalents, and assumes that performance targets will be achieved. Over the performance period, the number of shares of stock that will be issued is adjusted based upon the probability of achievement of performance targets. The ultimate number of shares issued and the related compensation cost recognized as expense is based on a comparison of the final performance metrics to the specified targets, if applicable. RSUs are stock awards that entitle the holder to shares of common stock as the award vests. Dividend equivalents are not paid under the Plans. Stock Option Activity A summary of our stock option activity and related information, which includes both continuing and discontinued operations, is as follows: Weighted-Average (Shares in thousands) Stock Options Exercise Price Per Share ($) Remaining Contractual Term (in years) Aggregate Intrinsic Value ($ in millions) Outstanding at January 1, 2024 173 20.37 Granted — — Forfeited — — Exercised — — Outstanding at December 31, 2024 173 20.37 3.36 At December 31, 2024: Vested and expected to vest — — — — Exercisable 173 20.37 3.36 — No stock options were exercised in 2024 and 2023. Financial Statements Annual Report and Accounts 2024 Page | 144

Stock Award Activity A summary of our stock award activity and related information, which includes both continuing and discontinued operations, is as follows: (Shares in thousands) PSUs (1) Weighted-Average Grant Date Fair Value ($) RSUs Weighted-Average Grant Date Fair Value ($) Nonvested at January 1, 2024 5,794 26.37 68 26.96 Granted (2) 2,425 24.39 89 20.62 Vested (2,139) 25.74 (69) 26.88 Forfeited (392) 26.03 — — Liability-classified (3) (563) 26.33 — — Nonvested at December 31, 2024 5,126 24.55 88 20.60 At December 31, 2024: Unrecognized cost for nonvested awards ($ in millions) 42 — Weighted-average future recognition period (in years) 2.01 0.36 (1) Unless otherwise noted, the number of PSUs granted are based on the target number of shares. Based on specified targets, actual performance may result in additional shares vesting, up to a maximum 145% payout achievement. (2) Includes 584 thousand PSUs for vestings above the target thresholds. These PSUs were granted in prior years and either vested in 2024 or will vest in 2025 upon achievement of normal service requirements. (3) Refer to the Modifications section for awards expected to settle in cash. Inclusive of both continuing and discontinued operations, the total vest-date fair value of PSUs vested was $43 million and $36 million in 2024 and 2023. The total vest-date fair value of RSUs vested was $1 million and $2 million for 2024 and 2023, respectively. Fair Value of Stock Awards Granted We estimated the fair value of PSUs at the date of grant using a Monte Carlo simulation valuation model, as the awards include a market condition. The market condition is based on the Company’s TSR relative to the Russell Midcap Market Index. During 2024 and 2023, we estimated the fair value of RSUs at the date of grant based on our stock price. Details of the grants, which includes both continuing and discontinued operations, are as follows: (Shares in thousands) 2024 2023 PSUs granted during the year 1,842 1,408 Weighted-average grant date fair value ($) 18.36 28.39 RSUs granted during the year 89 68 Weighted-average grant date fair value ($) 20.62 26.96 Stock-Based Compensation Expense Total continuing operations compensation cost for our stock-based compensation plans is recorded based on the employees’ respective functions as detailed below. For the year ended December 31, ($ in millions) 2024 2023 Cost of services 2 2 Selling, general and administrative 35 32 Research and development 1 1 Stock-based compensation expense before income taxes (1) 38 34 Income tax benefit 10 9 Total stock-based compensation, net of tax 29 25 (1) Amounts exclude stock-based compensation expense related to discontinued operations recognized during the period, which was included in Income from discontinued operations, net of tax in the consolidated statement of operations. Financial Statements Annual Report and Accounts 2024 Page | 145

The change in equity reserves as a result of stock-based compensation, shares issued under stock award plans, and shares issued upon exercise of stock options in the aggregate was an increase of $22 million and $29 million at December 31, 2024 and 2023, respectively. Modifications In connection with the Proposed Transaction, certain PSUs for employees expected to transfer with IGT Gaming were modified. For unvested PSUs granted prior to 2024 and scheduled to vest prior to the expected closing date, the awards were modified to vest at target performance. For the remaining PSUs granted prior to 2024, the awards were modified to vest at target performance and settle in cash, 50% at the Proposed Transaction closing date, and 50% one year following the closing date. The modifications affected approximately 148 employees, which resulted in $8 million of incremental compensation cost that is included in discontinued operations for the year ended December 31, 2024. 23. Earnings Per Share The following table presents the computation of basic and diluted income per share of common stock: For the year ended December 31, ($ and shares in millions, except per share amounts) 2024 2023 Numerator: Net income from continuing operations attributable to IGT PLC 64 39 Net income from discontinued operations attributable to IGT PLC 322 130 Net income attributable to IGT PLC 387 170 Denominator: Weighted-average shares - basic 202 200 Incremental shares under stock based compensation plans 2 3 Weighted-average shares - diluted 204 203 Net income from continuing operations attributable to IGT PLC per ordinary share - basic 0.32 0.20 Net income from continuing operations attributable to IGT PLC per ordinary share - diluted 0.31 0.19 Net income from discontinued operations attributable to IGT PLC per ordinary share - basic 1.60 0.65 Net income from discontinued operations attributable to IGT PLC per ordinary share - diluted 1.58 0.64 Net income attributable to IGT PLC per ordinary share - basic 1.92 0.85 Net income attributable to IGT PLC per ordinary share - diluted 1.90 0.84 Certain stock options to purchase ordinary shares were outstanding, but were excluded from the computation of diluted earnings per share, because the exercise price of the options was greater than the average market price of the ordinary shares for the full year, and therefore, the effect would have been antidilutive. During years when we are in a net loss position, certain outstanding stock options and unvested restricted stock awards are excluded from the computation of diluted earnings per share because including them would have had an antidilutive effect. For the years ended December 31, 2024 and December 31, 2023, there were nominal stock options and unvested restricted stock awards shares excluded from the computation of diluted earnings per share because including them would have had an antidilutive effect. Financial Statements Annual Report and Accounts 2024 Page | 146

24. Non-Controlling Interests At December 31, 2024, our percentage of ownership in material subsidiaries with non-controlling interests ("NCIs") were as follows: Name of subsidiary % Ownership held by the Company Lottoitalia S.r.l. (“”Lottoitalia”) (1) 61.50 % Lotterie Nazionali S.r.l. ("LN") 64.00 % Northstar New Jersey Lottery Group, LLC ("Northstar NJ") (2) 76.64 % Rhode Island VLT Company LLC (“RI VLT”) (3) 60.00 % (1) IGT Lottery S.p.A. owns 61.50% of Lottoitalia. IGH, Arianna 2001, and Novomatic Italia own 32.5%, 4.0%, and 2.0%, respectively. As discussed in Note 17, IGH’s non-controlling interest is classified as a financial liability within our consolidated financial statements. (2) Northstar New Jersey Holding Company LLC, of which we are a 71.12% shareholder, holds the 76.64% ownership in Northstar NJ. (3) As disclosed in Note 3. Discontinued Operations and Assets Held for Sale the RI VLT is part of the IGT Gaming disposal group and is reflected in the consolidated financial statements as discontinued operations. Lottoitalia holds a license to operate the Lotto game in Italy through November 2025. LN holds a license to operate the Scratch & Win instant lottery game in Italy through September 2028. Northstar NJ manages a wide range of the lottery’s day-to-day operations in the State of New Jersey, as well as provides marketing and sales services under a license valid through June 2029. RI VLT manages VLT operations and holds the exclusive technology provider license in the State of Rhode Island through June 2043. We are the principal operating partner fulfilling the requirements under the licenses held by the NCIs. As such, we have the power to direct the activities that significantly affect the NCIs’ economic performance, along with the right to receive benefits or the obligation to absorb losses that could potentially be significant to the NCIs. As a result, we concluded we have control over the NCIs and they have been consolidated. Accordingly, the balance sheet and operating activity of the NCIs are included in our consolidated financial statements and we adjust the net income in our consolidated statement of operations to exclude the NCIs’ proportionate share of results. We present the proportionate share of NCIs as equity in the consolidated balance sheet. Activity with NCIs was as follows: ($ in millions) LN Northstar NJ All Other(1)(2) Total Balance at December 31, 2022 314 2 68 385 Net income 59 4 15 79 Other comprehensive income 8 — 5 13 Total comprehensive income 67 4 20 92 Capital increase — — 27 27 Dividends paid (58) (10) (21) (89) Return of capital (34) — (6) (40) Balance at December 31, 2023 289 (3) 89 374 Net income 59 4 22 85 Other comprehensive loss (12) — (9) (20) Total comprehensive income 47 4 13 65 Capital increase — — 2 2 Dividends paid (60) (14) (24) (98) Return of capital (35) — (6) (41) Balance at December 31, 2024 242 (13) 74 303 (1) includes the 6% non-IGH non-controlling interest in Lottoitalia (2) includes RI VLT which is reflected in the consolidated financial statements as discontinued operations. Financial Statements Annual Report and Accounts 2024 Page | 147

