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US – Scientific to change state of incorporation to Nevada

By - 19 September 2017

Scientific Games has entered into an Agreement and Plan of Merger with SG Nevada Merger Company, a Nevada corporation and our wholly owned subsidiary, providing for the merger of the Company with and into SG Nevada with SG Nevada surviving the merger, for the sole purpose of changing the Company’s state of incorporation from Delaware to Nevada.

The reincorporation merger is subject to approval by the affirmative vote of holders of a majority of outstanding shares of Class A common stock of the Company entitled to vote thereon at a special meeting of the Company’s stockholders.

If the merger is approved by the Company’s stockholders, at the Effective Time, each share of Class A common stock, par value $0.01 per share, of the Company issued and outstanding immediately prior to the Effective Time will be converted (without the surrender of stock certificates or any other action by SG Nevada, the Company or the Company’s stockholders) into one fully paid and non-assessable share of common stock, par value $0.001, of the Surviving Corporation.

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