Entain PLC

AGM Information • Mar 21, 2025

Entain plc Notice of Annual General Meeting 2025

This document is important and requires your immediate attention.

If you are in any doubt about the contents of this document, you should immediately consult your stockbroker, bank manager, solicitor, accountant, or other independent financial adviser authorised under the Financial Services and Markets Act 2000, or if outside the United Kingdom, another appropriately authorised financial adviser, without delay.

If you have sold or otherwise transferred all of your shares in Entain plc, you should immediately send this document, together with the accompanying documents, to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

Entain plc

(Incorporated in the Isle of Man with Registered No. 004685V)

Notice of the Annual General Meeting of the Company to be held at 10:00 a.m. (BST) on 23 April 2025 at the offices of Addleshaw Goddard LLP, Milton Gate, 60 Chiswell Street, London EC1Y 4AG is set out in this document.

Whether or not you propose to attend the Annual General Meeting, please complete and submit a proxy form or electronic proxy instruction in accordance with the notes to the notice of the Annual General Meeting. The completed proxy form or electronic proxy instruction must be received no later than 10:00 a.m. (BST) on 17 April 2025.

Directors:

Pierre Bouchut (Interim Non-Executive Chair)

Helen Ashton (Independent Non-Executive Director)

Amanda Brown (Independent Non-Executive Director)

Stella David (Interim Chief Executive Officer)

Ronald Kramer (Independent Non-Executive Director)

Virginia McDowell (Independent Non-Executive Director)

Ricky Sandler (Non-Executive Director)

David Satz (Senior Independent Director)

Rahul Welde (Independent Non-Executive Director)

Rob Wood (Chief Financial Officer and Deputy CEO)

Registered Office:

2a Lord Street Douglas Isle of Man IM1 2BD

21 March 2025

Chair's letter

To: Shareholders and (for information purposes only) option holders of Entain plc (the "Company" or "Entain")

Notice of 2025 Annual General Meeting

I have pleasure in enclosing the notice of the Company's 2025 Annual General Meeting ("AGM"), which will be held at 10:00 a.m. (BST) on 23 April 2025 at the offices of Addleshaw Goddard LLP, Milton Gate, 60 Chiswell Street, London EC1Y 4AG. The Company's audited annual report and accounts for the year ended 31 December 2024 (the "Annual Report") was published on 21 March 2025 and is available on the Company's website www.entaingroup.com.

The Entain Board of Directors (the "Board") looks forward to welcoming shareholders to the AGM.

The formal notice of the AGM is set out on pages 3 and 4 of this document and contains 18 proposed resolutions for your consideration. The Board believes that in the interests of shareholder democracy, it is important that the voting intentions of all shareholders are taken into account, not just those who are able to attend the AGM and as such I propose, in accordance with the Company's articles of association ("Articles of Association"), putting all of the 18 resolutions to shareholders by way of a poll rather than a show of hands. Explanatory notes to those resolutions are set out in Appendix 1 to this document.

Attendance at the meeting

Shareholders should monitor the Company's website www.entaingroup.com and announcements to the London Stock Exchange for any updates to the meeting arrangements.

Board and Committee changes

As announced on 11 February 2025, Stella David has assumed the role of Interim Chief Executive Officer and Pierre Bouchut has assumed the role of Interim Non-Executive Chair of the Board.

Helen Ashton was appointed as a Non-Executive Director of the Company since the last AGM and is therefore standing for election at this first AGM since her appointment. All other Directors will retire and stand for re-election at the AGM in accordance with the recommendation of the UK Corporate Governance Code 2024.

Following the previous AGM held on 24 April 2024, Amanda Brown was appointed as Chair of the Remuneration Committee and became a member of the People & Governance Committee, and David Satz became Chair of the Sustainability & Compliance Committee.

On appointment, Helen Ashton joined the Audit Committee and became its Chair on 30 September 2024. On 12 December 2024 Helen became a member of the Remuneration Committee and on 11 February 2025 she became a member of the Capital Allocation Committee.

At the time of Stella David's appointment as Chair of the Board on 30 September 2024, Stella was also appointed as Chair of the People & Governance Committee and the Capital Allocation Committee, and as a member of the Sustainability & Compliance Committee. Following her appointment as Interim Chief Executive Officer on 11 February 2025, Stella has stepped down from these Board Committee roles. On his appointment as Interim Non-Executive Chair of the Board, Pierre Bouchut stepped down as a member of the Audit Committee and became Chair of the Capital Allocation Committee and Chair of the People & Governance Committee.

On 11 February 2025, David Satz was appointed as the Senior Independent Director.

As announced on 21 March 2025, Ronald Kramer is not standing for re-election at the AGM and will step down from the Board on 23 April 2025.

Biographical details for all of the Directors are set out in Appendix 2 to this document.

Articles of Association

It is proposed that the Company adopt new articles of association (the "New Articles") in place of the existing Articles of Association, which were last amended in 2023.

The principal changes in the New Articles are summarised in the explanatory notes set out in Appendix 1 to this document. The key changes in the New Articles include an increase to the cap on the aggregate amount of directors' fees and certain amendments to enhance flexibility in the Company's administration.

Recommendation

The Directors consider that all the resolutions to be put to the meeting are in the best interests of the Company and its shareholders as a whole. The Directors will therefore be voting in favour of all the resolutions in respect of their own shareholdings, other than in respect of those matters in which they are interested, and unanimously recommend that you do so as well.

