Transforming Game Our Annual Report 2023

Refreshed corporate strategy, focusing on three strategic objectives (Drive Organic Growth; Expand online margins; Empower growth in US) to deliver value for our shareholders as the next phase of our transformation. Further expansion into regulated markets with leading market positions; expansion into Poland with acquisition of STS Holdings and partnership with TAB NZ providing unique access to New Zealand sports betting market. Enhancement of in-house content and capabilities with acquisition of 365Scores and Angstrom Sports. Strong performance of BetMGM boosted by product and tech enhancements including Single Account Single Wallet in 27 markets. Only global operator with 100% revenue from regulated or regulating markets. Launch of new sustainability strategy including an updated regulatory and safer gaming charter.

Strategic and Operational Highlights

Group Revenue £4.8bn (+11% vs 2022: £4.3bn)
Online Net Gaming Revenue £3.4bn (+12% vs 2022: £3.1bn)
BetMGM Net Gaming Revenue ¹ $2.0bn (+36% vs 2022: $1.4bn)
Group Underlying EBITDA ² £1,008m (+1% vs 2022: £993.0m)
Loss after Tax from Continuing Operations £879m (vs 2022: profit of £33m)
Adjusted Net Debt £3.3bn (3.3x vs 3.1x proforma) (2022: £2.8bn (2.8x))
Profit after Tax from Continuing Operations before Separately Disclosed Items £339m (vs 2022: £224m)
Adjusted Diluted EPS 44.2p (vs 2022: 60.5p)

01 Introduction
02 We are Entain
06 Investment proposition
08 Chairman’s introduction
12 Chief Executive’s Review
18 The industry in which we operate
20 How we create value
23 Our strategic framework
38 Regulatory update
40 Sustainability
42 ESG Governance
44 Safer betting and gaming
46 Secure and trusted platform
48 Working environment
50 Positively impact our communities
53 ESG KPIs
56 TCFD Statement
64 Engaging with stakeholders
68 Chief Financial Officer’s Review
79 ERM and Principal Risks
87 Viability Statement
88 Chairman’s Governance Overview
89 Board of Directors
92 Governance framework
98 Board Activities during 2023
101 People & Governance Committee Report
104 Audit Committee Report
110 Sustainability & Compliance Committee Report
113 Directors’ Remuneration Report
138 Directors’ Report
141 Independent Auditor’s Report
160 Consolidated income statement
161 Consolidated statement of comprehensive income
162 Consolidated balance sheet
163 Consolidated statement of changes in equity
164 Consolidated statement of cash flows
165 Notes to the consolidated financial statements
215 Company income statement
216 Company balance sheet
217 Company statement of changes in equity
218 Notes to the Company financial statements
223 Glossary
224 Shareholder information
225 Corporate information

¹ Represents NGR from 100% of BetMGM.
² Underlying EBITDA is earnings before interest, tax, depreciation and amortisation, share based payments and share of JV income. EBITDA is stated pre-separately disclosed items.

Entain plc Annual Report 2023 1

Overview

8 Strategic report
88 Governance
140 Financial statements

At Entain, we’re on a mission to provide our customers around the world with the most entertaining experiences, supported by market leading player protection across betting & gaming.

Entain plc Annual Report 2023 01

Entain plc Annual Report 2023 1

Overview

8 Strategic report
88 Governance
140 Financial statements

We are Entain

Betting and gaming is in our DNA. It’s the purple thread that drives our evolution, our people, and our purpose. We’re the brands our players hold in their hands – and heart.

Our Values

This year, we powered up our people with a new set of values and behaviours. These new values form the cornerstones of our culture, unlock the highest performance of our teams and lay the foundations for creating incredible experiences for our customers. Our new values mean we’re all looking towards the same future.

At Entain, we:

Do What’s Right: We put our customers first and play a leading part in protecting our players. We are creating a work environment where everyone can be themselves, and act with integrity all the time. To do what’s right we must keep ourselves honest so our people should never be afraid to speak out if something feels wrong.
Keep it Simple: We make things easy for our customers by focusing on them and their needs. We’re clear on our goals and who’s accountable for what, so we all know what success looks like. We remove complexity wherever we find it, because we all perform better that way.
Go Beyond: We stay curious. We need to learn from our successes AND from setbacks to push forward. We surround ourselves with the best people and we put in the effort needed to turn ambitions into reality. We embrace change because that’s when progress happens.
Win Together: We have a shared vision for Entain. We collaborate, break down barriers and share ideas for the greater good. We never forget that we’re on the same side, so we treat everyone the way we want to be treated. We’re inspired by our teammates. We celebrate their success, because when they win, we all win together.

We only operate in regulated or regulating betting and gaming markets, which means we’re focused on delivering a secure and trusted betting and gaming business for our stakeholders. Now, we operate in over 30 markets, with leadership positions in the five largest regulated markets and two fastest growing – US and Brazil. And, through our global scale and household names, we’re focused on leveraging our skills, talent and capabilities to elevate our technology and data insights to create products and experiences like no other.

Entain, Today:

Global & Diversified portfolio
Leadership positions
Customer Focused
High Quality Revenue & Growth
Largest sports betting & gaming platform
Leading Responsible Operator

Metric	Value
Licences	130+ across >40 territories
Territories Worldwide	40
Currencies Accepted	42
Languages Offered	33

02 Entain plc Annual Report 2023

Overview

1 Strategic report
88 Governance
140 Financial statements

Our Commitment to Sustainability

This year, we introduced our new Sustainability strategy. A strategy that makes a real positive impact in the communities in which we work and play, one that builds trust with wider society, and ensures we are a leader in player protection. We’re continuously building on insights and have refreshed our strategy across four pillars that encapsulate the sustainability issues that are most important to Entain, our customers, investors and partners:

Be a leader in player protection: Player safety is a fundamental building block of our business and we are proud to play a leading role across our markets.
Provide a secure and trusted platform: We lead on integrity in everything that we do. From having the highest ethical standards, to only operating in regulated or regulating markets, to having an aim of gold standard data protection, and cybersecurity.# Entain plc Annual Report 2023

1 Overview

8 Strategic report

88 Governance

140 Financial statements

We are Entain

Our timeline of transformation

2016
* February – GVC acquisition of bwin.party
* July – GVC admitted to LSE Main Market

2017

2018
* February – Barry Gibson appointed Group’s Non- executive Chairman.
* March – GVC and Ladbrokes Coral Group completed, creating one of the largest listed online gaming businesses in the world
* July – Created BetMGM, 50/50 Joint Venture with MGM Resort
* July – Shay Segev appointed as CEO, succeeding Kenneth Alexander.
* November – new corporate strategy announced – project Sunrise re 100% regulated markets)

2019

2020
* December – GVC Holdings renamed Entain plc
* Business alignment to 100% regulated markets
* Growth through transformative acquisitions

2021
* March – acquisition of Enlabs (Baltics)
* March – acquisition of Bet. pt (Portugal)
* July – acquired remaining 49% of Crystalbet
* September – acquisition of unikrn (esports and skill- based wagering)
* January – Jette Nygaard-Andersen appointed as CEO

2022
* January – acquisition of Klondaika (Latvia)
* February – acquisition of Avid Gaming/Sports Interaction (Canada)
* March – acquired Totolotek (Poland)
* November – acquisition of SuperSport (Croatia)
* August – formation of Entain CEE (venture with EMMA Capital, to create a strategic platform across CEE)

2023
* January – acquisition of BetCity (Netherlands)
* March – announced partnership with TAB NZ
* June – announced 365 Scores acquisition
* August – completed acquisition of STS
* October – completed acquisition of Angstrom Sports
* December – Jette Nygaard-Andersen resigns as CEO. Stella David becomes Interim CEO
* December – secured DPA to conclude HMRC investigation into legacy business
* November – new evolved 3-year plan: organic growth, margin expansion and US market share.
* January – accelerated exits from unregulated market
* June – equity raise
* Evolved strategy

Investment proposition

Entain is a leading consumer-focused business operating in the global betting and gaming industry which enjoys attractive dynamics and structural market growth. Our strong local brands supported by in-house technology and operational capabilities, enable leading positions in regulated markets. Execution of our focused strategic objectives of organic growth, margin expansion and US market share, will deliver sustainable long term value for our stakeholders.

Operates in large and growing markets
Diversiﬁed regulated operator
Attractive global industry dynamics
Structural market drivers
High-single-digit % growth across our markets
Portfolio optimised for growth and ROI
100% regulated or regulating markets
Diversiﬁed by geography, product & customer
Strong brands underpin leading market positions

Read more: pages 18-19
Read more: page 26-37

Focused execution of strategic targets

Superior ﬁnancial returns
Execution plan
Increased localisation driving engagement & retention
Disciplined capital allocation
A leader in player protection
Target revenue growth ahead of our markets
Operational leverage supports margin expansion
Strong operating cash ﬂow & balance sheet
Progressive dividend policy

Read more: pages 23-25
Read more: pages 68-77

Online NGR +12%(CC)
Dividend +17.8p
2022: 17p
BetMGM NGR +36%

Entain is a differentiated customer-focused business operating in a global industry with attractive growth dynamics. We are the most diversiﬁed, leader of scale in our sector, with superior growth embedded across our business, delivering proﬁtable and sustainable returns for our stakeholders.

Chairman’s introduction

J M Barry Gibson

Chairman

Entain plc Annual Report 2023

our positive contribution to corporate social responsibility.

Financial performance

During 2023, we delivered Total Group revenue growth of 14%, with Group Net Gaming Revenue (NGR), excluding our 50% share in BetMGM, growing 11%. However, this was down 2% on a proforma basis reﬂecting the operational and regulatory challenges the organic business faced. We delivered EBITDA of just over £1bn, despite sacriﬁcing proﬁts as we re-shaped the business to focus on regulated markets. Our balance sheet is robust and while leverage is above levels we would ideally like over the longer term, our balance sheet and available cash is healthy. As a result, we are continuing with our progressive dividend with a payment of approximately £113m for the year.

Deferred Prosecution agreement

December’s Deferred Prosecution Agreement with the Crown Prosecution Service was important in drawing a much- needed line under legacy GVC issues. Confronting these challenges was never going to be easy, but we can be proud of the positives – particularly the recognition of Entain’s extensive co-operation, the “wholesale changes” within our business and above all, the acknowledgement that “the company in its current form is effectively a different entity”. Those welcome comments on Entain and our transformation reﬂect our commitment to operate only in markets that are regulated or have a clear pathway to regulation. We are proud

We’ve made signiﬁcant strategic progress; lessons have been learned on operational implementation and we draw to a close a period overshadowed by the behaviours of a different era. Entain can now look forward conﬁdently as a global operator with a clear and sustainable strategy, supported by the hard work and commitment of our 31,000 colleagues.

This year the business has:

Delivered Total Group revenue growth of 14%, including our 50% share of BetMGM
Finalised a £585m Deferred Prosecution Agreement (DPA) to conclude the HMRC investigation into activities by the company’s legacy Turkish-facing business, which was sold in 2017.
Accelerated our exit from unregulated markets, delivering our commitment to only operate in regulated markets.
Expanded into new regulated markets, in particular Poland and New Zealand, whilst withdrawing from less attractive opportunities.
Reﬁned our operational strategy to streamline the business, grow revenues and improve margins, as well as invest behind our US business to drive market share gains.
Refocused our leadership under our Interim Chief Executive, Stella David, and added new expertise to our Board.
Led by example in our commitment to safer gambling and player protection and won recognition for

as a period of necessary, but ultimately positive, transition for Entain. We strengthened our revenue base, enhanced our Board, and delivered a satisfactory resolution to our previous regulatory issues.

Geographically, we embedded our footprint in Central and Eastern Europe in 2023 with Entain CEE’s acquisition of STS, the leading sports-betting operator in Poland. Following our acquisition of SuperSport in Croatia during 2022, STS further consolidates our position across the region, with a regulated betting market which is expected to continue to grow rapidly in the years ahead. Similarly, our 25-year partnership with TAB NZ, secured Entain’s position as the sole licensed operator with access to the very attractive New Zealand market. We also enhanced our technology and product capabilities in the US market with the acquisition of Angstrom Sports, which will provide an unrivalled experience for our customers in the U.S., the most important and fast-growing new regulated market in the world. Additionally, bringing 365scores, one of the world’s leading scores and sports media companies into our group, supports our ambitions of improving the customer experience and broadening our pathways to growing our customer audiences.

Driving operational focus

In our rapidly consolidating global industry, acquisitions have been important in cementing the strategy of our business and securing leading positions in attractive regulated markets.

Create the environment for everyone to do their best work: We attract a broad and diverse audience from the inside out. Positively impact our communities: We play our role in limiting global warming to no more than 1.5°C and we create a positive impact on our communities. Read more about our sustainability strategy and commitments in 2023 here.

Our commitment to the customer

Customers are the focus of everything we do.
Our purpose is to provide them with the most entertaining customer experience supported by market- leading player protection.
We will offer them exciting and trusted sports betting and gaming products and services.
Listen to and respond to customer needs.
Using our technology platform, we will continuously innovate to introduce new products and create a personalised and localised experience for each of our customers.

Category	2023
Online	71%
Retail	29%
Other	–

2023 NGR Split

Category	2023
Online	75%
Retail	25%
Other	–

2023 Underlying EBITDA Split

Metric	Value	Change	2022 Value
Online sports wagers	£13.7bn	-3%	£14.1bn
Retail sports wagers	£4.3bn	+12%	£3.9bn

Our commitment to the game

Our divisions
1. New opportunities and Corporate are excluded as they are negative.