Set out below is summarised financial information for each subsidiary that has NCIs that are material to the group. The amounts disclosed for each subsidiary are before inter-company eliminations. Summarized Balance Sheets LN Northstar NJ December 31, December 31, ($ in millions) 2024 2023 2024 2023 Current assets 782 735 79 73 Non-current assets 372 487 41 50 Total assets 1,154 1,222 119 123 Current liabilities 600 535 57 49 Non-current liabilities 1 — 1 1 Total liabilities 601 535 58 51 Shareholders' equity 554 686 61 72 Total liabilities and shareholders' equity 1,154 1,222 119 123 Summarized Income Statements LN Northstar NJ For the year ended December 31, For the year ended December 31, ($ in millions) 2024 2023 2024 2023 Total revenue 522 498 126 128 Total operating expenses 288 270 114 119 Operating income 234 228 12 10 Total non-operating expenses 2 (5) — — Income before provision for income taxes 232 233 12 9 Provision for income taxes 68 68 — — Net income 164 165 12 9 Summarized Cash Flow Statements LN Northstar NJ For the year ended December 31, For the year ended December 31, ($ in millions) 2024 2023 2024 2023 Net cash provided by operating 242 285 15 27 Net cash used in investing activities (9) (30) — — Net cash used in financing activities (213) (261) (24) (15) 25. Segment Information The Company operates and manages its continuing operations business as a single segment for the purposes of assessing performance and making operating decisions. We are a pure-play lottery business that derives revenues from providing sales, operations, product development, technology, and support to worldwide traditional lottery and iLottery customers. The chief operating decision maker (“CODM”) is our Chief Executive Officer. The CODM reviews net income, as reported in the consolidated financial results from continuing operations, when making decisions about allocating resources and evaluating financial performance. The CODM uses net income to evaluate the overall capital allocation strategy in deciding whether to reinvest profits into capital expenditures, or into other parts of the business such as paying down debt, paying dividends, or for acquisitions. The segment’s accounting policies are the same as those described in the Note 2. Summary of Material Accounting Policy Information. The measure of segment assets is reported on the consolidated balance sheet as total assets. Financial Statements Annual Report and Accounts 2024 Page | 148

Geographical Information Revenue from external customers, which is based on the geographical location of our customers, is as follows: For the year ended December 31, ($ in millions) 2024 2023 U.S. 1,200 1,238 Italy 966 933 Rest of Europe 199 207 All other 146 150 Total 2,512 2,528 Revenue from one customer represented approximately 35% and 34% of revenue from continuing operations in 2024 and 2023, respectively. Long-lived assets, which are comprised of Systems & Equipment and PPE, are based on the geographical location of the assets as follows: December 31, ($ in millions) 2024 2023 U.S. 537 789 Italy 52 70 U.K. 1 2 Rest of Europe 56 96 Canada — 21 All other 17 65 Total 662 1,043 For the year ended December 31, ($ in millions) 2024 2023 Expenditures for long-lived assets 128 133 26. Related Party Transactions We engage in business transactions with certain related parties which include (i) De Agostini or entities directly or indirectly controlled by De Agostini, (ii) other entities and individuals capable of exercising control, joint control, or significant influence over us, and (iii) our unconsolidated subsidiaries or joint ventures. Members of the Board, executives with authority for planning, directing, and controlling the activities of the Company and such Directors’ and executives’ close family members are also considered related parties. We may make investments in such entities, enter into transactions with such entities, or both. De Agostini Group Amounts receivable from De Agostini and subsidiaries of De Agostini (collectively, the “De Agostini Group”) are non-interest bearing. Transactions with the De Agostini Group include payments for support services provided and office space rented pursuant to a lease entered into prior to the formation of the Company. In addition, certain of our Italian subsidiaries had a corporate income tax unit agreement, and in some cases, a Group value-added tax agreement, with De Agostini, both of which terminated in 2022, pursuant to which De Agostini consolidated certain Italian subsidiaries of De Agostini for the collection and payment of taxes to the Italian tax authority. Financial Statements Annual Report and Accounts 2024 Page | 149

Related party amounts due to or from the De Agostini Group are as follows: December 31, ($ in millions) 2024 2023 Trade receivables — — Tax-related receivables — 2 Trade payables 2 2 Tax-related payables — — PlayDigital Synthetic Equity Award Program On March 9, 2022, Enrico Drago, former Chief Executive Officer of the PlayDigital business and immediate family member of Marco Drago, a member of the Board up until May 14, 2024, was granted a synthetic equity award pursuant to the PlayDigital Equity Award Program designed to align the incentives of certain employees of the Company’s PlayDigital business with the growth in the valuation of such business. The synthetic equity award was scheduled to vest in three, four, and five years after the grant date with tranche percentages of 35%, 25%, and 40% and could be settled in equity or cash. As announced on March 21, 2024, Marco Drago stepped down from his role as a non-executive director of the Board on May 14, 2024. The Board appointed Enrico Drago as a non-executive director effective April 1, 2024 following his resignation from the role of Chief Executive Officer of the PlayDigital business. On March 27, 2024, Enrico Drago’s synthetic equity award was modified to change the valuation methodology applicable to the award and to allow for the continued vesting of the award in consideration of his new role and the planned sale or other disposition of the PlayDigital business. At December 31, 2024, $0.5 million of estimated unrecognized compensation expense attributable to the synthetic equity award granted to Mr. Drago will be recognized as compensation expense over a weighted average period of 1.8 years. Unconsolidated Subsidiaries, Partnerships and Joint Ventures From time to time, we make strategic investments in publicly traded and privately held companies that develop software, hardware, and other technologies or provide services supporting its technologies. We may also purchase from or make sales to these organizations. Ringmaster S.r.l. We have a 50.0% interest in Ringmaster S.r.l. (“Ringmaster”), an Italian joint venture, that is accounted for using the equity method of accounting. Ringmaster provides software development services for our interactive gaming business pursuant to an agreement dated December 7, 2011. Our investment in Ringmaster was $1 million at December 31, 2024 and 2023. We incurred $11 million and $14 million in expenses to Ringmaster for the years ended December 31, 2024 and 2023, respectively, which include amounts from continuing and discontinued operations. Connect Ventures One LP and Connect Ventures Two LP Historically, we held investments in two venture capital funds, Connect Ventures One LP and Connect Ventures Two LP (the “Connect Ventures”), accounted for as equity method investments. De Agostini holds an investment in the Connect Ventures, and Nicola Drago, an immediate family member of Enrico Drago, a member of the Parent’s board of directors, held a 10% ownership interest in, and is a non-executive member of, Connect Ventures LLP, the fund that manages the Connect Ventures. During the year ended December 31, 2024, the Company sold 100% of its investment in Connect Ventures One LP which resulted in a gain of $2 million and is recorded as income in other non-operating expense, net in the consolidated statement of operations. Our investment in Connect Ventures One LP was $2 million at December 31, 2023. Our investment in Connect Ventures Two LP was $6 million at December 31, 2024 and 2023, respectively. Financial Statements Annual Report and Accounts 2024 Page | 150