Action to be Taken

Shareholders wishing to submit their voting instructions online should visit www.signalshares.com and follow the instructions. To use this service, you will need your Investor Code ("IVC") which can be found on your share certificate or on any other recent shareholder communication. MUFG Corporate Markets, the Company's Share Registrar ("Registrar"), has a shareholder app: VOTE+ which can be used to submit voting instructions and/or appoint proxies. It is free to download and use and gives shareholders the ability to access their records at any time. To download the app, you can use the following QR codes:

Apple App Store Google Play

Alternatively, if you hold your ordinary shares in CREST, you can vote through CREST in accordance with the notes to the AGM notice set out in this document.

Institutional investors may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar.

Shareholders who have opted to receive a hard copy Form of Proxy should complete, sign and return the Form of Proxy in accordance with the instructions printed on it. Hard copy Forms of Proxy should be returned to:

MUFG Corporate Markets PXS1 Central Square 29 Wellington Street Leeds LS1 4DL

In each case, the electronic proxy instruction or Form of Proxy should be returned as soon as possible but, in any event, must be received by the Registrar no later than 10:00 a.m. (BST) on 17 April 2025. We encourage you to appoint the chair of the meeting as your proxy to ensure that your vote is counted if you are unable to attend and vote on the day of the AGM.

Yours faithfully

Pierre Bouchut Interim Non-Executive Chair

Company Number: 004685V

THE ISLE OF MAN COMPANIES ACT 2006 NOTICE OF ANNUAL GENERAL MEETING of Entain plc (the "Company")

Notice is hereby given that the 2025 Annual General Meeting of the Company will be held on 23 April 2025 at 10:00 a.m. (BST) at the offices of Addleshaw Goddard LLP, Milton Gate, 60 Chiswell Street, London EC1Y 4AG for the purpose of considering and, if thought fit, passing the following resolutions. Resolutions 15 to 18 (inclusive) will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions. All resolutions will be decided on a poll.

Ordinary resolutions

• 1. To receive the Company's annual accounts, the strategic report, the Directors' report and the auditor's report for the financial year ended 31 December 2024.
• 1. To receive and approve the Directors' remuneration report contained within the annual report and accounts for the financial year ended 31 December 2024.
• 1. To re-appoint KPMG LLP as auditor to the Company to hold office until the conclusion of the next general meeting of the Company at which accounts are laid before the shareholders.
• 1. To authorise the Audit Committee to agree the remuneration of the auditor.
• 1. To re-elect Pierre Bouchut as a Director.
• 1. To re-elect Stella David as a Director.
• 1. To re-elect Amanda Brown as a Director.
• 1. To re-elect Virginia McDowell as a Director.
• 1. To re-elect Ricky Sandler as a Director.
• 1. To re-elect David Satz as a Director.
• 1. To re-elect Rahul Welde as a Director.
• 1. To re-elect Rob Wood as a Director.
• 13.To elect Helen Ashton as a Director.
• 1. THAT, in substitution for all existing authorities, pursuant to and for the purposes of article 4.1 of the Articles of Association, the Directors are generally and unconditionally authorised to exercise all the powers of the Company to allot ordinary shares of €0.01 each in the Company and to grant rights to subscribe for or to convert any security into shares in the Company,
  2. (a) up to a maximum aggregate normal amount of €2,131,023; and
  3. (b) up to a further maximum aggregate nominal amount of €2,131,023 in connection with any pre-emptive offer,

provided that the authority conferred by this resolution shall expire (unless previously renewed, varied or revoked by the Company in general meeting) at the close of business (BST) on 23 July 2026 or, if earlier, at the conclusion of the next Annual General Meeting of the Company but so that the Company may, before such expiry, make offers or agreements which would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry and the Directors may allot shares or grant rights to subscribe for or convert securities into shares pursuant to any such offer or agreement as if this authority had not expired, and

where "pre-emptive offer" means any offer that is open for acceptance for a period determined by the Directors to:

• (i) holders of shares in proportion (as nearly as practicable) to the respective number of shares held by them; and
• (ii) if applicable, holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, record dates or legal, regulatory, or practical problems in, or under the laws of, any territory or by virtue of shares being represented by depositary receipts or any other matter.

Special resolutions

• 15.THAT, subject to and conditional on the passing of Resolution 14, the Directors are empowered, pursuant to article 4.2(d) of the Articles of Association, to allot shares for cash pursuant to the authority conferred by Resolution 14 or in circumstances where the allotment constitutes an allotment of equity securities as defined in the Articles of Association (including by way of a sale of treasury shares), in each case disapplying the provisions of article 4.2(a) provided that this power is limited to:
  • (a) the allotment of shares or equity securities as defined in the Articles of Association (including by way of a sale of treasury shares) (and in the case of an allotment pursuant to the authority granted by part (b) of Resolution 14, such authority shall be limited to the allotment of shares or equity securities in connection with a pre-emptive offer only) to:
    • (i) holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and
    • (ii) if applicable, holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory or by virtue of shares being represented by depositary receipts or any other matter; and

(b) the allotment of shares or equity securities as defined in the Articles of Association (including by way of a sale of treasury shares) otherwise than pursuant to paragraph 15(a) above, up to an aggregate nominal value of €319,653,

and provided also that the power conferred by this resolution shall expire (unless previously renewed, varied or revoked by the Company in general meeting) at the close of business (BST) on 23 July 2026 or, if earlier, at the conclusion of the next Annual General Meeting of the Company, save that the Company may, before such expiry, make offers or agreements which would or might require shares or equity securities as defined in the Articles of Association (including by way of a sale of treasury shares) in pursuance of such offer or agreement notwithstanding that the power conferred by this resolution has expired. For the purposes of this Resolution 15, "pre-emptive offer" has the same meaning as in Resolution 14 above.