Our leading brands# Entain plc Annual Report 2023

1 Overview

8 Strategic report

88 Governance

140 Financial statements

Chairman’s introduction

As we look forward, in November we revised our strategic targets, outlining our plans to drive organic growth expand our EBITDA margins to 28% by 2028 and deliver on our market share ambitions in the US. We cannot be complacent and must recognise that we have to deliver operational excellence on time, every time and our management are focused on delivering a stronger performance in the coming year. Looking forward we have many opportunities to improve our performance. Most importantly we must better leverage the benefits of our scale whilst being agile to fine tune our offering to customers and to respond to changing markets. In the US we’re more excited than ever about the prospects for BetMGM and are working with our partners in MGM to drive our market share to at least 20%. The recent introduction of a new single wallet capability, new apps and games are just the beginning of improvements we have been working hard to deliver and they are already demonstrating great improvements for our customers. of that commitment to deliver higher quality and more sustainable revenues in the future despite forgoing around £100 million of EBITDA from those 140 + unregulated markets that we have now exited. In our industry we must embrace regulation, it’s the right thing for our customers and it’s the right thing for our stakeholders. Good regulation, properly implemented and well enforced, is good for our business. It improves visibility and stability of earnings, and means that the most credible, respected and responsible operators can engage with customers. We work constructively with industry bodies and regulators around the globe to ensure that wherever we can we influence the development and implementation of better regulation and its application. We are continuing to cooperate fully with AUSTRAC in relation to their investigation into our Australian business, which commenced in September 2022 and remains ongoing. Over time the wider benefits of regulation will far outweigh the short-term financial cost of market exits. I’m confident that because of our strategic decisions, we are now firmly on the right road to deliver the enhanced value our shareholders and other stakeholders deserve and expect.

Strategic focus on regulated growth markets

Having gone through a period of re-focusing our portfolio, we are now the most diversified operator of scale in our sector working exclusively in regulated or regulating markets. While M&A activity will be much slower going forward as our focus shifts to organic growth, we made some key strategic transactions for the business in 2023.

10 Entain plc Annual Report 2023

Our newly formed capital allocation committee has begun reviewing Entain’s markets with the goal of maximizing shareholder value of the portfolio. This will help the company to effectively manage its balance sheet as well as be in a position to make further investments in growth opportunities.

Fresh perspectives and leadership

I’d like to thank Jette Nygaard-Andersen for her hard work leading the business for nearly three years. Having taken the reins amid the Covid pandemic, she set in place the foundations of our regulated markets strategy, executing our portfolio re-shaping and leading significant acquisitions as well as enhancing our management team. Jette offered leadership at a time of great change and challenge for our business. The conclusion of the HMRC investigation through the DPA and our revised strategy provided a natural transition point. The Board was pleased to be able to call on Stella David to take on the Chief Executive Officer role on an interim basis. Stella knows the business extremely well and as an experienced leader with a strong track record across many fields, she is well placed to drive operational delivery while we seek a permanent Chief Executive Officer – a process that is well advanced.

Alongside refreshed leadership, we have also brought fresh experience to the wider board. We welcomed Amanda Brown as a new Non-Executive Director and Remuneration Committee member in November. Amanda brings extensive commercial and Human resource experience to us. In January 2024 Ricky Sandler, the Chief Executive of our shareholder Eminence Capital, was also appointed to our Board and to our new Capital Allocation Committee. Ricky knows our business extremely well and his focus will be on generating value for all shareholders. Nobody has a monopoly on wisdom and as Chairman I believe Entain will benefit from the fresh perspectives and constructive challenge that both Ricky and Amanda bring. We anticipate further Non-Executive Director appointments over the coming weeks and recognise that we need to re-balance the board’s gender balance following recent changes. Pierre Bouchut has also become our Senior Independent Director and Virginia McDowell has been appointed as Chair of the Remuneration Committee. I am chairing the People and Governance Committee together with our new Capital Allocation Committee, which has a clear mandate to ensure a disciplined return on investment from the markets and products we choose to prioritise. Importantly it underlines our firm commitment to deliver shareholder value.

Safer gambling and community engagement

Even though Entain has seen much transition as a business this year, player protection remains vital. We continue to ensure we provide an environment that is as safe as possible for our customers. We care about our customers, and we want them to enjoy their experience, which is why we developed our Advanced Responsibility and Care programme to provide an invisible safety net. ARC has already delivered 1m proactive interactions, and protected 400k unique customers from harmful play. Amidst all the change, another thing that will never falter is our commitment to investment in people and making a positive contribution to the communities in which we operate, such as through our Entain Foundation.

The Entain Team

Sufﬁce to say any business as complex and geographically spread as ours has to rely on a committed team of highly talented individuals. During this last year we have beneﬁted from over 30,000 people working every day to deliver better service and results. On behalf of the Board, I would like to thank each and every one of our colleagues for the hard work, loyalty and enthusiasm they have shown.

Note 1. Underlying EBITDA is earnings before interest, tax, depreciation and amortisation, share based payments and share of JV income. EBITDA is stated pre- separately disclosed items.

“We must better leverage the benefits of our scale whilst being agile to fine tune our offering to customers and to respond to changing markets.”

11Entain plc Annual Report 2023

1 Overview

8 Strategic report

88 Governance

140 Financial statements

Chief Executive’s Review

Stella David

Interim Chief Executive Ofﬁcer

12 Entain plc Annual Report 2023

Dear Shareholder

Entain is a leading sports betting and gaming business, operating in a global industry with attractive dynamics and structural growth. We are only operating in regulated or regulating markets. Our strong brands, leading market positions and increasingly localised offering are supported by in-house technology and product capabilities. The Group’s strategy is focused on delivering the most entertaining customer experience supported by market-leading player protection to deliver quality growth and sustainable returns for our shareholders.

While 2023 presented many challenges and our performance in some of our markets was behind our expectations, overall we made good strategic progress. We re-shaped our geographic footprint enabling us to focus on leadership positions in regulated or regulating markets, broadened our customer engagement and continued to implement leading player safety measures. We also secured a conclusion to a material overhanging legacy issue.

Reﬂecting the signiﬁcant progress made in re-focusing our business, in November 2023 we revised our strategic ambitions, focusing on key objectives and priorities for the next three years that will drive shareholder value. One of these changes has been leadership. I have been on Entain’s board as Senior Independent Director since March 2021 and was honoured to accept the role of Interim CEO. Although my appointment is on an interim basis, the business will not be treading water. We have clear targets to deliver. I will focus on driving the execution of our revised strategic priorities until the appointment of a new, permanent, CEO.

Performance in 2023

During 2023, we achieved total revenue growth of 14%, including our 50% share in BetMGM, in spite of operational and regulatory challenges. We expanded into the regulated markets of Croatia, Poland and New Zealand as well as adding to our capabilities with the acquisitions of 365Scores and Angstrom. Entain’s operations now span over 30 regulated or regulating territories, with established brands supporting leading positions in many of our markets.

Regulation remains an over-arching factor in our industry and for the Group’s performance. Clear regulatory frameworks that are appropriate and well enforced, are positive for us and our customers. However, in the short term, they can create headwinds as significant changes are put in place and uneven implementation can occur ahead of consistent enforcement. During 2023, we managed regulatory change in a number of our larger markets, impacting headline organic performance. The most notable being our implementation of ever-tightening UK affordability measures and the persistent lack of impactful regulatory oversight in Germany.# Entain plc Annual Report 2023

1 Overview

8 Strategic report

88 Governance

140 Financial statements

Chief Executive’s Review

We estimate the aggregate of regulatory impacts was a negative 6ppt headwind to Online NGR performance in 2023. As a result, proforma 3 organic Online NGR was down 3%cc 2 versus the prior year, whilst proforma 3 Retail NGR grew 2%cc 2. Total Group NGR, including our 50% share of BetMGM was up 14% and up 2%cc 2 on a proforma 3 basis. We also continued to improve the sustainability of our business, ensuring more diversified, sustainable and ultimately higher quality earnings. We achieved another record level of active customers, with proforma 3 actives +10%, demonstrating the underlying strength in our core business as well as our broadening, more recreational customer base.

In the UK, Online NGR was down 6%, reflecting the ongoing digestion of regulatory changes. We estimate that we experienced a headwind of approximately c10ppt to our Online NGR growth. Unfortunately, this drag did not ease during H2 as we expected due to the imposition of further affordability measures. The iterative imposition of cumulative safer gambling measures throughout 2023 has resulted in overly complex journeys for our customers. We continue to believe that restrictions should be personal and appropriate for each customer, however, we must ensure the experience for our customers is smooth. In the short term we expect that the measures currently in place will continue to weigh on performance. However, we are encouraged that our industry and regulator are working together to agree a pragmatic framework for customer safer gambling checks. If implemented, as currently anticipated, these will provide a clear and consistent approach to player protection for customers across all operators in the UK.

Our focus remains firmly on acquisition and retention of customers to grow market share. In 2023 we grew UK online actives by +18% driven by continued customer engagement with exciting marketing campaigns, new product releases and wider offering enhancements. UK Retail NGR was up +2% on a LFL 4 basis with a good performance in both sports and gaming across both machines and OTC. Our strong performance is underpinned by our market leading retail offering reaching a broader demographic of customers supported by exclusive and in-house content coupled with digital in-shop experiences.

Our business in Italy continues to perform well, with online NGR up +3%cc 2 versus 2022. The underlying market growth remains strong and omni-channel operators continue to outperform. Despite increased competitive activity, Eurobet, bwin and GiocoDigitale grew actives +13% by leveraging our omni-channel proposition, brand strength and ongoing investment in our products. Retail NGR was up +16%cc 2 and the retail shop network remains invaluable to our omni-channel offering, with combined Online and Retail NGR +63%cc 2 versus pre-Covid levels.

Combined Online NGR in Australia and New Zealand was up 11%cc 2, although down -5%cc 2 on a proforma 3 basis. In Australia, whilst we experienced a softer market along with increased competition, our Ladbrokes and Neds brands continue to deliver unique content and engaging products. Entain Australia’s partnership with TAB NZ also provides a broader differentiated experience for sports betting customers in New Zealand as well as Australia, and we look forward to customers in New Zealand enjoying an enhanced experience as our offer migrates to Entain Australia’s technology platform in 2024.

Our NGR in Brazil was down 14%cc 2 year on year reflecting our disappointing operational execution in early 2023. We installed a new management team, taking swift action to realign customer acquisition channels, payment processing and product engagement, and are pleased to be seeing positive signs from the impact of these actions taken. As the Brazilian sports betting and gaming regulation progresses towards licencing during 2024 the market will remain intensely competitive. However, we remain excited for our Brazilian business and believe we are well positioned in this fast growing regulated market. Sportingbet remains a strong brand and we are focused on rebuilding market share growth, leveraging an improved app experience, product innovation, as well as our 365Scores acquisition supporting growth going forward.

Entain’s CEE business continues to perform strongly, maintaining its market leadership with the SuperSport brand in Croatia and expanding our presence across the CEE region with the acquisition of STS Holdings in Poland. Proforma 3 NGR was up 13%cc 2 for Online and 4%cc 2 for Retail on a constant currency basis. SuperSport proforma 3 Online NGR grew 29%cc2 benefiting from its leading omni-channel offering and its first to market cashout offering, whilst STS Online NGR was flat year on year, reflecting its sports only offering impacted by customer friendly sporting results in October offsetting prior growth.

Our Crystalbet brand remains the market leader in Georgia and continues to perform well. Online NGR grew +7%cc 2, reflecting the strength of our operations and brand, and sees us well positioned as the market digests increases in online gaming taxes and licence costs in 2024. Enlabs continues to perform well, with profoma NGR +3%cc 2 despite some markets in the Baltics and Nordics experiencing more challenging economic environments. Enlabs delivered +13% growth in active customers supported by localised offering of sports and gaming products.

In Germany, we continue to see the impact of new regulatory measures alongside limited regulatory enforcement. Despite some unregulated operator exits during 2023, the uneven operating landscape remains a significant challenge to licensed operators adhering to regulation. Our Online NGR for Germany declined year on year. However, our bwin brand continues to be strong and we remain positive on the German market’s long-term prospects, but regulatory enforcement is critical.

During 2023, we added further capabilities to evolve our offering and customer engagement further. Our acquisitions of 365Scores and Angstrom Sports enable us to expand our content, data and analytical capabilities, and ultimately enhance our customer’s experience. 365Scores is one of the world’s leading sports apps providing highly engaged sports fans real time action and results. Its access, content and data insights are a key part of how we are reinvigorating our offering in Brazil and addressing this exciting regulating growth opportunity. Arguably the most significant for our business, particularly for the US opportunity and BetMGM’s performance, was our acquisition of Angstrom Sports. Angstrom will provide next generation sports modelling, forecasting and data analytics. BetMGM is already seeing benefits from offering customers more betting markets and more accurate pricing. With this addition, Entain will become the only global operator with a full in-house suite of end-to-end analytics, risk and pricing capabilities for US sports betting products.