Key Management Personnel - Officer Compensation Key management personnel are those persons with authority and responsibility for planning, directing, and controlling the activities of the Company. In 2024 and 2023, key management personnel was composed of 12 executive officers, including our Chief Executive Officer and Chief Financial Officer. The following table sets forth the compensation received or earned, calculated in accordance with the CA 2006 and relevant regulations, as applicable, for key management personnel for the years ended December 31, 2024 and 2023: For the year ended December 31, ($ in millions) 2024 2023 Short-term employee benefits 26 24 Stock-based compensation 23 18 Post-employment benefits 2 2 51 44 27. Employee Information Employee Benefit Expense For the year ended December 31, ($ in millions) 2024 2023 Wages and salaries 459 418 Social security and other benefits 128 120 Incentive compensation 52 59 Stock-based compensation 38 34 Post-employment benefits 13 12 690 643 Monthly Average Number of Employees For the year ended December 31, 2024 2023 Continuing Operations 6,069 6,066 Discontinued Operations 4,967 4,909 11,036 10,975 28. Auditors' Remuneration PricewaterhouseCoopers LLP ("PwC U.K.") has been serving as our independent auditor since 2015. Aggregate fees for professional services and other services rendered by PwC U.K. and its foreign entities belonging to the PwC network in 2024 and 2023, all of which were approved by the Audit Committee pursuant to its policies and procedures, were as follows: For the year ended December 31, ($ in millions) 2024 2023 Audit services - Parent company and consolidated financial statements 10 9 Audit-related services 7 3 Audit services - Subsidiaries' financial statements 2 1 Tax services 3 2 22 15 Financial Statements Annual Report and Accounts 2024 Page | 151

29. The Parent's Directly and Indirectly Owned Subsidiaries The Parent had the following subsidiaries for the year ended December 31, 2024: Acres Gaming Incorporated 6355 South Buffalo Drive, Las Vegas, Nevada 89113, United States 100 International Game Technology Anguilla Lottery and Gaming Company Limited AXA Offshore Management Limited The Law Building PO Box 687, The Valley, Anguilla, British West Indies 100 Leeward Islands Lottery Holding Company, Inc. Antigua Lottery Company Limited Simon, Rogers Murdoch, Chancellor Chambers, Island House, Newgate Street, St. John’s, Antigua 100 Leeward Islands Lottery Holding Company, Inc. Atronic Australien GmbH Weseler Strab 253, Münster, Germany 48151 100 International Game Technology PLC Beijing GTECH Computer Technology Company Limited Unit 1304-1306, Bldg. B. Lize Ping’an Finance Center, Yard 4, Jinze West Road, Fengtai District, Beijing, 100073, P.R. China 100 IGT Foreign Holdings Corporation BringIt, Inc. Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, United States 100 IGT Caribbean Lottery Services, Inc. c/o Moore Dodson & Russell P.C., 14A Norte Gade, Charlotte Amalie, St. Thomas USVI 00802 100 Leeward Islands Lottery Holding Company, Inc. CLS-GTECH Technology (Beijing) Co., Ltd. 2/F Block A, Raycom Info Tech Park, 2 Kexueyuan South Road, Zhong Guan Cun, Haidian District, Beijing, 100190 China 100 CLS-GTECH Company Limited Consorzio Lotterie Nazionali Via Buonconvento, 6 Roma, Italy 63 IGT Lottery S.p.A. Cyberview International, Inc. Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, United States 100 IGT Data Transfer System Inc. Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, United States 100 IGT Global Solutions Corporation DoubleDown Interactive B.V. Galwin 2, 1046 AW Amsterdam, Netherlands 100 IGT Interactive C.V. Dreamport do Brasil Ltda. Rua Barao do Triunfo, 88 room 1210, Brooklin Paulista, 04602-000, Sao Paulo, Brazil 100 Dreamport, Inc. (>99.99%); IGT Foreign Holdings Corporation (<0.01%) Dreamport Suffolk Corporation Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, United States 100 IGT Global Solutions Corporation Dreamport, Inc. Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, United States 100 IGT Global Solutions Corporation Estrela Instantânea Loteria Spe S.A City of Barueri, State of São Paulo, at Calçada das Margaridas, No. 163, Room 02, Centro Comercial, Zip Code 06453-038 in Brazil 50 IGT Global Services Limited Europrint Holdings Limited 1st Floor, Building 3 Croxley Green Business Park, Hatters Lane, Watford, Hertfordshire, England WD18 8YG 100 IGT Global Solutions Corporation GTECH (Gibraltar) Holdings Limited 23 Portland House, Glacis Road, GX11 1AA, Gibraltar 100 IGT Global Services Limited Name of entity Address of registered office Ownership % Shareholder Financial Statements Annual Report and Accounts 2024 Page | 152

GTECH Asia Corporation Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, United States 100 IGT Global Solutions Corporation GTECH Brasil Ltda. Rua Barao do Triunfo, 88 room 1211, Brooklin Paulista, 04602-000, Sao Paulo, Brazil 100 IGT Global Solutions Corporation (>99.99%); IGT Foreign Holdings Corporation (<0.01%) GTECH German Holdings Corporation GmbH Weseler Straß 253, Mûnster,48151, Germany 100 International Game Technology PLC GTECH Management P.I. Corporation Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, United States 100 IGT Global Solutions Corporation GTECH Mexico S.A. de C.V. Av. Constituyentes 635, Colonia 16 de Septiembre,Mexico City, 11810, Mexico 100 IGT Global Solutions Corporation (99.700258% - 100% of Class II); IGT Foreign Holdings Corporation (0.299736% - 99.998% of Common); IGT Latin America Corporation (0.000006% - .002% of Common) GTECH Southern Africa (Pty) Ltd. 24 Cade Street, South Crest, Alberton, Gauteng 1449, South Africa 100 IGT Global Solutions Corporation GTECH Ukraine 2/6 Novozabarska Street, # 209, Kyiv, Ukraine, 04074 100 GTECH Asia Corporation (99%); GTECH Management P.I. Corporation (1%) GTECH WaterPlace Park Company, LLC Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, United States 100 IGT Global Solutions Corporation Hydragraphix LLC Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, United States 100 IGT Global Solutions Corporation Hudson Alley Software, Inc. 28 Liberty Street, New York, NY 10005 100 IGT Global Solutions Corporation Ignite Rotate LLC Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, United States 100 International Game Technology PLC I.G.T. - Argentina S.A. Hipolito Alferez Bouchard 4191, Optima Park Tower, 5to piso - Munro, Argentina 100 International Game Technology (96.67%); International Game Technology S.R.L. (3.33%) I.G.T. (Australia) Pty Limited Level 5, 11 Talavera Road, Macquarie Park, NSW 2113 Australia 100 International Game Technology IGT 701 South Carson Street, Suite 200, Carson City, Nevada 89701, United States 100 International Game Technology IGT (Alderney 1) Limited Inchalla, Le Val, GY93UL, Alderney, Bristish Channel Islands 100 IGT (Alderney) Limited IGT (Alderney 2) Limited Inchalla, Le Val, GY93UL, Alderney, Bristish Channel Islands 100 IGT (Alderney) Limited IGT (Alderney 4) Limited Inchalla, Le Val, GY93UL, Alderney, Bristish Channel Islands 100 IGT (Alderney) Limited IGT (Alderney 5) Limited Inchalla, Le Val, GY93UL, Alderney, Bristish Channel Islands 100 IGT (Alderney) Limited IGT (Alderney 7) Limited Inchalla, Le Val, GY93UL, Alderney, Bristish Channel Islands 100 IGT (Alderney) Limited IGT (Alderney) Limited Inchalla, Le Val, GY93UL, Alderney, Bristish Channel Islands 100 IGT Interactive C.V. IGT (Gibraltar) Limited 57 - 63 Line Wall Road, Gibraltar 100 IGT Interactive C.V. Name of entity Address of registered office Ownership % Shareholder Financial Statements Annual Report and Accounts 2024 Page | 153