• 1. THAT, in substitution for all existing authorities and subject to and conditional on the passing of Resolution 14 and in addition to any power granted under Resolution 15 above, the Directors are empowered, pursuant to article 4.2(d) of the Articles of Association, to allot shares or equity securities as defined in the Articles of Association (including by way of a sale of treasury shares) for cash, pursuant to the authority given by Resolution 14, in each case disapplying the provisions of article 4.2(a), provided that this power is:
  2. (a) limited to the allotment and/or sale of shares or equity securities as defined in the Articles of Association (including by way of a sale of treasury shares) up to an aggregate nominal value of €319,653; and
  3. (b) used only for the purposes of financing (or refinancing, if the power is to be used within twelve months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights published by the Pre-Emption Group,

and provided also that the power conferred by this resolution shall expire (unless previously renewed, varied or revoked by the Company in general meeting) at the close of business (BST) on 23 July 2026 or, if earlier, at the conclusion of the next Annual General Meeting of the Company, save that the Company may, before such expiry, make offers or agreements which would or might require shares or equity securities as defined in the Articles of Association (including by way of a sale of treasury shares) to be allotted and the Directors may allot shares or equity securities as defined in the Articles of Association (including by way of a sale of treasury shares) as if the power conferred by this resolution had not expired.

• 1. THAT, pursuant to and for the purposes of article 13 of the Articles of Association, the Company be generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the UK Companies Act 2006) of shares provided that:
  2. (a) the maximum aggregate number of shares authorised to be purchased is 63,930,712;
  3. (b) the minimum price (excluding expenses) which may be paid for each share is its nominal value;
  4. (c) the maximum price (excluding expenses) which may be paid for each share is the higher of:
     • (i) an amount equal to 105% of the average of the middle market quotations of a share, as derived from the London Stock Exchange Daily Official List, for the five business days immediately preceding the day on which the share is contracted to be purchased; and
     • (ii) an amount equal to the higher of the price of the last independent trade of a share and the highest current independent bid for a share on the trading venue where the purchase is carried out;
  5. (d) this authority shall expire at the close of the Annual General Meeting of the Company held in 2026 or 15 months from the date of this resolution whichever is earlier; and
  6. (e) a contract to purchase shares under this authority may be made before the expiry of this authority, and concluded in whole or in part after the expiry of this authority.
• 18.THAT, with effect from the end of the meeting, the New Articles produced to the AGM for the purpose of identification be adopted as the articles of association of the Company in substitution for, and to the exclusion of, the existing Articles of Association.

By Order of the Board Dated: 21 March 2025

Pierre Bouchut

Interim Non-Executive Chair

Registered Office:

2a Lord Street Douglas Isle of Man IM1 2BD

Registered in the Isle of Man No. 004685V

Notes:

Entitlement to attend and vote

• 1. Pursuant to Regulation 22 of the Uncertificated Securities Regulations 2006 of the Isle of Man, only those shareholders registered in the shareholders' register of the Company as at close of business (BST) on 17 April 2025 shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their name at that time. If the meeting is adjourned, the time by which a person must be entered on the shareholders' register of the Company in order to have the right to attend and vote at the adjourned meeting is at close of business (BST) on the day two business days before the date fixed for the adjourned meeting. Changes to entries on the relevant register of securities after that time shall be disregarded in determining the rights of any person to attend or vote at the meeting.
• 1. Shareholders wishing to submit their voting instructions online should visit www.signalshares.com and follow the instructions. To use this service, you will need your Investor Code ("IVC") which can be found on your share certificate or on any other recent shareholder communication.
• 1. Alternatively, if you hold your ordinary shares in CREST, you can vote through CREST in accordance with the notes to the AGM notice set out in this document. In each case, the instruction must be received by MUFG Corporate Markets not later than 10:00 a.m. (BST) on 17 April 2025.

Proxies

1. Members entitled to attend and vote at the Annual General Meeting are also entitled to appoint one or more proxies to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A shareholder may appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder, details of which must be identified on the Form of Proxy (in respect of those shareholders who have opted to receive a hard copy Form of Proxy). A proxy need not be a shareholder of the Company. For shareholders who have opted to receive hard copies, a Form of Proxy which may be used to make such appointment and give proxy instructions accompanies this notice. If you do not have a Form of Proxy and believe that you should have one, or if you require additional forms, please contact MUFG Corporate Markets via email at shareholderenquiries@cm.mpms.mufg.com or on 0371 664 0300 if you are phoning from the United Kingdom or +44 (0) 371 664 0300 if you are calling from outside the United Kingdom. Calls are charged at the standard geographical rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. Lines are open 9:00 a.m. to 5:30 p.m. (BST) Monday to Friday (excluding public holidays in England and Wales). Alternatively, for shareholders intending to appoint more than one proxy and have opted to receive a hard copy Form of Proxy, you may photocopy the Form of Proxy prior to its completion. If you wish your proxy to speak at the meeting, you should appoint a proxy other than the Chair of the meeting and give your instructions to that proxy.

If you hold your shares in the Entain plc Corporate Sponsored Nominee, your shares are held on your behalf in the name of MUFG Corporate Markets Trustees (Nominees) Limited, who are the registered shareholder. You can tell them how you want the votes in respect of your shares to be cast at the AGM by completing a Form of Instruction. This can be done electronically at www.signalshares.com or by completing and returning a hard copy Form of Instruction. You can request a hard copy form from MUFG Corporate Markets by emailing

shareholderenquiries@cm.mpms.mufg.com or calling 0371 664 0300 if you are phoning from the United Kingdom or +44 (0) 371 664 0300 if you are calling from outside the United Kingdom. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open 9:00 a.m. to 5:30 p.m. (BST) Monday to Friday (excluding public holidays in England and Wales). To be effective, in either case the Form of Instruction must be received by MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL (together with any power of attorney or other authority under which it is signed or a notarially certified copy of such power or authority) by no later than 10:00 a.m. (BST) on 16 April 2025 (or if the AGM is adjourned, 72 hours before the time fixed for the adjourned AGM, excluding any UK non-working days).