We are excited to build on BetMGM’s momentum and successes during 2023. Its performance inline with targets and achievement of H2 EBITDA profitability validates our business model and sees BetMGM in position to be self funded going forward. BetMGM is established as one of the leaders in the fast-growing, highly competitive US sports betting and iGaming market. In 2023, BetMGM continued delivering good growth, with NGR up 36% to $1.96 billion and achieved profitability over the latter three quarters of the year. Our products are available in 28 markets with a combined market share of 14%5 in sports betting and iGaming across the US. Aligned with our strategy, 2023 saw delivery of growth coupled with sustainability, ensuring more diversified, sustainable and ultimately higher quality earnings.”

operational leverage we can expand our EBITDA margins over time, creating better returns for our shareholders.

US Market Growth

– Our focus to drive our US performance remains a key strategic priority. BetMGM is established as one of the leaders in this fast growing highly competitive industry. Much of this success is underpinned by Entain technology and product capabilities, which have been significantly strengthened for our US proposition. Entain’s acquisition of Angstrom further accelerates this, particularly for our parlay and in-play products with Same Game Parlay (“SGP”), SGP+ and new LIVE SGP pricing models. Our strategic roadmap for 2024 sees BetMGM invest behind this strengthening and differentiated offering. BetMGM’s Big Game commercial campaign, as well as partnership with X, demonstrate the drive behind the brand to accelerate player acquisition and retention. BetMGM is the only top three operator with a licensed mobile app live in Nevada. This advantage will be amplified when BetMGM’s single account single wallet functionality receives licence approval in Nevada. Working closely with our co-parent, BetMGM will be able to unlock the power of MGM Resorts unique omni-channel advantages leveraging the Las Vegas visitor footfall as well as tentpole events for a deep and replenishing pool of players. We remain committed to empowering BetMGM as it continues to progress towards delivering c$500m of EBITDA in 2026.

Drive Organic Growth

– We are rebalancing our portfolio to prioritise growth and returns, exiting smaller markets where the timeframe for suitable returns is too long, such as Chile, Peru, Zambia and Kenya. In addition, we have closed our B2C operations of Unikrn and are focusing on delivering the Unikrn eSports offer through our existing sports betting and gaming brands.# Entain plc Annual Report 2023

Chief Executive’s Review

We are refocusing our operational execution on customer acquisition and retention, by reinvigorating our acquisition channels and accelerating technology and product delivery. In two of our markets, UK & Brazil we see significant opportunities to drive value through our commercial excellence programme, including, simplified and streamlined customer journeys, more effective marketing, improved app experience and products, especially in sports betting. Player protection remains embedded in our ambition to deliver the best experience for customers, however, our approach must evolve along with our offering, ensuring it is localised and appropriate for each market.

Margin Expansion – Having grown rapidly through M&A we now need to focus on simplifying our operations, removing duplication and enabling greater agility. Our efficiency programme, Project Romer, will not only improve ways of working for our teams, but will also unlock efficiencies through operational streamlining, functional integration and restructuring, as well as deliver net cost savings of £70m by 2025. Coupled with maximising our BetMGM also made fantastic progress against key strategic initiatives, solidifying the foundations for 2024 and beyond. As well as delivering substantial enhancements to our app features, design and speed, the seamless execution of SASW functionality across 21 states was the most significant upgrade to BetMGM’s customer experience. BetMGM players can now travel across these states, betting with the same account credentials and wallet. We have already seen improved retention KPIs, a 5x increase in new state bettors who had previously played with BetMGM in a different state, with multi-state customers now representing over 20% NGR. Together with our partner, MGM Resorts International, we look forward to unlocking this powerful differentiator for BetMGM customers in Nevada, with state regulator’s approval of our SASW functionality expected during 2024.

Revised strategic priorities

The Group has been transformed over the last four years since becoming Entain, delivering an improved sustainable business only operating in regulated or regulating markets. In November 2023 we updated our corporate strategy, focusing on three strategic objectives to deliver value for our shareholders as the next phase of our transformation:

Drive organic growth
Expand online margins
Empower growth in US

16 Entain plc Annual Report 2023

1 Overview
8 Strategic report
88 Governance
140 Financial statements

Chief Executive’s Review

Positively impact our communities – We were proud to be the first betting and gaming company to formally commit to a Net Zero target for carbon emissions with the Science-based Targets Initiative (SBTi). This reflects our ambition to lead the industry on decarbonisation, along with our commitment to reduce our absolute scope 1 and 2 (market-based) and material Scope 3 emissions by 42% by 2027 and 60% by 2030, from a 2020 base year. In 2023, our Net Zero Action Group developed our first net-zero strategy to help us achieve these ambitions. We also want to make a positive impact on our communities through the charitable work of the Entain Foundation. Our flagship Pitching In programme in the UK pioneers engagement between semi-professional football and local communities. Our funding of the Trident Community Foundation has helped to deliver over 100 initiatives to improve the lives of thousands of people across the country. Last year we also continued to partner with a range of charities, such as bringing access to technology with community-based technology hubs in partnership with ComputerAid as well as delivering support to under privileged communities in the US with the Charles Oakley Foundation.

Notes:

Awarded; EGR North America Socially Responsible Operator 2023, SBC Global and SBC LATAM Socially Responsible Operator of the Year, and Vixio Global Regulatory Award for Outstanding Contribution to Safer Gambling.
Growth on a constant currency basis is calculated by translating both current and prior year performance at the 2023 exchange rates.
Proforma references include all 2022 and 2023 acquisitions as if they had been part of the Group since 1 January 2022.
UK Retail LFL YoY NGR is calculated based on shops that traded for the full year in both 2023 and 2022
Market share for last three months ending November 2023 by GGR, including only US markets where BetMGM was active; internal estimates used where operator-specific results are unavailable.

At the start of 2024 we updated our regulatory and safer gaming charter based around four principles:

Only operate in regulated markets or in markets with a clear path to regulating
Committed to a constructive and progressive relationship with regulators
Always comply with in-market regulation
Take a market leading approach to player protection in each market we operate, developing and using tools to identify & limit customer harm

Provide a secure and trusted platform – We operate in a highly regulated sector where the highest ethical standards are critical in maintaining trust with our customers and wider society – from gold standard data protection, keeping crime out of betting and gaming, to eliminating poor working conditions in our supplier base. Through this strategy, our expectations of ourselves is to exceed these standards. We have a comprehensive training programme for all our colleagues across the Group and I am delighted with the completion rates. Governance oversight from the Board is key to ensuring robust execution and accountability across the business. Further details on these processes are set out in our Governance report on page 96.

Create an environment for everyone to do their best work – Ensuring we are able to attract a broad and diverse pool of the best talent is vital for our success. We aim to be an employer of choice with an inclusive and supportive culture, where talents from all backgrounds can flourish. Our Diversity, Equity and Inclusion (DE&I) strategy is built on establishing strong networks and having launched the Women@Entain and Pride@Entain groups in 2022, in 2023 we launched Black Professionals@ Entain, a new network designed to create a culture where black colleagues can thrive professionally and personally. As a technology based employer, we also recognise the importance of encouraging women to succeed in the sector. In 2023, Entain partnered with the McLaren F1 team on a returnship programme, providing unique opportunities for skilled women to resume their STEM careers. Over six months, 10 career returners worked at both Entain and McLaren in roles ranging from Data Analysts to Software Developers. The programme received accolades, including the Innovator of the Year at the Women in Gaming Diversity Awards.

Sustainability – A key enabler supporting our growth

In November 2023, we unveiled a refreshed sustainability charter. This updated charter was informed by a double materiality assessment we conducted throughout H1 2023, which identified how sustainability-related issues impact our business and how we impact the environment in which we operate. Our charter’s four pillar structure encapsulates the sustainability issues that are most important to Entain, our customers and partners:

Be a leader in player protection
Provide a secure and trusted platform
Create an environment for everyone to do their best work
Positively impact our communities

A leader in player protection – Our objective is to be a leader in player protection. In 2023, our safer gaming programme ARC™ (“Advanced Responsibility and Care”) was rolled out across 22 jurisdictions alongside the continuing optimisation of ARC™ features. This saw a significant increase in the volume of interactions and interventions with customers, with 6.1 million ARC™ interactions in 2023, up 121% versus 2022. In recognition of these efforts, during 2023 Entain won a number of responsible operator awards 1 including EGR, SBC and Vixio. Our new sustainability charter reiterates the importance of sustainability as an enabler to our overall corporate strategy.”

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Chief Executive’s Review

Year	Value
2012	£23.0bn
2011	£20.0bn
2013	£25.0bn
2014	£28.0bn
2015	£31.0bn
2016	£35.0bn
2017	£40.0bn
2018	£46.0bn
2019	£53.0bn

Source: H2GC (25/01/2024) – Global Online GGR (including offshore).

Global Online Growth

Entain’s Retail operations are in the UK, Italy, Belgium, Republic of Ireland (ROI), New Zealand and Croatia. The UK Retail market was estimated to be worth £7.2bn in 2023, an increase of 6% versus 2022, as operator investment in gaming cabinets and self-service betting terminals has broadened engagement with products such as in-play now being available through SBBI. The UK Retail market is highly consolidated, with four operators accounting for over 85% of all betting shops. Entain is the leading operator in UK Retail, with over 2000 stores across the Ladbrokes and Coral brand covering 96% of all postcodes in the UK.

The Italian Retail sports betting market is estimated to be worth £1.2bn in 2023, up from £1.1bn in 2022. Entain operates via the Eurobet brand as the 3rd largest operator in the market for over the counter sports betting in Italy. The Republic of Ireland and Belgium Retail markets are smaller, estimated to have been worth £1.0bn and £0.9bn respectively in 2023. Entain operates in Belgium and ROI via the Ladbrokes brand and is the largest operator in Belgium and third largest in ROI. A new market for Entain, Croatia, is relatively small, valued at £0.4bn in 2023, however the shops serve an important bridge for customers between the offline (retail) and online experience.# Entain plc Annual Report 2023

1 Overview

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Governance 140

Financial statements 201

In 2023 Entain gained a Retail presence in New Zealand, as part of the exclusive 25YR partnership signed with the New Zealand government, through which Entain is responsible for operating TAB NZ, the only operator with an Online and Ofﬂine licence in the country.

2023e Landbased Gambling Total Market Size – £bn

	Betting	Casino	Machines	Bingo	Lottery
UK	7.2	18%	1%	38%	3%
Italy	15.1	8%	1%	53%	2%
ROI	1.0	38%	5%	27%	4%
Belgium	0.9	14%	12%	20%	15%
New Zealand	1.2	7%	28%	47%	0%
Croatia	0.4	21%	13%	53%	0%

H2GC (25/01/2024) – Landbased GGR

Entain’s Online Markets

Geographically, in 2023 Core markets represented 67% of the total Online betting and gaming Market that Entain operated in. The largest individual countries being the UK (c15%), Italy (c8%) and Australia (c6%). In 2023, the UK market grew 10%, with growth unevenly distributed amongst operators, reﬂecting the timing of implementation of affordability changes by operators. The Italian online market grew 13%, as it continued to beneﬁt from the Ofﬂine to Online transition. The Australian market shrank 3%, due to tightening market conditions combined with the lapping of a very strong 2022, which had beneﬁted from a lagged Covid effect.

Growth markets accounted for 33% of the Total Online Market for Entain in 2023, the majority of which was USA (21%) and Brazil (5%). The USA grew 43% versus 2022, driven largely by growth of existing states, as well as the annualization of 2022 state launches. Brazil grew 31%, driven in part by an increasing awareness of Online gambling ahead of legislation aimed at creating a licenced regime which is expected to take effect in 2024 following Government approval at the end of 2023.

Global Online Growth

Entain only operates in regulated or regulating markets. The total global online gaming market, which also includes unregulated markets, was estimated to be worth c£107bn in 2023. Over the past twelve years the market grew at 13% CAGR and growth from 2022 to 2023 was 15%, in part driven by same state betting and gaming growth in US States.

Entain’s markets

Entain’s Online portfolio is categorised into Growth & Core markets, Core markets are forecast to grow at 6% CAGR 2023-2026 and Growth markets at 17% on an Entain- weighted basis. The next largest market is the unregulated Asia market which represents 26% of the global total, followed by regions that are part regulated, part unregulated including North America (18%), Oceania (7%), Latin America (3%), and Africa (2%). Excluding Asia, Entain has online operations in countries in these regions.

Retail

Online

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	2020	2021	2022	2023
Global online market	£67.0bn	£84.0bn	£95.0bn	£107.0bn

Share of Global online market by region


Core	67%
Growth	33%
UK		15%
Europe		38%
N America		21%
Oceania		7%
Latam		8%
Africa		1%
N America		7%
Oceania		1%
Europe		2%

Entain’s markets

Core markets (£bn)

	2021	2022	2023	2024	2025	2026	2027	2028
	26	26	29	31	33	36	41	38

Growth markets (£bn)

	2021	2022	2023	2024	2025	2026	2027	2028
	8	10	14	16	19	22	31	26

Source: Regulus Partners, Online NGR

Online gaming is forecast to grow 11% CAGR between 2021 and 2027, with the US growing at 23%.

2027 Forecast

19 Overview

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Governance 140

Financial statements 201

The industry in which we operate

P l a y e r p r o t e c t i o n
Industry leading products
Market leading protection

O n l i n e
SPORTS BETTING GAMING

We provide sports betting and gaming offerings to customers through both Online and Retail channels. We offer our customers engaging and entertaining experiences supported by market-leading player protection.