IGT (Gibraltar) Solutions Limited 23 Portland House, Glacis Road, GX11 1AA, Gibraltar 100 GTECH (Gibraltar) Holdings Limited IGT (UK1) Limited 1 Exchange Quay, Salford, England M5 3EA 100 IGT Interactive, Inc. IGT (UK2) Limited 1 Exchange Quay, Salford, England M5 3EA 100 IGT – UK Group Limited IGT (UK 3) Limited 3rd Floor, 10 Finsbury Square, London, England EC2A 1AF. 100 International Game Technology PLC IGT Asia - Macau, S.A. Avenida Comercial de Macau, nos. 251A-301, AIA Tower, 21/F, Room 2101, Macau, China 100 International Game Technology (99.92%); IGT (0.04%); IGT International Holdings 1 LLC (0.04%) IGT ASIA PTE. LTD. 1 Changi North St 1, 02-01 and 02-03, 498789, Singapore 100 International Game Technology IGT Asiatic Development Limited Jayla Place, Wickhams Cay I, Road Town, Tortola, British Virgin Islands 100 International Game Technology IGT Australasia Corporation Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, United States 100 IGT Global Solutions Corporation IGT Austria GmbH Seering 13-14, 8141 Unterpremstatten, Austria 100 IGT Germany Gaming GmbH IGT Canada D&B ULC 600 - 1741 Lower Water Street, Halifax, Nova Scotia, Canada B3J 0J2 100 International Game Technology PLC IGT Canada Solutions ULC 600 - 1741 Lower Water Street, Halifax, Nova Scotia, Canada B3J 0J2 100 International Game Technology PLC IGT Colombia Ltda. Carrera 45, #108A-50, Piso 5, Bogata, Colombia 99.99 IGT Global Services Limited (99.998%); IGT Comunicaciones Colombia Ltda. (0.001%); Claudia Mendoza (0.001%) IGT Colombia Solutions S.A.S. Carrera 45, #108A-50, Piso 5, Bogata, Colombia 100 International Game Technology PLC IGT Commercial Services, S de R L CV Avenida Constituyentes 635, 16 de Septiembre, Mexico City, 11810, Mexico 100 IGT Global Solutions Corporation (99.9%); IGT Foreign Holdings Corporation (0.1%) IGT Comunicaciones Colombia Ltda. Carrera 45, #108A-50, Piso 5, Bogata, Colombia 99.99 IGT Foreign Holdings Corporation (>99.99%); Claudia Mendoza (<0.01%) (Nominee share) IGT Czech Republic LLC Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, United States 37 IGT Global Solutions Corporation IGT D&B d.o.o. Beograd Bulevar Mihajla Pupina 6, Belgrade, Serbia 11000 100 IGT Global Services Limited IGT D&B Holdings Limited 3rd Floor, 10 Finsbury Square, London, England EC2A 1AF 100 International Game Technology PLC IGT D&B ISB Holdings Limited 3rd Floor, 10 Finsbury Square, London, England EC2A 1AF 100 IGT D&B Holdings Limited IGT Denmark Corporation Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, United States 100 IGT Global Solutions Corporation IGT do Brasil Gaming Ltda. Rua Dr. Guilherme Bannitz, No. 126, room 81, CV 11060, Itaim Bibi, São Paulo 04532-060 Brazil 100 IGT IGT do Brasil Ltda. Rua Dr. Guilherme Bannitz, No. 126, room 81, CV 11060, Itaim Bibi, São Paulo 04532-060 Brazil 100 IGT International Treasury B.V. (99.99%); IGT International Treasury Holding LLC (0.01%) Name of entity Address of registered office Ownership % Shareholder Financial Statements Annual Report and Accounts 2024 Page | 154

IGT Dutch Interactive LLC Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, United States 100 IGT Interactive Holdings 2 C.V. IGT EMEA B.V. Galwin 2, 1046 AW Amsterdam, Netherlands 100 IGT-Europe Gaming B.V. IGT EMEA Gaming Korlátolt Felelősségű Társaság Váci út 1-3. A. ép. 6. em., 1062 Budapest, Hungary 100 IGT Europe Gaming B.V. IGT Europe Gaming B.V. Galwin 2, 1046 AW Amsterdam, Netherlands 100 International Game Technology IGT Empowerment Trust 2 Brands Hatch Close, Corner Indianapolis St, Kyalami Business Park, Midrand 1685, South Africa 100 IGT International Treasury B.V. (74.9%); International Game Technology Africa (Pty) Ltd. (25.1%) IGT Far East Pte Ltd 8 Marina Boulevard, #05-02, Marina Bay Financial Centre, 018981, Singapore 100 IGT Global Services Limited IGT Foreign Holdings Corporation Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, United States 100 IGT Global Solutions Corporation IGT France SARL 19, Boulevard Malesherbes, 75008 Paris, France 100 IGT Foreign Holdings Corporation IGT Games SAS Carrera 45, #108A-50, Piso 5, Bogata, Colombia 100 IGT Global Services Limited (80%); IGT Comunicaciones Colombia Ltda. (10%); IGT Foreign Holdings Corporation (10%) IGT Games and Participations S.r.l. Viale del Campo Boario, 56/d Roma, Italy 100 International Game Technology PLC IGT Georgia Gaming LLC 71 Vazha Pshavela Ave., Office 5, Tbilisi, Georgia 100 IGT Europe Gaming B.V. IGT Germany Gaming GmbH Weseler Straß 253, Mûnster,48151, Germany 100 GTECH German Holdings Corporation GmbH IGT Germany GmbH Weseler Straß 253, Mûnster,48151, Germany 100 IGT Global Services Limited IGT Global Services Limited Grigori Afxentiou, 27, 6021, Larnaca, Cyprus 100 IGT Global Solutions Corporation IGT Global Solutions Corporation Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, United States 100 IGT Lottery S.p.A. IGT Hong Kong Limited Room 819-820, 8/F China Insurance Group Bldg, 141 Des Voeux, Hong Kong 100 IGT Asiatic Development Limited IGT India Gaming Private Limited 3rd Floor, B Block, iLabs Centre, Plot No 18, Sy No 64(p), Madhapur, Hyderabad, Telangana, India 500081 100 IGT (99.99%); International Game Technology (.01%) IGT India Private Limited 3rd Floor, B Block, iLabs Centre, Plot No 18, Sy No 64(p), Madhapur, Hyderabad, Telangana, India 500081 100 IGT Global Services Limited (99.99%); IGT Far East Pte Ltd. (0.01%) IGT Indiana, LLC 334 North Senate Avenue, Indianapolis, IN 46204 100 IGT Global Solutions Corporation IGT Interactive C.V. Galwin 2, 1046 AW Amsterdam, Netherlands 100 IGT (35.8274668%); IGT Interactive Holdings 2 C.V. (32.5220680%); International Game Technology (31.6504432%); IGT Dutch Interactive LLC (0.0000220%) Name of entity Address of registered office Ownership % Shareholder Financial Statements Annual Report and Accounts 2024 Page | 155

IGT Interactive Holdings 2 C.V. Galwin 2, 1046 AW, Amsterdam, Netherlands 100 IGT Interactive, Inc. (13.831555%); International Game Technology (86.168444%); IGT International Holdings 1 LLC (0.000001%) IGT Interactive, Inc. Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, United States 100 International Game Technology IGT International Holdings 1 LLC Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, United States 100 International Game Technology IGT International Treasury B.V. Galwin 2, 1046 AW, Amsterdam, Netherlands 100 International Game Technology IGT International Treasury Holding LLC Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, United States 100 IGT International Treasury B.V. IGT Ireland Operations Limited Riverside One, Sir John Rogerson's Quay, Dublin 2, Ireland 100 IGT Global Services Limited IGT Italia Gaming Machines Solutions S.r.l. Viale del Campo Boario, 56/d Roma, Italy 100 IGT Europe Gaming B.V. IGT Juegos S.A.S. Carrera 45, #108A-50, Piso 5, Bogata, Colombia 100 IGT Peru Solutions S.A. (60%); IGT Games S.A.S. (40%) IGT Korea Yuhan Chaekim Hoesa a/k/a IGT Korea LLC 16th, 17th Fl, Teheran-ro 134, Gangnam-gu, Seoul, Korea 100 IGT Global Services Limited IGT Latin America Corporation Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, United States 80 IGT Global Solutions Corporation (80%); Computers and Controls (Holdings) Limited (20%) IGT Lottery Holdings B.V. Strawinskylaan 4117, Amsterdam, 1007 ZX, Netherlands 100 International Game Technology PLC IGT Lottery S.p.A. Viale del Campo Boario, 56/d Roma, Italy 100 IGT Lottery Holdings B.V. IGT Malta Casino Holdings Limited 35, Triq Id- Dejqa, Valletta, VLT 1434 Malta 99.99 IGT Sweden Interactive AB IGT Malta Casino Limited 35, Triq Id- Dejqa, Valletta, VLT 1434 Malta 99.99 IGT Malta Casino Holdings Limited IGT Malta Interactive Limited 35, Triq Id- Dejqa, Valletta, VLT 1434 Malta 99.99 IGT Malta Casino Holdings Limited IGT Mexico Lottery S. de R.L. de C.V. Av. Constituyentes 635, 16 de Septiembre, Mexico City, Mexico 11810 100 IGT Global Solutions Corporation (99.9%); IGT Foreign Holdings Corporation Holdings Corporation (0.1%) IGT Monaco S.A.M. 7, Rue Du Gabian, Le Gildo Pastor-Bloc C-8 ETG-N° 22, 98000, Monaco 96 IGT Austria GmbH (96%); Katarzyna Szorc (1%); Frederik Andreacchio (1%) IGT Peru Solutions S.A. Av. El Derby Nro.254, Oficina 606 - Surco, Lima – Peru 100 IGT Germany Gaming GmbH (99.999971%); GTECH German Holdings Corporation GmbH (0.000029%) IGT Poland Sp. z.o.o. AL. JEROZOLIMSKIE, nr 92, 00-807, Warsaw, Poland 100 IGT Global Solutions Corporation IGT Poland Gaming Machine Solutions sp. z.o.o AL. JEROZOLIMSKIE, nr 92, 00-807, Warsaw, Poland 100 IGT IGT Second Chance Company LLC Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, United States 100 IGT Global Solutions Corporation Name of entity Address of registered office Ownership % Shareholder Financial Statements Annual Report and Accounts 2024 Page | 156