MUFG Corporate Markets Trustees (Nominees) Limited will appoint the chair of the meeting as its proxy to cast your votes. The appointed proxy may also vote or abstain from voting as they think fit on any other business (including amendments to resolutions) which may properly come before the meeting.

If you wish to attend, and/or vote at the AGM, or appoint someone else to attend the AGM and vote on your behalf, you must confirm this to MUFG Corporate Markets by email to Nominee.Enquiries@cm.mpms.mufg.com or in writing by contacting MUFG Corporate Markets, 29 Wellington Street, Leeds, LS1 4DL by no later than 10:00 a.m. (BST) on 16 April 2025 (or if the AGM is adjourned, 72 hours before the time fixed for the adjourned AGM, excluding any UK non-working days).

1. To be valid an appointment of proxy must be returned by one of the following methods:

IMPORTANT: In any case your electronic proxy instructions or Form of Proxy must be received by the Company's Registrars, MUFG Corporate Markets, PXS1, Central Square, 29 Wellington Street, Leeds LS1 4DL, no later than 10:00 a.m. (BST) on 17 April 2025 or, in the case of a poll taken subsequent to the date of the Annual General Meeting, or any adjourned meeting, not less than 24 hours before the time appointed for the taking of the poll which is taken more than 48 hours after the day of the Annual General Meeting or adjourned meeting.

• 1. For shareholders who have opted to receive a hard copy Form of Proxy intending to appoint more than one proxy, the Forms of Proxy should be returned in the same envelope and each should indicate that it is one of multiple appointments being made. If you return more than one proxy appointment, either by paper or electronic communication, the appointment received last by the Company's Registrar before the last time for the receipt of proxies will take precedence.
• 1. Completion and submission of the Form of Proxy or electronic proxy instruction (including any CREST proxy instruction as described in note 10 below, any Proxymity instruction as described in note 11 below or any VOTE+ instruction as described in note 12 below) by a shareholder will not prevent them from attending the meeting and voting at the meeting in person, in which case any votes cast by the proxy will be excluded.
• 1. In the case of joint holders, the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of any other joint holders. For these purposes, seniority shall be determined by the order in which the names stand in the shareholders' register in respect of the joint holding.
• 1. A "vote withheld" option has been included on the Form of Proxy. The legal effect of choosing the vote withheld option on any resolution is that the shareholder concerned will be treated as not having voted on the relevant resolution. The number of withheld votes will, however, be counted and recorded, but disregarded in calculating the number of votes for or against each resolution.
• 1. CREST members who wish to appoint one or more proxies through the CREST system may do so by using the procedures described in the "CREST voting service" section of the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed one or more voting service providers, should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or a proxy instruction made using the CREST voting service to be valid, the appropriate CREST message (a "CREST proxy appointment instruction") must be properly authenticated in accordance with the specifications of CREST's operator, Euroclear UK & International Limited ("Euroclear"), and must contain all the relevant information required by the CREST Manual. To be valid, the message (regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy) must be transmitted so as to be received by MUFG Corporate Markets (ID RA10), as the Company's "issuer's agent", by 10:00 a.m. (BST) on 17 April 2025. After this time any change of instruction to a proxy appointed through the CREST system should be communicated to the appointee through other means. The time of the message's receipt will be taken to be when (as determined by the timestamp applied by the CREST Applications Host) the issuer's agent is first able to retrieve it by enquiry through the CREST system in the prescribed manner. Euroclear does not make available special procedures in the CREST system for transmitting any particular message. Normal system timings and limitations apply in relation to the input of CREST proxy appointment instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or a CREST sponsored member or has appointed any voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)), such action as is necessary to ensure that a message is transmitted by means of the CREST system by any particular time. CREST members and, where applicable, their CREST sponsors or voting service providers should take into account the provisions of the CREST Manual concerning timings as well as its section on "Practical limitations of the system". In certain circumstances the Company may, in accordance with the Uncertificated Securities Regulations 2006 or the CREST Manual, treat a CREST proxy appointment instruction as invalid.
• 1. Proxymity Voting if you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 10:00 a.m. (BST) on 17 April 2025 in order to be considered valid or, if the meeting is adjourned, by the time which is 48 hours before the time of the adjourned meeting. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked by sending an authenticated message via the platform instructing the removal of your proxy vote.

12.VOTE+ is a free app for smartphone and tablet provided by MUFG Corporate Markets (the Company's registrar). It offers shareholders the option to submit a proxy appointment quickly and easily online, as well as real-time access to their shareholding records. The app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code below.

• 13.Unless otherwise indicated on the Form of Proxy, CREST voting, Proxymity, VOTE+ or any other electronic voting channel instruction, the proxy will vote as they think fit or, at their discretion, withhold from voting.
• 1. Shareholders, proxies and authorised representatives will be required to provide their names and addresses for verification against the register of members and proxy appointments received by the Company before entering the meeting. Each authorised representative must produce proof of his or her appointment, in the form of the actual appointment or a certified copy.