Engaging customer experience

How we create value

R e t a i l

20 Entain plc Annual Report 2023

Customers
Customer satisfaction 78%
Positive experience
Safer betting & Gaming
8.7m Customer interactions in 2023

Our people
Employee Engagement 77%
Actively engaged
Wellbeing 83%
Manager’s care about employee wellbeing

Communities
Entain Foundation £100m Committed over 5 years
Net Zero by 2035 Throughout all operations

Investors
2023 EBITDA £1bn
Revenue from regulated and regulating markets 100%

Marketing Excellence
Product & Content
CRM and Data
Proprietary Technology
Leading Player Protection

We create value for all our stakeholders:

People and Talent
Regulatory Expertise
Global Scale and Brands

21 Entain plc Annual Report 2023

How we create value

We deliver on our strategy and create value by leveraging a unique set of capabilities.

Marketing Excellence
We have unparalleled customer insight that we use to engage our audiences with new experiences, media content and marketing to attract a broader demographic of recreational players.
Read more: pages 34 to 37

Product & Content
Our award-winning in-house development studios enable us to create exclusive content and innovate to provide our customers with a richer, more engaging experience.
Read more: pages 26 to 33

Proprietary Technology
By owning and operating our own technology we can be more ﬂexible and adaptable, keeping us ahead of the competition and enabling us to expand into new markets, provide great products and lead on responsibility.
Read more: pages 27 to 29

CRM and Data
Our customer CRM capabilities and player analytics enable a powerful data-led approach to marketing.
Read more: pages 14 to 16

People and Talent
Our people are our number one asset and our ability to attract and retain the best minds both within and beyond the industry is key to our success.
Read more: pages 46 to 47

Regulatory Expertise
As the world’s only global operator operating exclusively in regulated and regulating markets we have unparalleled experience of working with regulators coupled with an uncompromising approach to player safety.
Read more: pages 38 to 39

Leading Player Protection
We provide best-in-class customer protection through innovative features, customer support, communications and our culture.
Read more: pages 44 to 45

Global Scale and Brands
We offer over 30 leading brands, some dating back more than 135 years, offering customers a great trusted offer.
Read more: pages 2 to 3

22 Entain plc Annual Report 2023

Our strategic framework

Before a refresh in November 2023, Entain’s strategy was based on the two pillars of growth and sustainability.

Key:
Achieved
On target
Not achieved

2023 priorities	KPIs
Growth
1 Leadership in North America	Established Top 3 operator with 14% share of Sports Betting & iGaming market in US and Ontario. NGR $1.95bn, +36% YoY growth. 28 live markets with 49% adult population; 4 new launches; Ohio, Massachusetts, Puerto Rico, Kentucky. Successful delivery of Single Account Single Wallet functionality across 27 states. Signiﬁcant digital sports offering improvements; app speed, user experience, broader bet offering. iGaming strength supported by new games & product enhancements – 33 exclusive new game launches by our in-house studios (Read more on page 27). Acquisition of Angstrom Sports (Read more on page 29).

2 Grow presence in core markets	Online Actives +10%, FTDs +7%. Online NGR growth on a compound annual basis over the last four years of 12%.
3 Expanding into new markets	Entered Netherlands (BetCity completion Jan-23), Poland through acquisition of STS, and New Zealand through 25yr partnership with TAB NZ.
4 Extend into interactive entertainment	Pivoted eSports strategy, Unikrn no longer B2C brand, now supporting eSports offering for our other brands.
Sustainability
5 Lead on Responsibility	Rolled our ARC™ across 27 jurisdictions, including real-time models in 23 jurisdictions. ARC™ for retail now live across UK and ROI. 98% completion rate of annual compliance, safer gambling, and AML training. Contributed 1% of our GGY in the UK to Research, Education and Treatment (RET), totalling £18.7m. £20.8m Contribution to safer betting and gaming initiatives. 83% Employee satisfaction with approach to wellbeing. 2035 Target set for carbon Net Zero throughout operations. £100m Commitment to Entain Foundation over five years.
6 Diversify our regulated activities	100% of revenues from regulated or regulating markets since February 2023.
7 Broaden our customer appeal	F2P Coral Racing Club – (Read more on page 30). Ladbrokes Live – (Read more on page 33). F1 – (Read more on page 37).
8 Invest in our people & communities	Entain’s Returnship programme with McLaren Racing receiving accolades at the Women in Gaming Diversity Awards and the Personal Today Awards. 250+ aspiring champions received SportsAid ﬁnancial award since 2019, to cover the costs of training, equipment, and travel. 250 non-league football clubs supported via Pitching In since 2020, reaching their communities. Launch of Black Professionals@Entain network.

2023 progress

23 Entain plc Annual Report 2023

corporate strategy. These refocused objectives recognise the progress achieved by the business, whilst acknowledging there is still further transformation needed to maximise the opportunities ahead. We have set clear targets and initiatives to deliver value for our stakeholders. Ensuring focused execution in driving Organic Growth, Margin Expansion and US market share growth.# The world leader in betting, gaming and interactive entertainment
To deliver the most entertaining customer experience supportive by market leading player protection

Priorities	Enablers	KPIs	2023 progress
+7% Online organic NGR growth in-line with market (from 2025, Ex-US)	Ongoing optimisation of market portfolio to maximise growth and ROI	Implemented Comprehensive commercial and operational excellence program in key markets	Build on capabilities and innovate our sports product
>28-30%	>28% for 2026	30% BY 2028	Online EBITDA margin (Ex-US)
Launched Project Romer to create a more agile organisation and drive gross cost efﬁciencies of c£100M	20-25%	20-25% market share	Capitalise on new product and pricing capabilities, and omnichannel
Delivery of Single Account, Single Wallet functionality in 27 markets	Enhancement of in-house content and capabilities through acquisition of Angstrom	People and culture	Technology and product
Governance	Organic growth	Grow presence in existing markets, synergistic adjacencies	Margin expansion
Drive margin expansion through scale and operational leverage	US market growth	Empower proﬁtable growth and share gains in the US	Purpose
Vision

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Strategic framework

Risks

Links to Remuneration

Principal risks

1. 1. 1. 1. 10.
        Read more: pages 83 to 86

Executive annual bonuses are linked to Operating Proﬁt, Online NGR growth and safer betting and gaming targets and customer metrics. Safer betting and gaming metric and customer satisfaction metrics implemented for 2023 bonus schemes.

Principal risks

1. 1. 1. 1. 10.
        Read more: pages 83 to 86

Principal risks

1. 1. 1. 1. 10.
        Read more: pages 83 to 86

Sports betting and gaming courses through our DNA. It’s the purple thread that steers our evolution, guides our people and shapes our purpose.

Strategic framework

Our technology and product

Entain today, is underpinned by incredible talent, in-house technology and leading product capability. We have hundreds of always-on sports data and game supplier integrations, which we bring to life as easy to play games. With the largest RMG platform in our industry and a sportsbook powering approximately 1.8K matchers per day, we’re evolving our strong in-house technology.

Shaping the game:

Our award-winning in-house gaming studios have continued to go from strength to strength in powering our brands globally and providing our customers with exclusive gaming experiences. From branded BetMGM, to non-traditional tap games, our in– house team has now delivered over 300 titles to our retail and digital brands. Demonstrating that our customers love our products, one of our original 2023 games, Pig Banker, saw over double the revenue of an average in-house new game within 60 days of launch. Pig Banker was so popular with our customers, that it trotted to the top 3 games worldwide, including number 1 in the UK, Brazilian, and Canadian markets. And to top things off, the follow up release, “Pig Banker: Three Little Piggies” proved to be an immediate player hit by taking the top spot for spins per player to.

Our in-house gaming team also had cause for celebration in 2023, launching game “Pot O’ Fortune: Golden Tap”, which reached the top spot for GGR for game release of its type when compared to third party releases.

In-house gaming at Entain

+26% 2023 In House Studios GGR increased by 26% vs 2022
+28% Active players on in-house games across non US increased by 28% vs 2022
+18% Average spins per active also increased by 18% vs 2022 showing players are engaging more with our in-house products
14 In-house studios saw GGR growth across 14 European
33 new in-house games launched in the US 2023

The milestones reached and quality delivered this year are a testament to the unrivalled creativity and hard- work of our people in our in-house game studios. We’re proud of the way we develop, construct, and bring to life the exclusive gaming experience for our customers across our brands.”

Ciara Nic Liam
Gaming Director

Continued on next page

Entain plc Annual Report 2023

With over 30 brands, across 40 markets, we’re able to provide entertaining experiences to customers all over the world. But it’s not just through our core product offering that our customers engage with us. At Entain, we go beyond the game to enhance the sports betting and gaming experience for our players – beyond a bet, scroll or tap.

Beyond the game: customer experiences

Entain plc Annual Report 2023

Elevating the social betting experience with STS and Eurobet

STS’s new brand campaign, Kocham. It’s a new ecosystem designed to inspire customers. It incorporates a new smart experience and empowers customers.

Eurobet’s Readybet partnership extension: Empowered by a seamless digital experience across various devices, Eurobet’s Readybet effortlessly. Readybets, generated weekly through inputs from retail shop managers, the trading room, marketing teams, and even digital and retail customers, betting experience.Offering a curated selection of “wise” picks from reputable and successful sources, the Readybet platform fosters a sense of community by turning customers and betting shops into interactive “tipsters.” Enhanced with dedicated promotions and challenges, this approach bridges the gap between conventional sports betting and a social experience, creating a vibrant marketplace accumulator bets. Last year, our joint venture BetMGM continued to offer fans unforgettable entertainment built around the game they love, with a multi-year extension of their National Hockey League (NHL ® ). ‘Players Bet’ is built around the trusted community of STS players who draw inspiration from each other’s bets, including bets shared by the best players with a proven track record of effectiveness. Over 2 million bets have been copied in 2023 indicating that players actively seek bets from trusted sources. The fact that 51% of copied bets are turning into real bets, shows the engagement of this feature and the power dormant in the community. Through team-branded casino games, partnered slots like the popular Gold Blitz, VIP fan experiences, and sponsored branding in national broadcasts, players will experience the best of Entain’s integrated entertainment offerings. These include, but are not limited to, exclusive VIP packages, team-branded casino games, a collection of slot games, Wild Multiplier Free Spins, and jackpots with loyal partners like Liverpool FC teams and the league’s iconic shield. It’s through these exciting activations that BetMGM will continue to deliver new ways for customers to enjoy the sport they love. The STS platform offers a dedicated space on the STS site that allows players to copy bets shared by other players, check out success rates of other betters, duplicate their bets and chat with each other on a forum fostering a sense of community amongst customers. STS is the only operator in Poland offering this free, community-driven feature, reinforcing our commitment to a smart and socially connected betting future.

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Dreams on Europe´s big stage

The launch of Ladbrokes LIVE.

Last year we embarked on an exciting new era for Ladbrokes, connecting thousands of fans with free events through the Ladbrokes LIVE platform. In partnership with The O2, AEG Presents, and NME, we’re working with three of the biggest and most iconic brands in the entertainment industry and this means we will be able to reward our audiences with the chance to attend some of the most exciting live shows in Britain for free.”

Kelly Rose
Marketing Director, GB
Ladbrokes LIVE furthered its ambition to provide customers with excitement beyond the betting platform, delivering a premium entertainment platform that rewards thousands of fans with free access to the UK’s best live music, comedy and sports events, powered by exciting partnerships with The O2, AEG Presents, and NME.

The unique collaboration between Ladbrokes and NME has also seen the return of the iconic Club NME nights with a series of dates across the UK featuring incredible headline talent and unmissable DJ sets. Fans have been able to win free access to Club NME nights through the Ladbrokes LIVE platform. With over 135,000 plays and hundreds of tickets already won in 2023, we are giving reasons for consumers to engage with us again and again in, everyday play. Besides bringing pure entertainment and joy to the football fans and uniting players from across Europe, bwin and other Entain brands were able to generate unrivalled brand presence across the continent during the 22/23 season, with branding visible at 80% of all matches across 56 countries; 20% of this being Responsible Gambling messaging.

"From matchday to music festivals, we’ll be there for every shot, pass and tackle to make the third season an even better one for our customers.”
Gemma Bell,
Head of Sponsorship, EMEA

For the past two seasons (21/22 & 22/23) bwin has delivered the ultimate football experience by giving fans the opportunity to play in ‘the bwin Fans Final’ in the UEFA Europa League Final Stadium.

In a truly immersive experience, the UEFA Europa League and UEFA Europa Conference League, bwin laid out the red carpet in Budapest for 40 customers who witnessed the UEFA Europa League epic between Roma and Sevilla unfold, before taking to the turf of the Puskas Arena the next day. Customers were treated to pre- match training sessions, personalised kits and the opportunity to lift a customised trophy just like the Sevilla players did a few hours prior. Joined by legends Esteban Cambiasso and Luis García, the bwin Fans Final saw dreams brought to life for our players. An intimate lunch with the ambassadors and the nomination of the Player of the Match rounded the experience into an unforgettable event with one of the winners stating: “These days I will never forget, the memories will live with me forever. It was the best football trip ever, a dream came true, what a privilege to have been part of it.”

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Championing the game: Advertising

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34 Entain plc Annual Report 2023

All of our brands have their own unique identity – from the striking blue of Coral to the playful orange of Foxy Bingo. It’s our heritage and brand recognition that has built up such trust with our customers, and it’s through this trust that we’ve been able to push boundaries with iconic advertising, activations and campaigns. Last year saw Foxy Bingo’s ‘Get Your Fox On’ ATL campaign level-up with immersive activations including Dirtie Gertie’s Mullet-only Salon and The Celebrity Swap Shop.