IGT Slovakia Corporation Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, United States 100 IGT Global Solutions Corporation IGT SME, S. de. R.L. de C.V. Av. Constituyentes No. 635, Col. 16 de Septiembre, Mexico City, Mexico 11810 100 IGT Global Solutions Corporation (99%); IGT Foreign Holdings Corporation (1%) IGT SOLUTIONS CHILE SpA Avenida El Rosal N 5.108 Santiago, Chile 8580000 100 International Game Technology PLC IGT South Africa (Pty) Ltd. 24 Cade Street, South Crest, Alberton, Gauteng 1449 South Africa 100 IGT Global Services Limited IGT Spain Lottery, S.LU. Parque de Negocios Mas Blau, Selva 2, Edificio XiBCN, Bloque A Planta 3, El Prat de Llobregat BCN 08820, Spain 100 IGT Global Services Limited IGT Spain Operations, S.A. Edificio Avant, Parque de Negocios Mas Blau, Calle Selva 12, planta 1a, Modulo A2, El Prat de Llobregat, 08820, Barcelona, Spain 100 IGT Spain Lottery S.L.U. IGT SWEDEN AB Sveavagen 166, 17 tr, 113 46 Stockholm, Sweden 100 IGT Global Services Limited IGT Sweden Interactive AB Honnorsgatan 2, Vaxjo 35053, Sweden 100 IGT Europe Gaming B.V. IGT Technology Development (Beijing) Co. Ltd. 11F, Viva Plaza, No. 29 Suzhou Street, Haidian District, Beijing 100080, P.R. China 100 IGT Hong Kong Limited IGT Turkey Teknik Hizmetler Ve Musavirlik Anonim Nasuh Akar Mahallesi. Turkocagi cad. 1400. sok. No: 34/2, Balgat, Ankara, Turkey 100 IGT Global Solutions Corporation IGT U.K. Limited 1st Floor Building, 3 Croxley Green Business Park, Hatters Lane, Watford, WD18 8YG, United Kingdom 100 IGT Global Solutions Corporation IGT UK Interactive Holdings Limited 3rd Floor 10 Finsbury Square, London, EC2A 1AF, United Kingdom 100 International Game Technology PLC IGT UK Interactive Limited 3rd Floor 10 Finsbury Square, London, EC2A 1AF, United Kingdom 100 IGT UK Interactive Holdings Limited IGT US D&B (G) LLC Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, United States 100 IGT IGT US D&B (L) LLC Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, United States 100 IGT Global Solutions Corporation IGT US D&B Holdings LLC Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, United States 100 IGT D&B Holdings Limited IGT VIA DOMINICAN REPUBLIC Calle 1ra #1, Reparto Montero, Santiago de los Caballeros, Dominican Republic 51081 100 IGT Global Services Limited (99.9666%); IGT Ireland Operations Limited (0.0333%) IGT Worldwide Services Corporation Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, United States 100 IGT Global Solutions Corporation IGT-Canada Inc. 600-1134 Grande Allee O, bureau 600, Quebec (Quebec) G1S1E5, Canada 100 International Game Technology Name of entity Address of registered office Ownership % Shareholder Financial Statements Annual Report and Accounts 2024 Page | 157

IGT-China, Inc. Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, United States 100 International Game Technology IGT-Íslandi ehf. (IGT-Iceland plc) Sigtuni 3800, Selfoss, Iceland 100 International Game Technology IGT-Latvia SIA Krisjana Valdemara Street 33-19. Riga, Latvia 100 International Game Technology IGT-Mexicana de Juegos, S. de R.L. de C.V. Andres Bello 45 Piso 14, Col. Polanco, Chapultepec, Deleg. Miguel Hidalgo, D.F.C.P. 11560, Mexico 100 IGT (99.99%); International Game Technology (0.01%) IGT-UK Gaming Limited 1 Exchange Quay, Salford, England M5 3EA 100 IGT – UK Group Limited IGT-UK Group Limited 1 Exchange Quay, Salford, England M5 3EA 100 International Game Technology International Game Technology 701 South Carson Strret, Suite 200, Carson City, Nevada 89701 100 International Game Technology PLC International Game Technology (NZ) Limited Birchwood Park, Unit 4, 483 Hutt Road, Lower Hutt, New Zeland 100 I.G.T. (Australia) Pty Limited International Game Technology España, S.L. Pza de Pablo Ruiz Picasso 1, Torre Picasso, 5, 28020 Madrid 100 IGT Europe Gaming B.V. International Game Technology S.R.L. Av. Pardo y Aliaga No. 695, Oficina 11, distrito de San Isidro, provincia y departamento de Lima 100 IGT (99.991%); IGT International Holdings 1 LLC (0.009%) International Game Technology Services Limited 27 Grigori, 6021, Larnaca, Cyprus 100 International Game Technology PLC International Game Technology-Africa (Pty) Ltd. 2 Brands Hatch Close, Corner Indianapolis St, Kyalami Business Park, Midrand 1685, South Africa 100 IGT International Treasury B.V. (74.9%); IGT Empowerment Trust (25.1%) International Gaming Technology Brasil Servicos de Dados Ltda Calcada Das Margaridas, 163, Sala 02, Barueri, Sao Paulo, 06453-038, Brazil 100 IGT Global Solutions Corporation ISB Albion Limited Ewropa Business Centre, Level 3-701, Dun Karm Street, Birkirkara, Malta BKR 9034 100 IGT D&B ISB Holdings Limited ISB Czech S.r.o. Pujmanové 1753/10a, Nusle, Prague 4, Czech Republic 140 00 100 IGT D&B ISB Holdings LImited ISB Ena Limited Grigori Afxentiou, 27, 6021, Larnaca, Cyprus 100 IGT D&B ISB Holdings LImited ISB Magma Limited Ewropa Business Centre, Level 3-701, Dun Karm Street, Birkirkara, Malta BKR 9034 100 IGT D&B ISB Holdings Limited ISB ROM SRL 2E Consiliul Europei Square, United Business Center 3, 3rd floor, space U3.E3.01, Timișoara, Romania 100 IGT D&B ISB Holdings Limited LB Produtos Lotéricos E Licenciamentos Ltda. Calcada das Margaridas No. 163 Sala 02, CV 1237 Centro Comercial de Alphaville, Barueri Sao Paulo Brazil 06453-038 100 LB Participacões E Loterias Ltda. Leeward Islands Lottery Holding Company, Inc. C18, The Sands Complex, Bay Road, Basseterre, St. Christopher, St. Kitts 100 IGT Global Services Limited Lotterie Nazionali S.r.l. Viale del Campo Boario, 56/d Roma, Italy 64 IGT Lottery S.p.A. Name of entity Address of registered office Ownership % Shareholder Financial Statements Annual Report and Accounts 2024 Page | 158