Issued share capital and total voting rights

15.As at the close of business (BST) on 12 March 2025, which is the latest practicable date before publication of this document, the Company's issued share capital comprised 639,307,125 ordinary shares of €0.01 each. Each ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at that time was 639,307,125. The Company's website includes information on the number of shares and voting rights.

Website

1. A copy of this notice can be found at www.entaingroup.com.

Voting results

1. The AGM vote on the 18 resolutions set out in the AGM notice will be held by a poll, so all votes cast by shareholders will be counted. As soon as practicable following the meeting, the voting results will be released to the London Stock Exchange via a regulatory news service and published on the Company's corporate website www.entaingroup.com.

Documents available for inspection

18.A copy of the New Articles will be available for inspection at the meeting venue for at least 15 minutes prior to the start of the meeting until the end of the meeting, together with a copy of the existing Articles of Association marked to show the changes being proposed in Resolution 18, which are also available for inspection on the National Storage Mechanism at https://data. fca.org.uk/#/nsm/nationalstoragemechanism.

Electronic addresses

19.You may not use any electronic address provided in either this document or any related documents to communicate with the Company for any purposes other than those expressly stated.

Appendix 1 – Explanatory Notes to the AGM Resolutions

The notes on the following pages explain the proposed resolutions.

Resolutions 1 to 14 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 15 to 18 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three quarters of the votes cast must be in favour of the resolution.

Resolution 1 – To receive the Company's 2024 annual report and audited accounts (ordinary resolution)

The Directors must present the annual accounts, the strategic report, the Directors' report and the auditor's report to shareholders at the AGM.

Resolution 2 – To approve the Directors' Remuneration Report for the year ended 31 December 2024 (ordinary resolution)

The Directors' Remuneration Report which is set out on pages 118 to 141 of the Company's annual report and accounts, gives details of the Directors' remuneration for the year ended 31 December 2024 and sets out the way in which the Company implements its policy on Directors' remuneration. The Company's auditor, KPMG LLP, has audited those parts of the Directors' Remuneration Report capable of being audited and KPMG's report may be found on page 145 of the annual report and accounts.

The vote on the Directors' Remuneration Report is advisory in nature and will be in respect of the overall remuneration packages generally and will not be specific to individual levels of remuneration. The Directors' remuneration policy was approved by shareholders at the AGM on 25 April 2023 for a period of up to three years and is, therefore, not required to be put to shareholders for approval at this year's AGM. It will be put to shareholders for approval again by no later than the AGM in 2026. A copy of the Directors' remuneration policy can be found on the Company's website at www.entaingroup.com.

Resolutions 3 and 4 – The re-appointment and remuneration of the auditor (ordinary resolutions)

The Company is required to re-appoint the auditor at each annual general meeting at which its audited accounts and reports are presented to shareholders. Accordingly, following a recommendation by the Audit Committee, the Board now proposes that KPMG LLP is re-appointed by the Company's shareholders as auditor for the financial year ending 31 December 2025. Resolution 4 authorises the Audit Committee to determine the auditor's remuneration.

As part of its assessment of audit effectiveness, the Audit Committee considered reports from the external auditor and management on the audit process and quality procedures. The review concluded that the external audit process continued to be effective and matters highlighted for improvement will be taken forward accordingly during the year.

Resolutions 5 to 13 – Election and re-election of the Directors (ordinary resolutions)

Since the last Annual General Meeting, Helen Ashton has been appointed to the Company's Board. Under the Articles of Association, any person who has been appointed as a Director by the Board since the date of the Company's last annual general meeting and continues in post as at the date of the annual general meeting is required to retire from office at the annual general meeting following his or her appointment. Consequently, Helen Ashton will retire from office at the AGM and intends to stand for election by the Company's shareholders.

In accordance with the provisions of the Articles of Association, the Board has determined that each of the other Directors shall also retire from office at the AGM and each intends to stand for re-election by the Company's shareholders. As announced on 21 March 2025, Ronald Kramer is not standing for re-election at the AGM and will step down from the Board on 23 April 2025.

The People & Governance Committee has recently reviewed these re-election proposals formally and, based on experience, performance, skills and commitment demonstrated, has recommended to the Board that each Director be proposed to the shareholders for re-election.

The Board has considered and agrees with this recommendation. The Board considers that each Director proposed for re-election continues to make an effective and valuable contribution and demonstrates commitment to the role. The Board is content that each independent Non-Executive Director offering themselves for re-election is independent in character and there are no relationships or circumstances likely to affect their judgement. Ricky Sandler, despite being a Non-Executive Director, has been deemed not to be independent due to his role as Chief Executive Officer and Chief Investment Officer of Eminence Capital LP, a shareholder of the Company.

As at the date of this document female representation on the Board is at 40.0% aligning with the target set by the FTSE Women Leaders Review (the successor to the Hampton-Alexander Review) and the board diversity targets outlined in the Listing Rules. Entain is compliant with the Parker review's target for at least one Board member to be from an ethnic minority background.

The biographies for each Director are set out in Appendix 2 to this document.

Resolution 14 – Power of Directors to allot shares (ordinary resolution)

The Directors' current authority to allot shares or grant rights over shares expires at the conclusion of the 2025 Annual General Meeting. It is therefore proposed to renew this allotment authority within the limits prescribed by The Investment Association. The Investment Association's most recent Share Capital Management Guidelines published in February 2023 (the "IA Guidelines 2023") on authority to allot shares state that its members will permit, and treat as routine, resolutions seeking to allot shares representing approximately twothirds of the number of ordinary shares in issue, of which any authority to allot shares representing in excess of one-third of the number of ordinary shares in issue should only be used to allot shares pursuant to a fully pre-emptive offer.