Opened by Geordie Queen, Vicky Pattison, Dirtie Gertie’s Mullet-only Salon in Newcastle offered consumers free mullet haircuts, foxy nails and games of bingo, before heading to the city centre, where parts of the street were turned purple and orange with incredible out-of-house advertisement, with over 2 million impacts. In total, the campaign gained a 1.1 billion reach via media coverage, gave 94 dodgy haircuts and engaged whole new community of Foxy fans.

Get Your Fox On with Foxy’s Celebrity Swap Shop & Mullet Salon

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Gala’s Jolly Good Fish and Chip hotel

Eurobet.Live with Luca Toni

Gala Bingo continued to build community spirit amongst bingo players and colleagues, and through the creation of its flagship activation, Gala’s ‘The Jolly Good Fish & Chip Hotel’. The activation gave British seaside goers the chance to enter Gala Land and enjoy a weekend of bingo, with all expenses paid, including access to exclusive games of bingo. The activation built on Gala’s ‘Where A Little Joy Goes A Long Way’ proposition and offered an all-inclusive, unique bingo experience to customers.

With over 800 consumers attending the prototype hotel and 314 million people reached via earned social media coverage, it’s safe to say customers experienced the brand in a whole new way, combining the classic charm of the Great British seaside with the wonder and joy of Gala Land.

Eurobet.live elevated the football experience for fans across Italy, with Serie A title winner, Luca Toni, as its presenter. The campaign seamlessly integrated the excitement of live scoring with the thrill of the matches themselves, providing viewers with real-time updates, insights and analysis, detailed statistics and engaging multimedia content. Eurobet.live not only celebrated the passion and excitement of football, but also underlined its commitment to providing fans with a comprehensive and immersive platform to stay connected to the game they love. Eurobet.Live has also strengthened it’s connection with fans, through prestigious partnerships with several Serie A teams, including the iconic Juventus as well as a partnership with the entire Serie C league. These strategic alliances served as a powerful bond between the Eurobet.live brand and football fans on the ground, solidifying its position as the premier platform for live scoring, results, and multimedia content in Italy.”

Alexis Grigoriadis
Marketing Director, Italy

Get Your Fox On with Foxy’s Celebrity Swap Shop & Mullet Salon continued

In the wake of Foxy’s new laundrette theme ads, the team brought the screen to life up north with The Celebrity Swap Shop, where locals swapped drab for fab and get their hands on a celebrity item. 17 celebrities donated items to the laundrette, and in total, 23 bags of clothes were donated to charity. Foxy consumers took to the laundrette to experience the brand’s new and engaging identity and with free Bingo sessions on site. The brand saw a 17% increase in betting players from the activation.# Entain plc Annual Report 2023

Overview

Strategic report

BetMGM and our joint venture, BetMGM, left an indelible mark on a number of the world’s most prestigious sporting events in 2023, including the Las Vegas Grand Prix. From exclusive grandstand hospitality to the excitement of experiencing incredible entertainment within touching distance of the track in their retail shops, BetMGM bolstered the anticipation of placing bets on the race with awesome experiences throughout the GP weekend. The team also pulled off some incredible activations with McLaren Racing; from BetMGM’s logo being centre stage on the car to a series of marquee and On-property digital placements, BetMGM certainly gave F1 superfans an experience to never forget. The spectacle received 3X the number of bets compared to any other F1 event in the company’s history. The Las Vegas GP certainly shattered records for the King of Sportsbooks.

New York City Grand Prix and Kentucky Derby

In partnership with Churchill Downs, BetMGM offered an unforgettable experience at the Kentucky Derby, the premier thoroughbred horse racing event in the United States. This event provided BetMGM with significant exposure as the official partner of the Kentucky Derby, a valuable addition to our portfolio which also includes the naming rights for the Kentucky Derby’s Derby Stakes, a classic race. Furthermore, BetMGM also sponsored a yearling for two separate races, as well as an esteemed horse in the 2023 Kentucky Derby winner, Mage.

This year, TAB became the naming rights sponsor for the meeting, and with three $1m races on the card, TAB wanted to do something different to attract attention of customers. A few days before the meeting, Entain Australia and NZ took over the second tallest freestanding structure in the southern hemisphere, Auckland’s Sky Tower, and projected the barrier draw for the three main races onto it. Watched on by trainers, owners and horse racing fanatics, the incredible display revealing which horse starts where, set the scene for a weekend that ended up smashing records for TAB’s horse racing history. The six-race meeting saw a 26.6% increase in turnover compared to the highest wagered meeting of the previous year. The TAB Karaka Millions race meeting saw the highest ever turnover for a single race meeting in New Zealand, with the TAB Karaka Millions race itself setting a record for the most wagered race in New Zealand, with Year-on year-turnover for the TAB Karaka Millions up 66%.

Super Bowl LVII

Known for its massive audiences, thrilling action, much-anticipated commercials, and being the biggest sporting event in the US, Super Bowl LVII represented a huge opportunity for BetMGM to be at the centre of the action, having the world’s largest and most prestigious stage to promote the BetMGM brand and its full sports betting and iGaming offering. To maximize this opportunity, Entain launched its new Nevada app with access to BetMGM’s full sportsbook offering, weeks before the Super Bowl, giving the best BetMGM experience to the NFL fans in Nevada for this landmark event. Then, BetMGM set out to do what so many other brands struggle to do in this domain, carve out a memorable Big Game commercial that perfectly complements and establishes a connection with the brand.

This year, BetMGM released its three-part campaign which featured the never-before-seen pairing of sports legends, Tom Brady and Wayne Gretzky, along with actor Vince Vaughn, marking an iconic moment for BetMGM. The BetMGM team didn’t stop there. In addition to the advertisement, BetMGM executed a multi-faceted approach to “Win Las Vegas” for Super Bowl week. Alongside extraordinary VIP experiences with celebrity ambassadors, BetMGM painted Las Vegas gold and black with a variety of outdoor, indoor, digital and special advertising campaigns that greeted fans from the moment they get off the plane.

BetMGM partnered with X in a one-of-a-kind collaboration to amplify its brand and engage with fans across its platform, starting with the Super Bowl and continuing through 2025. Regardless of who was the Super Bowl champion, BetMGM came out a winner. The new platform was able to handle a 30% uplift in activity over the Super Bowl weekend and a 72% increase in customers from the 2023 Big Game, thanks to the incredible efforts and collaboration between the Entain, BetMGM and MGM teams. Smashing records under the neon lights of Las Vegas.

Governance

Regulatory update

Unlike slots and poker, casino table games are regulated on a state-by-state basis. The states may either create a monopoly or issue as many licences as the state has land-based casinos. By the end of 2023, the German state of North Rhine-Westphalia had opted for a licensing system. To date, only Schleswig-Holstein has implemented a licensing process, but the group has opted not to apply for a licence for commercial reasons. In North Rhine-Westphalia, details on the tendering process were expected to be published in 2023 but due to various delays, the details are now expected in Q1 2024. Entain looks forward to participating in this process.

Germany

The new German sports betting and gaming licensing regime has now been operational in Germany for over a year. Encouragingly, the GGL has been more proactive in issuing sanctions against unlicensed operators, but we still see room for improvement in the enforcement against illegal operators and in the market. Entain is continuously working with the regulator and state governments to push for more effective enforcement against illegal operators and in 2023 worked jointly with the University of Leipzig and the local online casino association to produce a study investigating the scale of the issue. While the Group was granted three slots and two poker licences in November 2022 and the Group´s sports betting licences were also extended for another 5 years in late 2022, the restrictive environment in Germany continues to prove challenging. The process for managing playing limits for slots, poker and sports betting remains one of the most pertinent regulatory challenges for licensed operators. There is also mounting political pressure for stricter sports betting advertising regulations, with the updated Interstate Treaty on Gambling set to be published soon.

The UK

The UK Government published its White Paper of the 2005 Gambling Act Review in April 2023. As expected, this document included consultations on a number of areas, including online slots staking limits; player protection measures; a statutory levy for research, education and treatment; additional requirements on game design and direct marketing as well as the creation of an Ombudsman. We continue to engage government actively in this process, both directly and via our trade body. We have continued to develop and enhance our Advanced Responsibility and Care™ programme, which provides an enhanced framework to support player safety, as well as targeted interventions and interactions. Whilst many of the changes within the White Paper can be achieved via secondary legislation, we are collaborating with the other major operators to voluntarily progress initiatives such as a single view of the customer and the creation of an Ombudsman. Gaming is a truly global market and in 2023 the Group held licences in over 30 jurisdictions across the world. The Group is committed to only operating in regulated or regulating markets and as from February 2023, 100% of the Group’s revenue was generated from these markets. We believe that viable regulation of the betting and gaming sector is in everyone’s interests. It provides stability for operators, important taxation streams for governments and – most importantly – provides the consumer with proper protections and safeguards by ensuring that only responsible providers operate in the market.

Africa

In late 2023, Entain decided to withdraw from the regulated markets of Zambia and Kenya but the Group remains committed to operating in regulated markets and continuing to grow its presence in South Africa, where it has been present for a number of years.

US

The sports betting regulatory activity continues at pace in the United States. Kentucky, North Carolina and Vermont are amongst the US states that have regulated in 2023. Rhode Island has been added to the list of US iGaming states. Finally, additional states have adopted, or are in the process of adopting, modernised forms of responsible gambling regulation; a trend Entain welcomes with an eye on the long- term sustainability of the US market. Bearing in mind that over 35 US states have already allowed for sports betting in one form or another, the Group remains of the view that in the coming years some 40 or even 45 US states will have regulated sports-betting, which will provide BetMGM with even broader market access across the country. The number of states that permit online casino is also expected to grow in the years to come – for example the state of New York as already announced its intention to attempt iGaming regulation in 2024.

LATAM

In Latin America, Brazil adopted a law that allows for domestic licensing of sports betting and online casino in late 2023. The law will be implanted throughout the country and the market is expected to launch at some point in Q3 2024.The regulation will extend to all online gambling verticals, including sports betting and gaming, and will allow for an open licensing system subject to payment of betting and other taxes and fees. Furthermore, the Group has launched licensed operations in Mexico under its bwin brand. There was better news in France where we have seen nascent discussions about the possible legalisation of online casino, while in Croatia the Government completed a regulatory review and is now looking to bolster its efforts to tackle the illegal market.

Financial statements## Regulatory Update

At the end of 2023, Entain only operated in two markets in Europe where it is not yet locally regulated. Despite our best efforts in Austria, there have been no changes to the status quo and the Government has no imminent plans to initiate the reforms it announced in March 2021. Nevertheless, we will continue to push for regulatory reforms. Encouragingly, in Finland the licensing process is well underway and we expect to see the process of dismantling the monopoly in favour of a licensing system that we expect to come into force sometime in 2026.

Australia

A parliamentary inquiry issued a report in 2023 calling for a ban on gambling advertising as part of a 31-point plan to reform the Australian gambling market. It also proposed various other measures including the establishment of a single national regulator and a formal duty of care. We expect the Government to come forward with its response to the report and to legislate in line with these recommendations. Elsewhere, the National Self-Exclusion Register BetStop launched in August, while a ban on credit card betting was adopted in December 2023 and will come into effect in mid-2024.

Canada

The Ontario online betting and gaming market became regulated on 4 April 2022, allowing the Alcohol and Gaming Commission of Ontario to issue domestic licenses for private operators. Entain operates in Ontario through its bwin and Party brands as well as Sports Interaction, a Canadian brand the Group acquired in February 2022. Going forward, other Canadian Provinces such as Alberta and British Colombia are expected to introduce regulation.

Other Europe

In 2023, wide-reaching advertising restrictions were introduced in Belgium, while a pending parliamentary bill and a draft Royal Decree could impose further restrictions on local operators in 2024. Fortunately, the sector was successful in blocking a proposal to introduce an additional 5% tax which would have had a detrimental impact on licenced operators and encouraged customers to move to black market operators and therefore reduce player protections.

In the Netherlands, Entain completed the acquisition of BetCity in January 2023. National elections took place in November and we await the formation of a new coalition government which could lead to change in direction for gambling policy. We are also expecting the Dutch authorities to come forward with new proposals on playing limits, AML and duty of care requirements which are likely to come into effect in 2024 and impose stricter compliance requirements on operators. The headline gambling tax rate also increased by 1% to 30.5% from 1st January 2024.

In Italy, the Government published a new framework law in 2023 laying the foundations for potentially wide-reaching sectoral reforms to be enacted in 2024 and beyond, including an overhaul of the current gambling licence tender procedure which will increase licensing costs and impose stricter regulatory requirements on operators.

In Spain, the government has moved oversight of gambling to a newly- formed Ministry, while plans to introduce a system of cross-operator limits remain on the medium-term agenda.

In Ireland we are still awaiting the enactment of the pending Gambling Regulation Bill that will introduce a formal regulatory and licensing regime for online gambling.

In Germany, a draft law has been published to amend the Gaming Act, including the introduction of a B2B licence regime to take effect from 2025.

In 2023, we have seen tax increases announced in several of the markets where we operate. The Prime Minister of Georgia announced plans to increase taxes for online gaming from 10% to 15% GGR, and player winnings withholding taxes from 2% to 5%, effective from 1 January 2024. The Swedish government has announced its intention to increase the rate of gaming tax from 18% to 22% with effect from 1 July 2024, while the Latvian Government plans to increase online gambling tax from 10% to 12% GGR from January 2024.