Lottery Equipment Company c/o Shevchenko, Didkovskiy and Parnters LLC, 2-A Kostyantynivska Street, 5th Floor, Kyiv, Ukraine 100 GTECH Asia Corporation (99.994%); GTECH Management P.I. Corporation (0.006%) LOTTOITALIA S.r.l. Viale del Campo Boario, 56/d Roma, Italy 61.50 IGT Lottery S.p.A. Mineira da Sorte Loteria SPE LTDA Rua Dr. Guilherme Bannitz, No. 126, room 81, Itaim Bibi, São Paulo 04532-060 50 IGT Global Solutions Corporation (49%); International Gaming Technology Brasil Serviços de Dados Ltda. (1%) MyLotteries S.r.l. Viale del Campo Boario, 56/d Roma, Italy 100 IGT Lottery S.p.A. Northstar New Jersey Holding Company, LLC 820 Bear Tavern Road, West Trenton, NJ 08628, United States 71.12 IGT Global Solutions Corporation Northstar New Jersey Lottery Group, LLC 820 Bear Tavern Road, West Trenton, NJ 08628, United States 76.64 Northstar New Jersey Holding Company, LLC Northstar SupplyCo New Jersey, LLC 820 Bear Tavern Road, West Trenton, NJ 08628, United States 70 IGT Global Solutions Corporation Online Transaction Technologies S.à.r.l. à Associé Unique Twin Center West, Angle Bd Zerktouni et Al Massira El Khadra, Casablanca, Morocco 100 IGT Foreign Holdings Corporation Orbita Sp. z o.o. Aleje Jerozolimskie 92, 00-807 Warsaw, Poland 100 IGT Global Solutions Corporation Oy IGT Finland AB Turuntie 42, Espoo, Finland 02650 100 IGT Global Solutions Corporation Oz Interactive Limited 10 Finsbury Square, 3rd Floor, London, England EC2A 1AF 100 IGT D&B ISB Holdings Limited PCC Giochi e Servizi S.p.A. Viale del Campo Boario, 56/d Roma, Italy 100 IGT Lottery S.p.A. Powerhouse Technologies, Inc. Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, United States 100 International Game Technology Probability (Gibraltar) Limited Suite 23, Portland House Glacis Road, GX11 1AA, Gibraltar 100 IGT UK Interactive Limited Prodigal Lottery Services, N.V. 63A Walter J.A. Nisbeth Road, Pondfill Philipsburg, St. Maarten 100 Leeward Islands Lottery Holding Company, Inc. Retail Display and Service Handlers, LLC Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, United States 100 IGT Global Solutions Corporation Rhode Island VLT Company LLC Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, United States 60 IGT Global Solutions Corporation Ringmaster S.r.l. Corso Francia, 110 - Torino, Italy 50 IGT Lottery S.p.A.. SB Industria E Comercio Ltda. Rua Rio Pauini 30, A, Quadra F, conjunto Manauense, Bairro Nossa Senhora das Graças, CEP 69053-001, Cidade de Manaus, Estado do Amazonas 100 IGT Global Solutions Corporation (˃99.99%); IGT Foreign Holdings Corporation (˂0.01%) SED Multitel S.r.l. Viale del Campo Boario, 56/d Roma, Italy 100 IGT Lottery S.p.A. Servicios Corporativos y de Administracion, S. de R.L. de C.V. Andres Bello 45 Piso 14, Col. Polanco, Chapultepec, Deleg. Miguel Hidalgo, D.F.C.P. 11560, Mexico 100 International Game Technology (99.97%); IGT (0.03%) St. Kitts and Nevis Lottery Company, Ltd. C17, The Sands Complex, Bay Road, Basseterre, St. Kitts 100 Leeward Islands Lottery Holding Company, Inc. Technology Risk Management Services, Inc. Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, United States 100 IGT Global Solutions Corporation Name of entity Address of registered office Ownership % Shareholder Financial Statements Annual Report and Accounts 2024 Page | 159

Telling IGT Information Technology (Shenzhen) Co., Ltd. 503D, Tian An Chuangxin Keji Square (Phase II) East Block, the Interchange of Binhe Road and Xiangmihu Road, Shatou Street, Futian District, Shenzhen, China 49 IGT Global Services Limited VIA TECH Servicios SpA Isadora Goyenechea, 3447 Piso 19, 2215-21, Las Condes, Santiago, Chile 100 IGT Global Services Limited VLC, Inc. 6355 South Buffalo Drive, Las Vegas, Nevada, 89113, United States 100 Powerhouse Technologies, Inc. Your Sales S.r.L. Viale del Campo Boario, 56/d Roma, Italy 100 IGT Lottery S.p.A. ZEST GAMING MEXICO, S.A. DE C.V. Campos Eliseos169, Col. Polanco, Mexico City, 11560, Mexico 100 International Game Technology PLC (99%); IGT Spain Lottery S.L.U. (1%) Name of entity Address of registered office Ownership % Shareholder Financial Statements Annual Report and Accounts 2024 Page | 160

FINANCIAL STATEMENTS INTERNATIONAL GAME TECHNOLOGY PLC INDEX TO PARENT COMPANY FINANCIAL STATEMENTS Parent Balance Sheet at December 31, 2024 and 2023........................................................................................... 162 Parent Statement of Shareholders' Equity for the years ended December 31, 2024 and 2023.......................... 163 Notes to the Parent Financial Statements.................................................................................................................... 164 Financial Statements Annual Report and Accounts 2024 Page | 161

International Game Technology PLC Parent Balance Sheet ($ in millions) December 31, Notes 2024 2023 Assets Current assets: Cash and cash equivalents 3 7 Intercompany loans receivable 3 60 Intercompany receivables 53 11 Other current assets 7 1 Total current assets 66 79 Property, plant and equipment, net — 1 Right-of-use assets 6 1 2 Investments in subsidiaries 3 7,820 8,594 Intercompany loans receivable 2,292 3,766 Other non-current assets 10 14 Total non-current assets 10,123 12,377 Total assets 10,189 12,456 Liabilities and shareholders' equity Current liabilities: Accounts payable 12 10 Current portion of long-term debt 4 104 — Derivative liabilities 47 — Intercompany loans payable 71 86 Intercompany payables 204 115 Other current liabilities 15 18 Total current liabilities 453 229 Long-term debt 4 3,987 4,697 Lease liabilities 6 — 1 Intercompany loans payable 254 586 Total non-current liabilities 4,241 5,284 Total liabilities 4,694 5,514 Shareholders' equity Share capital 21 21 Share premium 21 21 Retained earnings 4,889 3,497 Revaluation reserves 3 422 3,261 Other reserves 143 143 Total shareholders' equity 5,495 6,943 Total liabilities and shareholders' equity 10,189 12,456 Net income (loss) was $1.5 billion and $(40) million for the years ended December 31, 2024 and 2023, respectively. As permitted by section 408 of the CA 2006, no statement of comprehensive income for International Game Technology PLC is shown. The Parent financial statements were approved by the Board of Directors on March 6, 2025 and signed on its behalf on March 12, 2025 by: Vincent Sadusky Chief Executive Officer Company registration number: 09127533 The accompanying notes are an integral part of these Parent financial statements. Financial Statements Annual Report and Accounts 2024 Page | 162

International Game Technology PLC Parent Statement of Shareholders' Equity ($ in millions) Notes Share Capital Share Premium Retained Earnings Revaluation Reserves Other Reserves Total Equity Balance at December 31, 2022 21 21 3,672 3,033 142 6,888 Net loss — — (40) — — (40) Other comprehensive income — — — — 1 1 Total comprehensive (loss) income — — (40) — 1 (40) Non-cash investment in subsidiaries — — 34 — — 34 Stock-based compensation — — 8 — — 8 Shares issued under stock award plans — — (15) — — (15) Shares issued upon exercise of stock options — — — — — — Dividends paid — — (160) — — (160) Repurchases of ordinary shares — — — — — — Investment in subs - capitalized — — — 4,000 — 4,000 Investment in subs - unrealized gain 3 — — — (4,425) — (4,425) Investment in subs - unrealized loss 3 — — — 653 — 653 Other — — — — — — Balance at December 31, 2023 21 21 3,497 3,261 143 6,943 Net income — — 1,525 — — 1,525 Other comprehensive loss — — — — — — Total comprehensive income (loss) — — 1,525 — — 1,525 Non-cash investment in subsidiaries — — 38 — — 38 Stock-based compensation — — 7 — — 7 Shares issued under stock award plans — — (17) — — (17) Shares issued upon exercise of stock options — — — — — — Dividends paid — — (161) — — (161) Repurchases of ordinary shares — — — — — — Investment in subs - unrealized gain 3 — — — 329 — 329 Investment in subs - unrealized loss 3 — — — (3,167) — (3,167) Other — — — — — — Balance at December 31, 2024 21 21 4,889 423 143 5,495 For further information related to shareholders' equity, refer to Note 21 – Shareholders’ Equity, in the notes to the consolidated financial statements included herein. The accompanying notes are an integral part of these Parent financial statements. Distributable reserves are determined as required by the CA 2006 by reference to a company’s individual financial statements. As at December 31, 2024, the Company had accumulated distributable reserves of $5.0 billion. Financial Statements Annual Report and Accounts 2024 Page | 163