Accordingly, the authority in Resolution 14, paragraph (a) will allow the Directors to allot shares in the capital of the Company or grant rights to subscribe for, or convert any security into, shares in any circumstances up to a maximum aggregate nominal value of €2,131,023 representing approximately one-third of the Company's issued ordinary share capital as calculated as at 12 March 2025 (being the latest practicable date prior to publication of this document).

The authority in Resolution 14, paragraph (b) will allow the Directors to allot shares or grant rights to subscribe for, or convert any security into, shares up to a further maximum aggregate nominal value of €2,131,023, representing approximately one-third of the Company's issued share capital as calculated as at 12 March 2025 (being the latest practicable date prior to the publication of this document), but only in connection with a fully pre-emptive offer. The authority proposed under Resolution 14 will expire at the close of business on 23 July 2026 or, if earlier, at the conclusion of the 2026 Annual General Meeting. The Directors have no present intention of exercising this authority, however, it is considered prudent to maintain the flexibility that this authority provides.

The Directors intend to renew this authority annually. As at 12 March 2025, the Company did not hold any shares in treasury.

Resolutions 15 and 16 – Disapplication of pre-emption rights (special resolutions)

Under the Articles of Association, when new shares are proposed to be issued for cash, other than in connection with an employee share option plan, they must first be offered to existing shareholders pro-rata to their holdings. There may be occasions, however, when it is in the Company's interests for the Directors to have the flexibility to finance business opportunities by the issue of shares for cash without a fully pre-emptive offer to the Company's existing shareholders and this can be done if the shareholders have first given a limited waiver of their pre-emption rights.

Resolutions 15 and 16 ask shareholders to grant this limited waiver. The resolutions will be proposed as special resolutions.

Resolution 15 contains a two-part waiver. The first part is limited to the allotment of shares for cash on a pre-emptive basis to allow the Directors to make appropriate exclusions and other arrangements to resolve legal or practical problems which, for example, might arise in relation to overseas shareholders. The second part is limited to the allotment of shares for cash up to an aggregate nominal value of €319,653 representing approximately 5% of the Company's issued share capital as at 12 March 2025 (being the latest practicable date prior to publication of this document).

The waiver granted by Resolution 16 is in addition to the waiver granted by Resolution 15. If this resolution is passed by shareholders, it will afford the Directors an additional power to allot and issue shares for cash on a non-pre-emptive basis up to a further maximum nominal amount of €319,653, representing approximately 5% of the Company's issued share capital (as at 12 March 2025, being the latest practicable date prior to publication of this document). This waiver may only be used for an allotment of shares for cash for the purposes of financing (or refinancing, if the waiver is used within twelve months of the original transaction) a transaction which the Directors determine to be an acquisition or specified capital investment by the Statement of Principles on Disapplying Pre-Emption Rights published by the Pre-Emption Group in November 2022 (the "Pre-Emption Group Principles"). The Board has noted the increased disapplication authority limits permitted by the Pre-Emption Group Principles but has opted to retain the maximum levels allowable under the 2015 Statement of Principles at this time. This will be reviewed annually.

These disapplication authorities align with institutional shareholder guidance, and in particular, with the Pre-Emption Group Principles and the IA Guidelines 2023. The Directors confirm that they intend to follow the shareholder protections in Part 2B of the Pre-emption Group Principles.

The powers conferred by these resolutions will expire at the close of business on 23 July 2026 or, if earlier, at the conclusion of the 2026 Annual General Meeting. The Directors currently have no immediate plans to make use of these powers.

Resolution 17 – Authority to purchase own shares (special resolution)

In certain circumstances, it may be advantageous for the Company to purchase its own shares and Resolution 17 seeks authority from the shareholders to do so. The resolution specifies the maximum number of shares that may be acquired, which is 63,930,712 shares, representing approximately 10% of the Company's issued share capital as at 12 March 2025 (being the latest practicable date prior to publication of this document). The resolution also sets out the maximum and minimum prices at which the shares may be bought. The Directors will only exercise the authority to purchase shares where they consider that such purchases would be likely to promote the success of the Company for the benefit of its shareholders as a whole and would result in an increase in earnings per share. Any decision to purchase shares will be subject to prevailing market conditions, other investment opportunities, appropriate gearing levels and the overall financial position of the Company. Any purchases would be made through the London Stock Exchange and trading venues where the shares are traded and purchased shares would either be cancelled (in which case the number of shares in issue would thereby be reduced) or, alternatively, held as treasury shares depending on which course of action is considered by the Directors to be in the best interests of the shareholders at that time. If repurchased shares are held in treasury the number held will not at any time exceed 10% of the Company's issued share capital in line with the IA Guidelines 2023. The Directors do not currently have any intention of exercising the authority granted by this resolution. The authority would lapse at the close of business on 23 July 2026 or, if earlier, at the conclusion of the 2026 Annual General Meeting. Should the Board decide to purchase some of the Company's own shares, existing rights to subscribe for shares would represent a marginally increased proportion of the current issued share capital. Details are as follows:

• The total number of Ordinary Shares that may be issued on the exercise of outstanding options and the vesting of conditional rights over shares as at 12 March 2025 is 4,568,892, which represents approximately 0.71% of the issued share capital at that date. As at 12 March 2025 there were no warrants over Ordinary Shares outstanding.

• If the Company were to purchase shares up to the maximum permitted by this Resolution 17 and the existing authority to purchase shares obtained at last year's Annual General Meeting (which expires at the end of this year's meeting), the proportion of Ordinary Shares subject to outstanding options would represent approximately 0.79% of the issued share capital.