39
Entain plc Annual Report 2023
1 Overview 8 Strategic report 88 Governance 140 Financial statements

Regulatory update

At Entain, sustainability is a key enabler of our corporate strategy.
Our commitment to sustainability is a core part of our corporate strategy and leadership approach. In 2023 was a pivotal year for sustainability at Entain as we unveiled our new Sustainability Strategy, building on our longstanding commitment to sustainability and taking it to the next level. With this new Strategy, we wanted to strengthen our sustainability leadership position as well as listen to our stakeholders and respond to the changing Environmental, Social, and Governance (“ESG”) landscape. We conducted a double materiality assessment to help us understand our unique sustainability-related risks and opportunities, as well as our impacts on society and the environment. We conducted surveys and interviews, analysed industry reports, and held leadership workshops, gathering input from over 250 internal and external stakeholders from around our business, to understand how we can ensure we are supporting value creation to all stakeholders. These insights helped us develop a strategic framework that will focus our sustainability actions in the coming years. Our new approach, which is presented on the next page, is structured across four pillars that encapsulate those ESG issues that are most important to Entain, our customers, investors, and partners:

Be a leader in player protection
Provide a secure and trusted platform
Create the environment for everyone to do their best work
Positively impact our communities

We report extensive progress across each of these strategic pillars. We invite you to discover our achievements on the following pages, which include:

Rolling out our player protection programme ARC TM in our digital offer to cover 27 jurisdictions and launching ARC TM for retail in the UK and the Republic of Ireland.
100% of our revenues coming from regulated or regulating markets since February 2023.
Winning Innovator of the Year at the Women in Gaming Diversity Awards for our Returnship programme with McLaren Racing.
Partnering with EcoVadis, the world’s largest platform for supplier sustainability ratings, and onboarding 35% of in-scope vendors and supporting them to improve their sustainability performance.

Looking at 2024, we will remain sharply focused on delivering our new strategy and embedding it into our operations to deliver our purpose and the vital role that underpins our long-term growth.

Sustainability at Entain

Entain plc Annual Report 2023 40
1 Overview 8 Strategic report 88 Governance 140 Financial statements

Sustainability

At Entain, we see sustainability as a key enabler of our corporate strategy and growth. We embrace our role within society with the strongly held belief that the most sustainable business in our industry will be the most successful. Our ESG commitments are embedded within our corporate strategy and are overseen at Board level. Our Sustainability Strategy is designed to deliver our purpose and reflects the interconnected nature of the material ESG issues that are most important to Entain, our customers, investors, and partners. A summary of these material ESG issues, and the focus areas and oversight we have assigned to them, are set out below. You can read more details about how we developed the strategy using the results of our 2023 double materiality exercise here.

Aligned material clusters	Focus areas	Oversight
Be a leader in player protection	We provide industry- leading customer protection through innovative features, customer support, communications and our culture.	Sustainability & Compliance Committee
	Safer betting and gaming
	Ethical & compliant behaviour
	Innovation
	Industry-leading tailored customer protection tools and processes
	Empower our people to support and protect our customers
	Harm prevention through education and responsible communications
	Promote research and share evidence- based learnings with the industry
Provide a secure and trusted platform	We lead on integrity in everything that we do. From having the highest ethical standards, to only operating in regulated markets, with an aim of gold standard data protection, and cybersecurity.	Sustainability & Compliance Committee
	Ethical & compliant behaviour
	Data privacy and cybersecurity
	Corporate Governance
	Only operate in regulated markets
	Ethics and integrity at the core of our organisation and culture
	Provide industry- leading cybersecurity, data privacy and AI governance
	Clear and robust governance processes for each of our key ESG areas
Create the environment for everyone to do their best work	We are an employer of choice, and we build an inclusive and supportive culture where talents from all backgrounds can thrive.	People & Governance Committee
	Diversity, equity and inclusion
	Having the right people
	Attract, engage and retain the best, most diverse talent
	Provide the right growth opportunities for all
	Build a sense of belonging for all Entainers
Positively impact our communities	We play our role in limiting global warming to no more than 1.5°C and we create a positive impact on our communities.	Sustainability & Compliance Committee
	Environmental Sustainability
	Corporate Governance
	Reduce our environmental impact
	Creating a sustainable value chain
	Promote grassroots, women’s and disability sports
	Support communities where we operate

Entain plc Annual Report 2023 41
1 Overview 8 Strategic report 88 Governance 140 Financial statements

Sustainability

Climate governance

Given the urgent need for action to address the climate emergency, we have stepped up our governance in this area. Our CEO is now responsible for our approach to climate change, and climate-related risks and opportunities. In addition, we have developed our Net Zero Action Group. The Net Zero Action Group reports to the ESG Steering Committee, which is a selection of leaders from around the business who are responsible for delivering and developing an organisation- wide approach to achieve our Net Zero ambitions.You can read more about how we manage our climate-related risks and opportunities in our TCFD Statement on pages 56 to 63. In addition to the ESG Steering Group and the Net Zero Action Group, we have formed groups that report to the ESG Steering Group that focus on delivering our additional expertise and insights from the business. Steering groups include groups focused on Anti-modern Slavery and Human Rights, Safer Betting and Gaming, Anti-Money Laundering, and Diversity & Inclusion.

Board Committee Oversight

In May 2023, Entain restructured its Board oversight of ESG issues to better manage the increasing workload of the prior ESG Committee and further embed sustainability across the Group. The newly created Sustainability and Compliance Committee was created to take on the bulk of the responsibilities of the former ESG Committee. The Sustainability and Compliance Committee has oversight for safer betting and gaming, regulatory compliance, anti-money laundering and & corruption, human rights (including our approach to addressing modern slavery risks), health and safety, environmental impact (including the evolution of our strategy and processes in response to the Taskforce for Climate-related Financial Disclosures), data protection and charitable donations, including the work of the Group’s Entain Foundation.

Chaired by Virginia McDowell, one of our Non-Executive Directors, the Committee has three members and guides the business on all aspects of ESG strategy, sets targets and monitors our performance. The second newly created Committee, the People and Governance Committee, took on the responsibilities of the previous Nomination Committee and added responsibility for oversight of the Group’s approach to Diversity, Equity and Inclusion and other people-related functions such as engagement and culture and employee wellbeing.

The ESG Steering Group

The ESG Steering Group, which meets monthly, consists of functional leaders from across the business, including Sustainability, Investor Relations, Human Resources, Corporate Affairs, Legal, Health, Safety & Security, Operations, People and Communications. Convened by our Group Head of Sustainability and chaired by our Group oversees the implementation of our sustainability strategy.

Delivering our Sustainability Strategy starts with robust governance. As our ambitions grow, and best practice evolves, we continue to expand our processes.

Entain plc Annual Report 2023
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1 Overview
8 Strategic report
88 Governance
140 Financial statements

Strategy
Board
Delivery
Coordination
Oversight
ESG Steering Group
Operating Units and Central Functions
Operational teams

People and Governance Committee
People and Governance Committee
Sustainability and Compliance Committee
People and Governance Committee
Anti-Money Laundering and Counter-terrorism Financing
Anti-Bribery and Corruption
Health and Safety
Environmental Impact
Modern Slavery and Human Rights
Privacy and Data Protection
Net Zero Action Group
Regulatory Compliance
Safer Betting and Gaming
Talent and capability
Diversity, Equality and Inclusion
Employee engagement
Employee well-being

Our performance across ESG Rating Agencies

We are proud to be a sector leader amongst many of the leading independent ESG rating providers. The below table summarises our performance and improvement over time. We will continue to work tirelessly to further improve our ESG practices and performance, with the aim of further improving the standards for our industry and in these external assessments.

Rating	Evaluation	Score (31 December 2023)	Score (31 December 2022)	Industry Rank
MSCI ESG Score	AA	7.2	6.7	N/A
Sustainalytics ESG Risk Rating	Low	19.6 (a lower score shows a lower risk)	22.3	13/87 in the Casinos & Gaming industry
ISS ESG ESG Score	C	49	47	1st decile
S&P Global ESG Score	S&P Yearbook and DJSI Europe constituent	60	67	95th percentile
FTSE4Good ESG Score	Inclusion in FTSE4Good Index	3.8<>	3.8	93rd percentile
CDP Climate Management	B	B	N/A	N/A

Entain plc Annual Report 2023
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1 Overview
8 Strategic report
88 Governance
140 Financial statements

Material issues
Safer betting and gaming
Ethical and compliant behaviour
Innovation
Oversight

Sustainability & Compliance Committee

Advanced Responsibility and Care™ (“ARC TM ”): Our leading tailored customer protection tool

Our recent materiality assessment found that safer betting and gaming is our most material ESG issue, and ARC™ is our – providing a technology-led approach to player protection through real-time and individually tailored detection, interaction and interventions with players that are potentially at risk.

Given its importance to Entain and our customers, the roll-out and effectiveness of ARC™ is linked to through our Group Bonus Scheme, which includes our executive team. The details of how we incentivise the delivery of player protection is outlined further in the Remuneration Report on p131. This year, ARC™ continued to mature in the UK and expand globally. By the end of 20203, ARC™ is now live across our core international markets (except Brazil). Our safer betting and gaming programmes in our retail estate in the Republic of Ireland and the UK are also supported by ARC™. This provides our customer facing retail colleagues with data-driven insights to help them spot and address risky play in our shops. We continue to monitor the effectiveness of ARC™, the results of which are reviewed by the Executive Committee and Sustainability and Compliance Committee quarterly.

Empowering our people

We continue to deeply embed safer gaming into the culture of our company. At the end of 2023, 98% of our colleagues were up to date with their mandatory annual safer betting and gaming training. This training provides all colleagues with the essential understanding of our approach to, and compliance requirements on, safer betting and gaming. However, we also understand key responsibilities for player protection.

Focus area	2023 Highlights
Best-in-class tailored customer protection tools and processes	Rolled our ARC™ to cover 27 jurisdictions (2022: 22), including real-time models in 23 jurisdictions ARC™ for retail now live across UK and ROI 7.5 million ARC™ interactions (+98% YoY) to 742,112 unique customers
Empower our people to support and protect our customers	98% completion rate of annual compliance, safer gambling, and AML training Enhanced safer gaming training, delivered by EPIC Risk Management, delivered to all senior leaders
Harm prevention through education and responsible communications	Expanded our stakeholder education and training in the US, through our partnership with EPIC Risk Management and major leagues as well as players associations such as the Major League Baseball, National Football League, League Soccer Players Associations and the NHL Alumni Association 20% of TV advertising space and football sponsorship dedicated to safer betting and gaming communications or Foundation promotion
Promote research and share evidence-based learnings	Final year of partnership with Harvard Medical School’s Cambridge Health Alliance Contributed 1% of our GGY in the UK to Research, Education and Treatment (RET), totalling £18.7m

Awards and accreditations:
* UK North America International GamCare Advanced Safer Gambling Standard Online: Advanced Level 2 (highest level) Retail: Advanced Level 2
* EGR North America Awards 2023: Socially Responsible Operator
* SBC Global and SBC LATAM Socially Responsible Operator of the Year
* Vixio Global Regulatory Awards: Award for Outstanding Contribution

Entain plc Annual Report 2023
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1 Overview
8 Strategic report
88 Governance
140 Financial statements

Be a leader in Player Protection

For these roles, we continue to roll out more our senior leadership periodically undertakes in-depth training from EPIC Risk Management. Customer-facing roles who are responsible for engaging directly with our customers also receive in-depth training on identifying and interacting with customers who may be at higher risk of harmful play. We are also leveraging our partnership with Harvard Medical School’s Cambridge Health Alliance Division on Addition (“CHADA”) to support our training programmes. Since 2019, 16 of our safer betting and gaming training programmes have been reviewed by the team at CHADA the latest research.

Responsible marketing

Responsible marketing is a core part of our commitment to promote responsible attitudes, and protect children, young persons and vulnerable individuals. We have a long history of leading the industry in this area, spearheading the UK whistle-to-whistle advertising ban, sponsorship in UK football. Our commitment to responsible advertising and marketing is underpinned by our recently refreshed External Marketing Policy. This Policy outlines our responsible marketing principles. All relevant staff receive training on the policy. We also work closely with trade associations to strengthen best practice for our industry’s marketing and advertising. For example, we are a signatory of – and contributor to – the European Betting and Gaming Association’s (“EGBA”) Code of Conduct.Promoting research through our partnership with Harvard Medical School research partnership with the Cambridge Division on Addiction, which has now produced 14 research papers since 2019. The outcomes of this research have been highly practical, underpinning our 26 markers of protection – the behavioural patterns found to indicate signs of risk that are used by ARC™. As this research is published, or is in the process of publication, this allows not just Entain but the whole industry to access the latest research. You can read more about this research programme in our 2023 Social Impact Report.

Interactions excellence

Interaction Excellence aims to promote insightful and valuable discussions with teams that deal with customers that are potentially the most at risk. The training focuses on strengthening soft skills that colleagues will draw upon during customer interactions. In 2023, this training was reviewed by the Harvard Medical School’s Division on Addiction, Cambridge Health Alliance. Moving forward we will also conduct in-depth training with leaders from around the business (aimed at our senior leadership team and Board Directors), to further integrate a culture of player protection right at the top of the organisation. This training will be run by EPIC Global Solutions and refresh the leadership training delivered in late 2022.