International Game Technology PLC Notes to the Parent Financial Statements 1. Description of Business The principal activities of International Game Technology PLC (the "Parent") are to make investments and provide loans to its consolidated subsidiaries. All references to the "Company" refer to the business and operations of the Parent and its consolidated subsidiaries. 2. Summary of Material Accounting Policy Information Basis of Preparation The accompanying financial statements and notes of the Parent have been prepared on a going concern basis and in accordance with Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ ("FRS 101") and the CA 2006 applicable to companies reporting under FRS 101. The Parent financial statements have been prepared on a historical costs basis, unless otherwise stated. The Parent financial statements are stated in millions of U.S. dollars unless otherwise indicated and are computed based on the amounts in thousands. Certain amounts in columns and rows within tables may not foot due to rounding. In preparing these financial statements, we apply the recognition, measurement, and disclosure requirements of Adopted IFRSs, but make amendments where necessary in order to comply with the CA 2006 and have set out below where we take advantage of FRS 101 disclosure exemptions. The accounting policies set out below have been applied consistently to all periods presented in these financial statements, unless otherwise stated. The following exemptions from the requirements of IFRS available under FRS 101 have been applied: • The following paragraphs of IAS 1, Presentation of Financial Statements: ▪ 10(d) (statement of cash flows); ▪ 16 (statement of compliance with all IFRS); ▪ 38 (comparative information requirements in respect of Paragraph 79(a)(iv) of IAS 1) ▪ 38A (requirement for minimum of two primary statements, including cash flow statements); ▪ 38B-D (additional comparative information); ▪ 111 (cash flow statement information); and ▪ 134-136 (capital management disclosures). • The requirements of paragraphs 1 to 44E and 45 to 63 of IAS 7, Statement of Cash Flows • Paragraphs 30 and 31 of IAS 8, Accounting policies, changes in accounting estimates and errors (requirement for the disclosure of information when an entity has not applied a new IFRS that has been issued but is not yet effective); • IFRS 7, Financial Instruments: Disclosures; • Paragraphs 91 to 99 of IFRS 13, Fair Value Measurement (disclosure of valuation techniques and inputs used for fair value measurement of assets and liabilities); • The requirement of paragraph 33(c) of IFRS 5, Non-current Assets Held for Sale and Discontinued Operations; • The requirements of IAS 24, Related Party Disclosures, to disclose related party transactions entered into between two or more members of a group; • Paragraph 17 of IAS 24, Related Party Disclosures (key management compensation); and • Paragraphs 45(b) and 46 to 52 of IFRS 2, Share-Based Payment (details of the number and weighted- average exercise prices of stock options and stock awards, and how the fair value of stock options and stock awards was determined). Summary of Material Accounting Policy Information The accounting policies used in the preparation of the Parent financial statements are the same as those used in the preparation of the consolidated financial statements, in accordance with the CA 2006. Refer to Note 2 – Summary of Material Accounting Policy Information, in the notes to the consolidated financial statements included herein. In addition to those accounting policies, the following accounting policy for investments in subsidiaries also applies to the Parent financial statements: Investments in subsidiaries are held at fair value with fair value movements recognised in reserves in accordance with IFRS 9. Financial Statements Annual Report and Accounts 2024 Page | 164

3. Investments in Subsidiaries Country of Incorporation December 31, ($ in millions) 2024 2023 International Game Technology United States 3,160 790 IGT Lottery Holdings B.V. Netherlands 3,950 6,990 IGT Canada Solutions Canada 600 685 Other 110 129 7,820 8,594 The Parent engaged external, independent, and qualified valuers to determine the fair value of the Parent’s investment in subsidiaries. The net purchase price for the sale of IGT Gaming was used to determine the fair value of the Parent’s investment in International Game Technology, IGT Canada Solutions, and Other investments as of December 31, 2024, as these subsidiaries comprise substantially all of the activity of the IGT Gaming disposal group. Changes in the fair value of the subsidiaries between December 31, 2023 and December 31, 2024 were primarily due to external market conditions, settlement of intercompany agreements between the Parent and its subsidiaries, new intercompany agreements between the Parent and its subsidiaries, and changes to intercompany agreements between the subsidiaries. The main level 3 inputs used by the Parent in the discounted cash flow analysis include forecasted revenue, forecasted EBITDA, long-term growth rates, and weighted-average cost of capital. The key assumptions to which the calculation of fair value are most sensitive include the investment’s forecasted EBITDA, long-term growth rate, and weighted average cost of capital. The sensitivities analysis below relates specifically to the fair value of the Parent’s investment in IGT Lottery Holdings B.V., which comprises substantially all of the activity of the single cash-generating unit of the Parent following the sale of IGT Gaming. The sensitivity analysis is based on reasonably possible changes to the respective assumptions. The methodology used in arriving at the incremental changes shown is consistent with that used for the valuations as of December 31, 2024. ($ in millions) Increase (decrease) in asset valuation IGT Lottery Holdings BV Weighted average cost of capital decrease of 100 bps 980 increase of 100 bps (780) Long-term growth rate decrease of 100 bps (370) increase of 100 bps 470 For a complete list of the Parent's subsidiaries, refer to Note 29 – The Parent's Directly and Indirectly Owned Subsidiaries, in the notes to the consolidated financial statements included herein. At the Parent’s 2023 AGM, the shareholders approved resolutions for the capitalisation of up to $4.0 billion of the aggregate amount standing to the credit of the revaluation reserve based on an April 30, 2023 valuation, conditional on the revaluation reserve being created, that could increase the distributable reserves balance. The Parent then applied to the Companies Court to allow the revaluation reserve balance, created following the changes made to the accounting policy applicable to the measurement of investments in subsidiaries, to increase the distributable reserves balance. The Companies Court approval allowed the capitalisation of $4.0 billion of revaluation reserves, thereby increasing the distributable reserves balance by $4.0 billion as of December 31, 2023. Financial Statements Annual Report and Accounts 2024 Page | 165

4. Debt The principal balance of each debt obligation reconciles to the balance sheet is as follows: December 31, 2024 December 31, 2023 ($ in millions) Principal Debt issuance cost, net Other Total Principal Debt issuance cost, net Other Total 6.500% Senior Secured U.S. Dollar Notes due February 2025 — — — — 500 (1) — 499 4.125% Senior Secured U.S. Dollar Notes due April 2026 750 (2) — 748 750 (3) — 747 3.500% Senior Secured Euro Notes due June 2026 779 (2) — 777 829 (3) — 826 6.250% Senior Secured U.S. Dollar Notes due January 2027 750 (2) — 748 750 (3) — 747 2.375% Senior Secured Euro Notes due April 2028 519 (2) — 517 553 (3) — 550 5.250% Senior Secured U.S. Dollar Notes due January 2029 750 (4) — 746 750 (5) — 745 Senior Secured Notes, long-term 3,549 (12) — 3,537 4,131 (18) — 4,113 Euro Term Loan Facility due January 2027 312 — (5) 307 442 (1) (6) 435 Revolving Credit Facilities due July 2027 145 (2) 1 143 151 (3) 1 149 Long-term debt, less current portion 4,005 (14) (4) 3,987 4,724 (22) (5) 4,697 Euro Term Loan Facility due January 2027 104 — — 104 — — — — Current portion of long-term debt 104 — — 104 — — — — Total Debt 4,109 (14) (4) 4,091 4,724 (22) (5) 4,697 At December 31, 2024 and 2023, $2 million and $3 million of debt issuance costs, net for the Revolving Credit Facilities with no outstanding borrowings, were recorded as other non-current assets in the Parent Balance Sheet. Principal payments for each debt obligation, excluding short-term borrowings, for the next five years and thereafter are as follows (in millions): Year U.S. Dollar Denominated Euro Denominated Total 2025 — 104 104 2026 750 883 1,633 2027 895 208 1,103 2028 — 519 519 2029 750 — 750 2030 and thereafter — — — Total principal payments 2,395 1,714 4,109 For further information related to debt, refer to Note 16 – Debt, in the notes to the consolidated financial statements included herein. 5. Income Taxes The provision for income taxes consists of: For the year ended December 31, ($ in millions) 2024 2023 Current: Withholding tax 2 5 Current tax on income for the year — 2 2 7 Income taxes paid were $2.2 million and nil in 2024 and 2023, respectively. There were no deferred tax assets and deferred tax liabilities at December 31, 2024 and 2023. Financial Statements Annual Report and Accounts 2024 Page | 166

