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Playtech PLC

AGM Information Dec 19, 2024

5196_dva_2024-12-19_9e2cf035-2971-4063-8871-8749acd0f395.pdf

AGM Information

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PUBLIC COMPANY LIMITED BY SHARES

RESOLUTIONS

Of

PLAYTECH PLC

(Incorporated in the Isle of Man with registered number 008505V)

(the "Company")

Passed on 19 December 2024

At a general meeting of the Company duly convened and held at the offices of Bryan Cave Leighton Paisner LLP, Governor's House, 5 Laurence Pountney Hill, London EC4R 0BR, United Kingdom at 10:00 a.m. on 19 December 2024 the following resolutions were duly passed as ordinary resolutions of the Company (capitalised terms in these resolutions, unless defined therein, have the meanings given to them in the circular to shareholders of the Company dated 27 November 2024):

ORDINARY RESOLUTIONS

  • To approve and adopt the Policy with immediate effect. 1
  • 2 That,
    • a. 3 of this document and the rules of which are produced at the General Meeting and, for the purposes of identification, initialled by the Chairman, be and are hereby approved and the Directors be authorised to do all acts and things which they may consider necessary or expedient to carry the PSIPD into effect; and
    • b. the Directors be and are hereby authorised to establish such further plans based on the PSIPD as they consider necessary or desirable, but which have been modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further plans are treated as counting against any limits on participation in the PSIPD.
    • That,

3

a. the rules of the PTP, the principal terms of which are summarised in Part 4 of this document and the rules of which are produced at the General Meeting and, for the purposes of identification, initialled by the Chairman, be and are hereby approved and the Directors be authorised to do all acts and things which they may consider necessary or expedient to carry the PTP into effect; and

b. the Directors be and are hereby authorised to establish such further plans based on the PTP as they consider necessary or desirable, but which have been modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further plans are treated as counting against any limits on participation in the PTP.

4

That Rule 2.2 of the Playtech plc Restricted Share Plan 2024 be replaced with the following:

2.2. 10 per cent in 10 years

An Award may not be granted if the result of granting the Award would be that the aggregate number of Plan Shares issued or committed to be issued in the preceding 10 year period under:

    1. Awards under the Plan; or
    1. options or awards granted under any other Employees' Share Scheme (whether or not discretionary) operated by the Group, excluding any options or awards granted under the Playtech plc Transformation Plan,

would exceed 10 per cent of the Company's issued ordinary share capital at that time.

ഗ That, in respect of each of the annual financial periods of the Company ending on 31 December 2024 and 31 December 2025, the limit contained in Article 95 of the Articles of Association of the Company applicable to the fees receivable by the Directors for their services as Directors (in addition to fees paid for employment or executive services) shall be increased to £3,000,000 per annum and shall revert to £1,500,000 per annum for the annual financial period of the Company commencing on 1 January 2026.

Brian Moore, Company Secretary

Duly authorised officer of

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