Embedding safer betting and gaming into our culture

As part of the 2023 Group Annual Bonus Plan, a mandatory training module was implemented on compliance, safer gambling and anti-money laundering, achieving a 98% completion rate. Our goal is to train all colleagues on the importance of player protection, preventing money laundering, and responsible marketing – with retail colleagues receiving a more tailored version of the content relevant to their role. We also know that some colleagues have unique responsibilities for their role – whether it be engaging directly with customers, designing new products, or leading teams or divisions. In 2023 we worked with EPIC Global Solutions to deliver in-depth masterclasses and face-to-face-training on safer betting and gambling-related harm, focusing on their roles. For example, our customer service and retail colleagues took part in sessions that equipped them with the skills to:

Core countries are those that are using our core technology platform. ARC™ is embedded within this core technology, so in these countries we can use the full power of our markers of protection and interactions.
Risk is determined based on our Long-term Excessive Play (LTEP) model, which is one of our three primary ARC™ Markers of Protection models, which scores every user of the Entain Platform from 1 (low risk) to 100 (high risk) daily. LTEP is used for assessing risk due to identify underlying problem gambling behaviour over time.
Introduce our retail teams to problem gambling to help them understand how gambling related harm can present itself and ensure that they are aware of how to protect our customers to limit the negative impacts of gambling.

Between May and August 2023, 294 colleagues attended the EPIC Safer Gambling Awareness training.

Affordability Interactions

This training provided our colleagues with guidance on the key steps they should take to ensure that customers are keeping their betting affordable, and the communication tools they can use to encourage safer gambling and manage risks associated with gambling.

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1 Overview | 8 Strategic report | 88 Governance | 140 Financial statements

Lead on player protection

Ethics and integrity at the core

We are committed to conducting our business in line with the highest ethical standards. We heavily invest in governance, resources, and training to combat criminal activity and illegal practices associated with the gambling industry. For Entain, this starts with playing an active role in safeguarding the values and integrity of sport. We want all sports events to be fair and played to the best of participants’ abilities. This is why we work closely with regulators and sports governing bodies to prevent match-fixing and illicit betting activity. We are a member of the International Betting Integrity Association (IBIA) and the Sports Betting Integrity Forum (SBIF).

In 2023, we continued to reinforce our Ethics & Compliance (“E&C”) function with new team members and stronger governance. We launched a new Ethics & Compliance Charter and Strategy, which provides clear accountability across the group and ensures that our E&C team has the required independence and authority to act as an effective second line of defence. We also launched a three-year E&C Strategy, which sets our action plan for achieving a best-in-class E&C programme.

Only operate in regulated markets

The commercially viable regulation of the betting and gaming sector is in everyone’s interests. It offers stability for operators, important taxation streams for governments and – most importantly – provides the consumer with proper protections and safeguards by ensuring that only responsible providers operate in the market.

Since February 2023, 100% of our group’s revenue come from regulated or regulating markets. As of 31 December 2023, we held licences in 34 jurisdictions across the world.

We operate in markets where we can see a clear pathway to regulation that will enable us to obtain domestic licences in the next two years. These regulating markets are Brazil, Mexico, Peru, Austria and Finland. For more about this, please refer to our regulatory update on pages 38 to 39.

We appointed a Group Money Laundering Reporting Officer and Head of Financial Crime (“AFC”), and we expanded our AFC team. After a period of growth and multiple acquisitions, we revised our organisational structure with all colleagues with AFC responsibility reporting to the central AFC Leadership Team. This new governance framework gives us better control and oversight across all our entities, subsidiaries, and joint ventures. We have also initiated an evaluation of our international subsidiaries to assess the maturity of local AFC programmes. This will conclude in 2024 with on-site visits and upskilling programmes tailored to the needs of our colleagues.

We believe in the importance of building robust risk management frameworks across our business to ensure we are protected against financial crime and regulatory risk. This includes ensuring our people are equipped with the right knowledge and skills to identify and mitigate emerging risks and that our processes and systems are fit for purpose.

Material issues	Ethical & compliant behaviour	Data privacy and cybersecurity	Corporate Governance Oversight	Sustainability & Compliance Committee Focus area
2023 Highlights
Only operate in regulated markets	100% of revenues from regulated or regulating markets since February 2023
Ethics and integrity at the core of our organisation and culture	New Ethics & Compliance Charter and Strategy		Average completion rate of 95% across Entain’s Big Four Compliance Training Modules
	Refreshed set of Entain Values, with “Do what’s right” at its core	Provide industry-leading cybersecurity and data privacy	Growing headcount in Data Privacy and Cybersecurity teams, by 25% and 35% respectively compared to 2022.
			Clear and robust governance processes for each of our key ESG areas	New ESG governance structure with two board-level committees (Sustainability & Compliance and People & Governance)
Awards and accreditations: ISO 27001 2022 Information Security Management System

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1 Overview | 8 Strategic report | 88 Governance | 140 Financial statements

Provide a secure and trusted platform

Doing what’s right

Every colleague, including contractors and agency staff, must complete four compliance modules covering Entain’s Code of Conduct as well as ethical topics such as safer gambling, data privacy, or bribery and corruption prevention. As part of this, colleagues sign a declaration that they have understood the training and will comply with Entain’s Code of Conduct. Our 2023 Group Bonus was linked to achieving 85% completion for each module – an ambitious but achievable target given the turnover in certain parts of our business. This year, we achieved an average completion rate of 98% – up from 93% in 2022 and 82% in 2021.

Big Four Learning Modules	Completion Rate
Code of Conduct	94%
Compliance, Safer Gambling, and Anti-Money Laundering	98%
Data Privacy	98%
Cybersecurity	98%

Provide industry-leading cybersecurity and data privacy

Safeguarding our corporate and customer information remains a top priority for Entain. We continue to invest in our people and technology, including a growing headcount of our Data Privacy and Cybersecurity teams, which respectively increased by 25% and 35% in 2023. In 2023, we continued building our data privacy assurance function with dedicated resources to monitor the effectiveness of our privacy activities, keep risks under review, and update policies and procedures. We boosted privacy controls by introducing Effectiveness and Maturity Reviews of our most critical data processes. We also reinforced our risk management process with a new privacy risk register which feeds into Entain’s Enterprise Risk Management framework. This process has helped us identify an additional 20 privacy risks in 2023.# Entain plc Annual Report 2023

Focus area: Attract, engage and retain the best, most diverse talent

2023 Highlights

Launch of Black Professionals@Entain employee network: This network is designed to create a culture where black colleagues can thrive professionally and personally.
Entain ranking 5 in the 2023 All-In-Diversity Project Index
Entain’s Returnship programme with McLaren Racing receiving accolades at the Women in Gaming Diversity Awards and the Personnel Today Awards

Focus area: Provide the right growth opportunities for all

Launch of Your Goals, Entain’s new objective-setting programme

Focus area: Build a sense of belonging for all Entainers

Launch of refreshed values and behaviours
94% of Entain Managers received mental health training through the Workplace of Tomorrow programme
400,000 employee interactions with Entain’s Well-Me events, activities, and content
9.1% utilisation rate for our Employee Assistance programme

Awards and accreditations:

Personnel Today Equity, Diversity & Inclusion award
Women in Gaming Diversity Awards Innovator of the Year award

Material issues

Diversity, equity and inclusion

Having the right people Oversight People & Governance Committee

On International Women’s Day 2023, we launched our menopause policy. Our ambition was to help colleagues understand menopause-related issues and normalise talking about the symptoms. The policy came with a global awareness campaign and support for managers in having conversations around menopause. We built a virtual Menopause Hub with resources and bite-size training for those going through the menopause journey and for managers and teammates wanting information on how to best support women in the workplace.

We are committed to positively impacting diversity not just within Entain, but across our industry. We partner with universities and charities to improve female representation within STEM careers. One example of this is our partnership with Girls Who Code, through which we have reached 10,680 young women since 2021. You can read more about our work to drive diversity in the tech sector in our 2023 Social Impact Report.

In 2024, we will focus our efforts on further embedding DE&I within our Resourcing Strategy to increase representation in our hiring process. Our new recruitment and candidate management platform will provide us with better DE&I data on our Attract, engage and retain the best, most diverse talent Diversity, Equity and Inclusion (DE&I) are key to Entain’s future sustainability and success. Attracting and retaining key talent remains one of our Principal Risks as a tech business (see page 85), and workforce diversity plays an essential role in innovating, driving change, and delivering outstanding products and services for our customers.

As part of our commitment to DE&I, we understand the importance of global employee networks in providing a safe space for colleagues with a shared identity or experience. Launched in 2022, the Women@ Entain and Pride@Entain groups continue to grow, with over 1200 and 250 members respectively. In 2023, Women@Entain piloted a new mentoring programme for women in our Product & Technology team, matching participants with senior mentors. We also launched Black Professionals@Entain, a new network designed to create a culture where black colleagues can thrive professionally and personally. Led by our network, we signed a UK partnership 10,000 Black Interns Foundation, and have pledged to offer career opportunities to Black students and graduates in the summer of 2024.

Gender diversity at Entain

	2023	2022	2021
Group Board	3 out of 9 (33%)	3 out of 9 (33%)	4 out of 10 (40%)
Senior managers	221 out of 794 (28%)	194 out of 752 (27%)	128 out of 364 (26%)
All Employees	13,645 out of 29,576 (46%)	13,479 out of 28,940 (47%)	11,583 out of 25,554 (45%)

Attract, engage and retain the best, most diverse talent

candidates and recruits, allowing us to tailor interventions and set group-wide targets. We will also continue to remove any barriers in the hiring process for candidates and colleagues through the design and launch of our new recruitment platform in 2024.

Provide the right growth opportunities for all

Our colleagues’ continuous personal and professional growth is essential, and we invest in targeted learning & development (“L&D”) within our business units. Programmes, courses, and self-led learning are tailored to the needs of our teams and individuals. Entainers globally have access to best- in-class learning resources, such as LinkedIn Learning, Get Abstract, and Pluralsight. These platforms enable our colleagues to continuously develop their skills – from marketing to Python coding or public speaking.

In 2023, we focused our L&D efforts on customer-facing roles, both in our global Customer Services team and across our Retail Estate. We know that customer satisfaction starts with great leadership and employees who feel supported and valued. In our Customer Services team, we kicked off Let’s Lead, a new leadership programme. The seven-week curriculum includes a mix of self-paced learning, in-person training, workshops and external providers. With over 20 modules, the programme equips our managers with all the technical knowledge and soft skills they need to successfully lead their teams. This includes completing a Mental Health First Aider course, as part of Entain’s commitment to wellbeing. 979 colleagues have already completed the course, with 113 learning sessions delivered and we will roll it out to Hyderabad, India and Montevideo, Uruguay in 2024.

In our retail business, we have built a consistent foundation of competency and knowledge among managers and team leaders. The Enhance, Establish and Elevate Your Game programmes support colleagues at different points in their careers, role to sharpening their leadership skills. In 2023, the programme trained over 2000 colleagues. We are proud that many of our retail management team started as Customer Service Managers before growing into senior roles. Last year, we also worked to harmonise the way our colleagues think about their professional objectives. We launched Your Goals, an objective-setting programme, to ensure all our colleagues have meaningful conversations with their managers about their goals and understand how these align with Entain’s strategy. In 2024, we will develop Entain Leadership Expectations which will be supported by a structured, consistent, and global leadership pathway.

Build a sense of belonging for all Entainers

Following an intensive period of business growth, we wanted to bring our colleagues together and consolidate our shared culture. 2023 saw us launching a refreshed set of values and behaviours which build on our core beliefs whilst helping us prepare for the next phase of our evolution: Do what’s right, Keep it simple, Go beyond, and Win together. More than words on a wall, these values act as guiding principles for our colleagues across all locations and at all levels. They have been embedded in everything we do, from the way we recognise our colleagues to how we set individual objectives. In line with these values, we remain passionately committed to creating a supportive and encouraging environment where all our colleagues can thrive.

Throughout the year, we further embedded our Data Ethics Charter, which we launched in 2022, to ensure responsible use of AI and data-driven technologies. We collaborate across the business to embed Privacy by Design, building data privacy considerations directly into the development of our products and processes. We have also been preparing for emerging legislation such as the UK’s Data Protection and Digital Information Act and the EU’s AI Act. Working closely with our Data Sciences & AI (“DSAI”) colleagues, the Privacy team created a blueprint for Entain’s AI Governance Framework and developed a new AI policy which will be released in 2024.

As cybercrimes continue rising globally, we are continuously improving our cybersecurity programme to protect our players from digital threats. In 2023, we introduce new security features in our products such as customer multi-factor authentication. We also reinforced our cyberattack detection processes by deploying machine-learning and AI- based systems which uncover patterns of malicious activity and block attacks before they can reach our customers. We managed to decrease the average incident response time for security events from 16 hours in 2022 to 6 hours in 2023, a decrease of 65% compared to 2022. As part of our commitment to best practice for information security. As of 31 December 2023, 80% of our operations were certified to ISO 27001. In 2024, we will continue working to embed this standard across our operations and will be looking to achieve certification for our 2023 acquisitions.

Clear and robust governance processes for each of our key ESG areas

In April 2023, Entain restructured its Board oversight of ESG issues to better manage the increasing workload of the prior ESG Committee and further embed sustainability across the Group. This new governance structure highlights the increasing importance of ESG topics for the group. You can read about our ESG governance structure on page 43.

