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Forward-looking
Statements Cautionary Statement Regarding Forward-Looking Statements This
communication contains forward-looking statements (including within the
meaning of the Private Securities Litigation Reform Act of 1995) concerning
GTECH, IGT, and International Game Technology PLC (NewCo) the proposed
transactions and other matters. These statements may discuss goals,
intentions and expectations as to future plans, trends, events, results of
operations or financial condition, or otherwise, based on current beliefs of
the management of GTECH, NewCo and IGT 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, possible, potential, predict, project or the
negative or other variations of them. 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. These forward-looking statements are subject to various risks
and uncertainties, many of which are outside the parties control. 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) failure to obtain applicable
regulatory or shareholder approvals in a timely manner or otherwise; failure
to satisfy other closing conditions to the proposed transactions; risks that
the new businesses will not be integrated successfully or that the combined
companies will not realize estimated cost savings, value of certain tax
assets, synergies and growth or that such benefits may take longer to realize
than expected; failure to realize anticipated benefits of the combined
operations; risks relating to unanticipated costs of integration; reductions
in customer spending, a slowdown in customer payments and changes in customer
demand for products and services; unanticipated changes relating to
competitive factors in the industries in which the companies operate; ability
to hire and retain key personnel; the potential impact of announcement or
consummation of the proposed transactions on relationships with third
parties, including customers, employees and competitors; ability to attract
new customers and retain existing customers in the manner anticipated;
reliance on and integration of information technology systems; changes in
legislation or governmental regulations affecting the companies;
international, national or local economic, social or political conditions
that could adversely affect the companies or their customers; conditions in
the credit markets; risks associated with assumptions the parties make in
connection with the parties critical accounting estimates and legal
proceedings; and the parties international operations, which are subject to
the risks of currency fluctuations and foreign exchange controls. The
foregoing list of factors is not exhaustive. You should carefully consider
the foregoing factors and the other risks and uncertainties that affect the
parties businesses, including those described in NewCos registration
statement on Form F-4 and other documents filed from time to time with the
Securities and Exchange Commission (the SEC) and those described in GTECHs
annual reports, registration documents and other documents filed from time to
time with the Italian financial market regulator (CONSOB), as well as those
included in IGTs Annual Report on Form 10-K, Quarterly Reports on Form 10-Q
and Current Reports on Form 8-K. Except as required under applicable law, the
parties do not assume any obligation to update these forward looking
statements. Nothing in this announcement is intended, or is to be construed,
as a profit forecast or to be interpreted to mean that earnings per GTECH
share or IGT share for the current or any future financial years or those of
the combined group, will necessarily match or exceed the historical published
earnings per GTECH share or IGT share, as applicable. All forward-looking
statements contained in this communication are qualified in their entirety by
this cautionary statement. All subsequent written or oral forward-looking
statements attributable to GTECH or NewCo, or persons acting on their behalf,
are expressly qualified in its entirety by the cautionary statements
contained throughout this communication. As a result of these risks,
uncertainties and assumptions, you should not place undue reliance on these
forward-looking statements. Cautionary Statement Regarding Projections This
communication contains certain projections, particular on slides 16, 17, 18,
and 19. These projections were compiled by a third-party research service,
are forward-looking, are subject to significant business, economic,
regulatory and competitive uncertainties and contingencies, many of which are
beyond the control of GTECH and its management, and are based upon third-party
assumptions with respect to future decisions, which may be inaccurate and/or
subject to change. GTECH does not publicly disclose long-term projections as
to future revenues, earnings or other results due to, among other reasons,
the uncertainty and subjectivity of the underlying assumptions and estimates.
As a result, GTECH does not endorse these projections as a reliable
indication of future results and the inclusion of this information should not
be regarded as an indication that GTECH considers them to be necessarily
predictive of actual future results. There can be no assurance that the
prospective results will be realized or that actual results will not be
significantly higher or lower than estimated.
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