Resolution 18 – Adoption of new Articles of Association (special resolution)

It is proposed in Resolution 18 to adopt new articles of association (the "New Articles") in order to update the existing Articles of Association, as summarised below:

Directors' fees – it is proposed that the cap on the aggregate amount of fees which may be paid to Directors be increased from £1,600,000 to £2,000,000 per annum.

Miscellaneous amendments – additional changes are proposed to reflect updates in law and practice, enhance flexibility in the Company's administration, improve communication with shareholders, and revise provisions concerning untraceable shareholders and unpaid dividends. A copy of the New Articles will be available for inspection at the meeting venue for at least 15 minutes prior to the start of the meeting until the end of the meeting, together with a copy of the existing Articles of Association marked to show the changes being proposed in Resolution 18, which are also available for inspection on the National Storage Mechanism at https://data.fca.org.uk/#/nsm/ nationalstoragemechanism.

Appendix 2 – Director Biographies

Pierre Bouchut: Interim Non-Executive Chair

Tenure: Appointed to the Board in September 2018 and became Senior Independent Director in December 2023. Appointed as Interim Non-Executive Chair in February 2025.

External appointments: Non-Executive Director and Chair of the Audit Committee at GeoPost SA, a Non-Executive Director of Rina Estate Italia SRL and a member of the Supervisory Board of De Bijenkorf.

Pierre was the Chief Operating Officer for Europe at Koninklijke Aholddelhaize N.V. (2016-2018), Chief Financial Officer at Delhaize Group Belgium (2012-2016), Carrefour SA (2009-2012), Schneider Electric Group (2005-2009) and CEO of Casino Group (1995-2003). He has been a Non-Executive Director of Hammerson plc (2015-2021) and Firmenich SA (where he was also Chair of the Audit Committee) (2016-2023). Until it was acquired by KKR in 2022, he was the Reference Board member and Chair of the Audit Committee at Albioma SA. He was a Non-Executive Director and Chair of the Audit Committee at Pepco Group (2021-2024) and a Non-Executive Director and Chair of Profi Rom Food SRL (2023-2024). He has worked for Citibank, Bankers Trust and as a consultant with McKinsey.

Reasons for re-election: Pierre has had a long career in senior executive and non-executive roles across finance, retail, logistics, information systems and property. His familiarity with the management of large, internationally listed companies gives him an extensive understanding of regulation, accounting standards and strategy, complementing his deep knowledge of corporate governance and audit committee practice.

Helen Ashton: Independent Non-Executive Director, Chair of the Audit Committee, member of the Capital Allocation Committee and member of the Remuneration Committee

Tenure: Appointed July 2024.

External appointments: Non-Executive Director, Audit Committee Chair and member of the Nomination Committee and Remuneration Committee of JD Sports Fashion plc.

Helen has over 30 years of experience of working in public and private equity-backed businesses and has extensive, recent and relevant financial experience being a qualified Chartered Management Accountant. She was formerly the CFO of ASOS plc and has held executive level roles in ASDA, Barclays and Lloyds Banking Group.

Reasons for election: Helen brings broad global business and financial services experience with extensive knowledge of high growth digital and retail businesses. Her background in finance makes her suited to chair Entain's Audit Committee and to act as its financial expert.

Amanda Brown: Independent Non-Executive Director, Chair of the Remuneration Committee and member of the People & Governance Committee

Tenure: Appointed November 2023.

External appointments: Non-Executive Director and Chair of the Remuneration Committee of Mitchells & Butlers plc and a Non-Executive Director and Chair of the Remuneration Committee of Manchester Airport Group.

Amanda is an experienced senior executive with a background in consumer facing organisations and financial services. She served as Chief Human Resources Officer of Hiscox during a period of significant growth and transformation for the organisation and she has also held executive roles within Whitbread Group, PepsiCo and Mars Inc. Amanda was a Non-Executive Director and Chair of the Remuneration Committee of Micro Focus International Limited, a multinational software and information technology business, before stepping down when the business was sold in 2023.

Reasons for re-election: Amanda brings a wealth of experience in human resources, remuneration strategy and managing organisations through significant change. Amanda has relevant consumer-facing experience.

Stella David: Interim Chief Executive Officer

Tenure: Appointed to the Board in March 2021 and held the role of Interim Chief Executive Officer from December 2023 until she became Chair of the Board in September 2024. Appointed as Interim Chief Executive Officer in February 2025.

External appointments: Chair of the Board of Norwegian Cruise Line Holdings Ltd and Non-Executive Director of the privately-owned Bacardi Ltd.

Stella was previously CEO of William Grant & Sons, following more than 15 years with Bacardi Ltd. She was Chair of C&J Clark Ltd (having previously acted as Interim Chief Executive Officer), Non-Executive Director and Senior Independent Director of Homeserve plc and Non-Executive Director and Remuneration Committee Chair at the Nationwide Building Society. Stella stepped down as a Non-Executive Director and Remuneration Committee Chair of Domino's Pizza Group plc and as Non-Executive Chair of the privately-owned Vue International following her appointment as Interim Chief Executive Officer of Entain plc in December 2023.

Reasons for re-election: Stella is an intensely commercial leader with a long track record of success across multiple industries. She brings lengthy experience in management, consumer and regulatory environments, and marketing to the Board. Her nonexecutive roles in listed and privately owned companies give her a deep understanding of shareholder views and best practice standards of corporate governance as well as enhancing the Board's ability to support and oversee the delivery of Entain's strategy.

Virginia McDowell: Independent Non-Executive Director, Designated Workforce Director, member of the People & Governance Committee, member of the Remuneration Committee and member of the Sustainability & Compliance Committee

Tenure: Appointed June 2018.