The Parent is a tax resident in the United Kingdom ("U.K."). A reconciliation of the provision for income taxes, with the amount computed by applying the U.K. statutory main corporation tax rates enacted in each of the Parent’s calendar year reporting periods is as follows: For the year ended December 31, ($ in millions) 2024 2023 Income (loss) before provision for income taxes 1,527 (33) U.K. statutory tax rate 25.0 % 23.5 % Statutory tax expense (benefit) 382 (8) Non-deductible debt & acquisition costs 5 8 Change in unrecognized deferred tax asset 17 42 Foreign withholding taxes 2 5 Unrealized foreign exchange (gain) loss (8) 7 Non-taxable dividend income (397) (49) Other 2 2 2 7 Effective tax rate 0.1 % (21.2) % The Parent's effective income tax rate was 0.1% in 2024 compared to (21.2)% in 2023. The principal drivers of the tax rate reduction are non-taxable foreign exchange gains and a decrease in the deferred tax valuation allowance attributable to tax losses in 2024 versus 2023. Changes to the U.K. corporate tax rates were substantively enacted as part of Finance Bill 2015 (on October 26, 2015) and Finance Bill 2016 (on September 7, 2016). These changes, which include reductions to the main tax rate to 17% on April 1, 2020, have been superseded by the Finance Bill 2021 resulting in an increase of the U.K. corporate tax rate to 25% in 2024. Net Operating Losses At December 31, 2024 and 2023, the Parent had gross tax loss carryforwards of $692 million and $703 million, respectively, that relate to the U.K. No deferred tax assets were recorded for these tax loss carryforwards as realization is not probable. These tax loss carryforwards may be carried forward indefinitely notwithstanding that they offset only 50% of taxable income (above a £5.0 million full allowance threshold) in a given year. 6. Leases During 2024 and 2023, the Parent had a lease for its registered office in London that is effective from January 14, 2016 to January 13, 2026. The classification of our leases in the balance sheet are as follows: December 31, ($ in millions) Balance Sheet Classification 2024 2023 Assets ROU asset, net (1) Right-of-use assets 1 2 Total lease assets 1 2 Liabilities Lease liability, current Other current liabilities 1 1 Lease liability, non-current Lease liabilities — 1 Total lease liabilities 1 3 (1) ROU assets are recorded net of accumulated amortization of $6 million and $5 million at December 31, 2024 and December 31, 2023, respectively. Financial Statements Annual Report and Accounts 2024 Page | 167

Maturities of lease liabilities at December 31, 2024 are as follows ($ in millions): Year Total 2025 1 2026 — 2027 — 2028 — 2029 — Thereafter — Total lease payments 1 Less: Imputed interest — Present value of lease liabilities 1 7. Stock-Based Compensation Stock-based incentive awards were provided to directors and employees under the terms of our 2015 and 2021 Equity Incentive Plans (collectively, the “Plans”) as administered by the Board. Awards available under the Plans principally include stock options, performance share units, restricted share units or any combination thereof. The maximum number of new shares that may be granted under the Plans is 20 million shares. To the extent any award is forfeited, expires, lapses, or is settled for cash, the award is available for reissue under the Plan. We utilize authorized and unissued shares to satisfy all shares issued under the Plans. Stock Options Stock options are awards that allow the employee to purchase shares of our stock at a fixed price. Stock options were granted under the Plans at an exercise price not less than the fair market value of a share on the date of grant. No stock options were granted in 2024 or 2023. Stock Awards Stock awards were principally made in the form of performance share units (“PSUs”) and restricted share units (“RSUs”). PSUs are stock awards where the number of shares ultimately received by the employee depends on the Company’s performance against specified targets, which may include Adjusted EBITDA, Adjusted Free Cash Flow and Total Shareholder Return (“TSR”) relative to the Russell Mid Cap Market Index. PSUs typically vest 50% over an approximate three-year period and 50% over an approximate four-year period (i.e. four years to vest both tranches). Dividend equivalents are not paid under the Plans. The fair value of each PSU is determined on the grant date or modification date, based on the Company’s stock price, adjusted for the exclusion of dividend equivalents, and assumes that performance targets will be achieved. Over the performance period, the number of shares of stock that will be issued is adjusted based upon the probability of achievement of performance targets. The ultimate number of shares issued and the related compensation cost recognized as expense is based on a comparison of the final performance metrics to the specified targets. RSUs are stock awards granted that entitle the holder to shares of common stock as the award vests. Dividend equivalents are not paid under the Plans. 8. Employee Information Employee Benefit Expense For the year ended December 31, ($ in millions) 2024 2023 Stock-based compensation 7 8 Social security and other benefits 1 2 Wages and salaries 1 1 Incentive compensation — 1 10 12 The Parent had 3 and 4 people employed in corporate support roles as of December 31, 2024 and 2023, respectively. Financial Statements Annual Report and Accounts 2024 Page | 168

9. Auditors' Remuneration Aggregate fees for audit services rendered by PricewaterhouseCoopers LLP, which consist of professional services performed in connection with the Parent's annual financial statements, were $329 thousand and $360 thousand for the years ended December 31, 2024 and 2023, respectively. Financial Statements Annual Report and Accounts 2024 Page | 169

Investor Information Listing The ordinary shares of International Game Technology PLC are listed on the New York Stock Exchange under ticker symbol IGT. News releases Additional company information including news releases, earnings announcements, and information on corporate governance are available at www.IGT.com. Investor contact Investor Relations Department International Game Technology 10 Memorial Boulevard Providence, RI 02903 Phone: +1 (401) 392-7077 E-mail: investor.relations@igt.com Share transfer agent and Registrar Computershare Shareholder Services Regular Mail: Computershare PO Box 43078 Providence, RI 02940-3078 Overnight Mail Delivery: Computershare 150 Royall Street, Suite 101 Canton, MA 02021 www-us.computershare.com/investor FORWARD-LOOKING STATEMENTS This document includes forward-looking statements concerning the Company and other matters. These statements may discuss goals, intentions, and expectations as to future plans, trends, events, strategies, transactions, dividends, results of operations, and/or financial condition, or otherwise, based on current beliefs of the management of the Company as well as assumptions made by, and information currently available to, such management. Forward-looking statements may be accompanied by words such as “aim,” “anticipate,” “believe,” “plan,” “could,” “would,” “should,” “shall,” “continue,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “will,” “outlook,” “possible,” “potential,” “predict,” “project,” or the negative or other variations of them. These forward-looking statements speak only as of the date on which such statements are made and are subject to various risks and uncertainties, many of which are outside the Company’s control. Should one or more of these risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may differ materially from those predicted in the forward-looking statements and from past results, performance, or achievements. Therefore, you should not place undue reliance on such statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include (but are not limited to) changing economic conditions in the global markets where the Company operates, including economic slowdowns, rising interest rates, inflationary and other economic factors that pressure customer spending, changes in customer demand for products and services and a slowdown in customer payments; unanticipated changes relating to competitive factors in the industries in which the Company operates; changes in legislation, governmental regulations, or the enforcement thereof that could affect the Company; the resolution of pending and potential future legal, regulatory, or tax proceedings and investigations; and the Company’s international operations, which are subject to the risks of currency fluctuations and foreign exchange controls. Except as required under applicable law, the Company does not assume any obligation to update these forward-looking statements. Nothing in this document is intended, or is to be construed, as a profit forecast or to be interpreted to mean that earnings per share of the Parent for the current or any future financial years will necessarily match or exceed the historical published earnings per share of the Parent, as applicable. All forward-looking statements contained in this document are qualified in their entirety by this cautionary statement. Additional Information Annual Report and Accounts 2024 Page | 170

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