External appointments: Advisory Board Member of Global Gaming Women, a non-profit organisation with a mission to support, inspire and influence the development of women in the gaming industry through education and mentoring, a trustee of St Louis University, and a Board Member at New Roots Empower, an organisation building a safe network for young women to enter the music industry.

Virginia was the President and CEO of Isle of Capri Casinos, Inc. in the United States from 2011 until her retirement in 2016, and the President and COO of Isle of Capri (2007-2011). Prior to this she was the Chief Information Officer at Trump Entertainment Resorts (2005- 2007) and Senior Vice President of Operations. Virginia was the first woman to be inducted into the Mississippi Gaming Hall of Fame and in 2022 she was inducted into the American Gaming Association's Hall of Fame.

Reasons for re-election: Virginia's 40-year career and accomplishments in the gaming sector have been recognised by a number of prestigious awards. Virginia has actively engaged with our stakeholders in her role as Designated Workforce Director. Throughout her career she has maintained a tireless focus on developing the next generation of women leaders in the gaming industry and this understanding of the diversity and regulatory challenges of the sector has greatly assisted the Board and the Sustainability & Compliance Committee.

Ricky Sandler: Non-Executive Director, member of the Capital Allocation Committee and member of the People & Governance Committee

Tenure: Appointed January 2024.

External appointments: Chief Executive Officer and Chief Investment Officer of Eminence Capital, LP.

Ricky founded Eminence Capital in 1999. Eminence is a USD7.2 billion global investment management organisation investing client capital across global financial markets. As Chief Executive Officer and Chief Investment Officer of Eminence, Ricky is responsible for setting the firm's strategic direction as well as directly managing its 19-person investment team and diversified investment portfolio. Prior to launching Eminence, Ricky was co-founder and co-general partner of Fusion Capital Management, a firm that managed a long/short hedge fund focused on global equity securities. Prior to that he was a research analyst at Mark Asset Management, where he began his investing career in 1991. Ricky received a BBA in Accounting and Finance graduating with honours from the University of Wisconsin.

Reasons for re-election: Ricky brings over 30 years of experience in analysing and investing in public companies with a wealth of perspective on ways to maximise long-term shareholder value and institute strong corporate governance oversight at the board level. In connection with his appointment, the Company, Eminence Capital and Ricky Sandler have entered into a relationship agreement, including customary governance, standstill and voting provisions. A summary of the main terms of the agreement is available on the Company's website.

David Satz: Independent Non-Executive Director, Senior Independent Director, Chair of the Sustainability & Compliance Committee and member of the Audit Committee

Tenure: Appointed October 2020.

External appointments: Member of the board of a commercial gaming and hospitality entity established by the Eastern Band of Cherokee Indians (EBCI) and a member of the board of Dreamscape Entertainment Integrated Resorts, Inc.

David was senior vice president of Government Relations and Development for Caesars Entertainment Corporation in Las Vegas, where he worked from 2002 to 2019 and had responsibility for overseeing Caesars' government activities for more than 52 properties in 15 states in the US and several other countries around the world. Prior to this he spent 16 years at the US law firm Saiber Schlesinger Satz Goldstein LLC, where he had a particular focus on the gaming industry and played a key role in numerous regulatory and legislative initiatives throughout the US.

Reasons for re-election: David brings to the Board an exceptional perspective on the US gaming sector as well as expertise in gaming regulatory law and policy as it impacts the Group worldwide. His extensive career in regulation and legislation has allowed the Board to benefit from his insight and knowledge as Entain seeks to execute its strategy of being the leading US operator through its BetMGM joint venture. His regulatory experience has also provided insight into the many regulatory, responsible gaming and compliance issues that the Group faces.

Rahul Welde: Independent Non-Executive Director, member of the Audit Committee, member of the People & Governance Committee and member of the Remuneration Committee

Tenure: Appointed July 2022.

External appointments: Non-Executive Director of Pantheon International Plc. Chair of the Advisory Board of Migrant Leaders, a UK charity.

Rahul spent over 30 years working with Unilever PLC, most recently in a global role as the Executive Vice President of Global Digital Transformation, building capabilities across the digital spectrum, including new business models, innovation, partnerships, processes and training. Previously, Rahul was Unilever's Regional VP Media for Asia, Africa, Middle East, Turkey and Russia. Throughout his career he has worked in a diverse range of roles across functions and categories. He has been active in industry bodies, including as the Regional Vice President for The World Federation of Advertisers and chairman of the Mobile Marketing Association, Asia.

Reasons for re-election: Rahul brings a lifetime career of knowledge from the global fast-moving consumer goods sector. He has proven experience of leveraging digital technologies for the benefit of business. Rahul has deep expertise in media and marketing as well as in digital and transformation, leading large change programmes encompassing technology, processes and people.

Rob Wood: Chief Financial Officer and Deputy CEO

Tenure: Appointed to the Board as Chief Financial Officer in March 2019; the role of Deputy CEO was added to his portfolio in January 2021.

Rob joined Entain in 2012 and worked in senior roles within finance, including as CFO of the Group's retail business. Prior to Entain, he was Senior Vice President at Cerberus Capital, overseeing the private equity firm's European portfolio companies and worked in restructuring advisory at Rothschild. Rob started his career at KPMG where he qualified as a chartered accountant and holds a degree in Mathematics and Management Studies from the University of Nottingham.

Reasons for re-election: Rob's financial expertise and deep knowledge of Entain's business make him uniquely placed to manage his wide-ranging portfolio as Chief Financial Officer and Deputy CEO, providing insight to the Board on commercial, financial and operational issues.