Data Ethics Charter: Dedicated to the responsible use of AI and data.
Privacy by Design: Building data privacy considerations into products and processes.
AI Governance Framework: Blueprint for Entain’s AI governance.
Cybersecurity programme: Continuous improvement to protect players from digital threats.
- Introduction of new security features, e.g., multi-factor authentication.
- Deployment of ML and AI-based systems for threat detection.
- 65% decrease in average incident response time for security events (2022 vs. 2023).
ISO 27001 certification: 80% of operations certified as of 31 December 2023.

Entain plc Annual Report 2023 47

1 Overview 8 Strategic report 88 Governance 140 Financial statementsThe Entain Well-Me strategy is designed to help employees make positive changes to improve their physical, mental, and emotional health. Our 2022 global well- being survey, which was completed by 9,600 colleagues, helped us identify strategic priorities for the coming years. In 2023, we rolled out Workplace of Tomorrow, a mental health programme designed to give people managers the tools to support their teams and create a culture of trust and psychological safety. Developed by experts at Unmind, the training equipped our managers to have supportive conversations, giving them practical knowledge on topics such as self- care, stress and anxiety, or active listening. 94% of the Entain managers completed the course last year. 74% of them taking action with their team as a result. Our 2023 global wellbeing campaigns were tailored to boost the mental and physical wellbeing of our colleagues. The Live-Well Festival consisted of a week- long event with expert-led workshops on wellbeing and mindfulness, covering topics such as building resilience and managing stress. The festival generated over 65,000 engagements on our intranet. In November, nearly 600 colleagues joined Breaking Stereotypes Together, a live event to champion men’s mental health and share techniques for combatting stress. Looking at 2024, we are using data from our global wellbeing survey to pilot Entain’s new resilience training, The Energy Edge. The programme aims to help colleagues grow their energy and performance through a mix of text learning, bite-sized videos, and interactive activities. We will open the programme to our retail colleagues in early 2024 before opening to our global workforce. In 2023, we partnered with the McLaren F1 team on a Returnship programme, providing unique opportunities for skilled women to resume their STEM careers. Over six months, 10 career returners worked at both Entain and McLaren in roles ranging from Data Analysts to Software Developers. The placements were tailored to their experience and ambitions, and they received extensive support to ensure a successful transition back into work. We are delighted that, at the end of the returnship, most returners secured a role at Entain or McLaren. The programme received two accolades, including the Innovator of the Year at the Women in Gaming Diversity Awards.

Driving Diversity Forward with McLaren Racing

Entain plc Annual Report 2023 49
1 Overview 8 Strategic report 88 Governance 140 Financial statements

Create the environment for our people to do their best work

Environmental sustainability Corporate Governance Oversight Sustainability & Compliance Committee
Focus area 2023 Highlights
Reduce our environmental impact
* 70% global electricity from renewable sources, including over 99% in the UK through green tariffs and a 5-year Power Purchase Agreement
* 9% decrease in market-based Scope 1 & 2 emissions globally from the prior year
* Near-term and Net Zero targets submitted to the Science Based Targets Initiative (SBTi), with validation expected in 2024.
Create a sustainable value chain
* 35% of our in-scope third-party spend enrolled on the EcoVadis platform with 100% of suppliers meeting minimum sustainability requirements.
Promote grassroots, women’s and disability sports
* £250,000 invested in grassroots football via Pitching In, helping to cover the costs of training, equipment, and travel
* 100 non-league football clubs supported via Pitching In since 2020, enabled to reach their communities
Support communities where we operate
* Donating £25.4m, to support our communities.
* Fundraising £0.5m for Prostate Cancer UK and £1m for Chance for the Children via the Ladbrokes Coral Trust, funding life-saving research and treatment
Awards and accreditations:
* ISO 14001: Environmental Management across our operations in GB (shops, stadia and offices)
* B Corp certification pending completion of full assessment.

Entain plc Annual Report 2023 50
1 Overview 8 Strategic report 88 Governance 140 Financial statements

Positively impact our communities

Environmental Impact
Doing what’s right is one of Entain’s long- standing values. Whilst our greenhouse gas (GHG) emissions are relatively low compared to companies in other industries, we have an important role to play due to our size and global scale – especially given the critical and urgent importance of climate change.

We are proud to be one of the first companies in our sector to formally commit to a Net Zero target with the Science-based Targets initiative (“SBTi”), having completed the submission process in 2023 and due to be concluded in 2024.

We are committed to leading the industry on decarbonisation. We have committed to reduce our absolute scope 1 and 2 (market-based) and material Scope 3 emissions by 42% by 2027 from a 2020 base year, and 60% by 2030. We have also committed to be net zero by 2015 – reducing our Scope 1, 2 and 3 emissions by 90% by 2035, and investing in credible carbon removal projects to neutralise the remaining 10%. These targets, which follow the SBTi criteria, will see us reduce our emissions in line with a 1.5 decarbonisation pathway ahead of the UK Government’s 2050 timeline.

In 2023, our Net Zero Action Group developed and approved our new Net Zero strategy and roadmap, with clear actions and owners for each area of focus. The strategy will be cascaded across our global business and embedded within our operational plans. We have also made significant progress on our renewable electricity procurement, with continued investment in green tariffs and Power Purchase Agreements. As a result, we continue to procure over 99% of our electricity in the UK from renewable sources, which equates to 70% renewable electricity globally. We are currently looking at the viability of sourcing renewable electricity in our key markets globally.

We recognise that as a digital business, we need to understand our digital emissions. We have been collecting and analysing data from our data centre suppliers to understand the energy consumption and renewable energy purchasing of our major providers. Our most recent analysis in 2022 indicated that over 50% of our data centres are on renewable electricity contracts, and we are engaging with our providers to increase this further. We know that ambitious decarbonisation requires credible and up-to-date data to monitor and address our emissions hotspots. In 2023 we signed up to carbon accounting software that we will launch and operationalise in 2024. To increase the quality of our emissions reporting, we have also commissioned the Carbon Trust to verify our Scope 3 emissions footprint in addition to our annual scope 1 and 2 emissions verification.

Creating a sustainable supply chain
Our commitment to ethics and sustainability extends to our business partners. We want to work closely with our suppliers to support them on their decarbonisation journey and to protect human rights beyond our operations. In early 2023, we took an important step by partnering with EcoVadis, the world’s largest platform for supplier sustainability ratings. EcoVadis allows us to evaluate our key suppliers and set corrective action plans across four topics – environment, labour and human rights, ethics, and sustainable procurement. The platform also provides our suppliers with e-learning training on a self-service model.

Working with EcoVadis has been instrumental in driving our supplier engagement programme, giving us access to primary emission data from our suppliers and helping us identify those who are committed to the Science Based Targets Initiative (“SBTi”).

During 2023, we focused on onboarding our existing suppliers to the platform, enrolling and assessing over 35% of in-scope vendors. This represents £523m of third-party spend. So far, we found that our suppliers scored on average 59.6 out of 100 on EcoVadis, 13.6% higher than the benchmark. We also embedded EcoVadis in our tender process, making its sustainability assessment a mandatory requirement for all winning suppliers. We are now working with our suppliers to create corrective action plans, supporting them in improving their sustainability performance. We encourage them to set Science-based Targets, increase their use of renewable energy sources, and publish policies around Anti-Bribery and Corruption (“ABC), Modern Slavery, and Diversity, Equity and Inclusion (“DEI”). Our ambition is for 75% of our in-scope third-party spend to be assessed on EcoVadis by the end of 2025. Next year, we will start implementing our 2024-2026 Modern Slavery Strategy by conducting an extensive risk assessment of all our in-scope suppliers, mapping areas where modern slavery could be more prevalent based on factors such as purchasing category or political instability.

Looking forward, we will continue to engage with our suppliers and, when necessary, request the completion of supplier self-assessment questionnaires and plan for external on-site audits to be completed in 2025.

Promoting Grassroots, Disability and Women’s Sports
Entain is passionate about sports and understands the role it plays in society. We are proud to invest at the grassroots level, supporting amateur and professional athletes of all ages, backgrounds, and abilities to chase their dreams. The Entain Foundation supports projects across the globe that you can discover in our 2022/23 Social Impact Report. In the UK, we are proud of our long-term commitment to SportsAid, helping young British athletes aspiring to become the country’s next Olympic, Paralympic, Commonwealth, and world champions. Since 2019, Entain has helped 251 athletes with funding for training, equipment, competition costs, and personal development training. We empower a diverse cohort of sports people nationwide, with a close to even gender split, 48% of our athletes with a disability and 16% coming from ethnic minority backgrounds. By 2024, we will have donated £500,000 to SportsAid.Entain plc Annual Report 2023 51

1 Overview

8 Strategic report

Positively impact 

In the U.S., we have partnered with Oak Out Hunger Entain since 2022. The project, launched by the Charles Oakley Foundation, provides education in responsible gambling with other forms of support to underprivileged communities. The Entain Foundation U.S. sponsorship provides funding and expertise in preventing and mitigating problem gambling to the Oak Out Hunger community project. In 2023, the Entain Foundation U.S. helped fund 10,000 meals to those communities in need. If you would like to learn more about the difference we make with our partners across the globe, we invite you to review our 2022/23 Social Impact Report.

We also launched Pitching In in 2020 to support and develop grassroots sports in the UK, helping non-league clubs improve their facilities. This multi-million-pound, multi-year investment programme works with the Trident Leagues to champion their achievements and tell their stories. Pitching In has been designed from the ground up to deepen links between clubs and their local communities. We are also the founding partner of the Trident Community Fund since 2020, investing £150,000 every year to enable clubs to engage in vital community-based projects and invest in their local areas. In 2022, we unveiled the Pitching In Volunteer Hub, a unique online portal and one-stop shop for every Trident League club to connect football fans with potential volunteers. The Volunteer Hub provides a simple web-based interface where clubs can post volunteering vacancies, while fans can search for available opportunities in their preferred clubs or locations. To date, nearly 300 positions have been processed through the hub, helping to bring a vitally needed new generation of volunteers to the Pitching In clubs.

Support communities where 

As a global business, we want to positively impact local communities across the markets where we operate. Entain partners with small to large-sized charities across the globe to support the causes that are the most important to our colleagues, our customers, and our communities.

In Kenya, we partner with ComputerAid, an international charity aiming to address unequal access to technology in African countries. Our support is helping to create a Solar Learning Lab (“SLL”) in Al Huda Primary School, providing technology access to traditionally marginalised communities in South Kenya. The SLLs are shipping containers converted into  panels to generate electricity, enabling them to be deployed in remote locations. In 2023, we enabled ComputerAid to install two containers in Al Huda Primary School with 20 computer stations, 20 laptops, as well as drinking water and toilet facilities. We expect over 750 students to access this communal space in the coming months.

The Scope 3 categories included in our target are: Category 1: Purchase Goods & Services, Category 3: Fuel and Energy-related Activities, Category 4: Upstream Transportation and Distribution, Category 5: Waste Generated in Operations, Category 6: Business Travel, and Category 7: Employee Commuting.
We completed a similar risk assessment exercise in 2022 and we intend to repeat it every other year.

Entain plc Annual Report 2023 52

1 Overview

8 Strategic report



Pillar	Data point	2023	2022	2021
Lead on player protection	Number of jurisdictions outside the UK covered by the ARC TM player protection programme	27	22	-
	% contributions of GGY to RET	1%	0.75%	0.5%
	Cash and in-kind contributions towards responsible betting and gaming initiatives	£20.8m	£18.3M	£12.9m
	Customer interactions regarding problem gambling	8.7m	1.8m	2.3m
	ARC TM Interactions 2,3	7.5m	3.7m	n/a
	Customer complaints 1	3,927	4,215	4,045
Secure & trusted platform	% of revenues from domestically regulated or regulating markets	100%	100%	Nearly 100%
	Number of markets exited with no clear path to a sustainable and safe regulated betting and gaming industry	5	93
	% of Technology budget dedicated to Cybersecurity	3.2	n/a	n.a
	Number of markets exited with no clear path to a sustainable and safe regulated betting and gaming industry	£0.7m	£3.6m	n/a

Entain plc Annual Report 2023 53

Our ESG Key Performance Indicators

Pillar	Data point	2023	2022	2021
Foster an inclusive culture	Employees worldwide (headcount) 6	29,582	28,940	25,554
	Employees worldwide (FTE) 6 ,7	23,650	24,195	19,314
	Female employees 6	13,645	13,479	11,583
	% female employees 6	46%	47%	45%
	Part-time employees 6	9,968	9,754	4,328
	% part-time employees 6	34%	34%	17%
	Median hourly pay difference between male and female colleagues (Gender Pay Gap) 8	4%	3%	5%
	Mean hourly pay difference between male and female colleagues (Gender Pay Gap) 8	16%	17%	16%
	Median bonus pay difference between male and female colleagues 8	44%	39%	60%
	Mean bonus pay difference between male and female colleagues 8	65%	66%	63%
	Females in all management positions (as % of total 	37%	37%	38%
	Females in junior management positions (as a % of total 	39%	40%	40%
	Females in technical roles 9	28%	31%	30%
	Female managers in revenue generating functions 10	40%	42%	38%
	 minority background, as a percentage of UK employees that have reported their ethnicity 11	15%	14%	18%
	 ethnic minority background	7%	7%	10%
	Employee age groups: 7 <30	35%	37%	38%
	30-50	47%	46%	48%
	50+	15%	14%	14%
	Unknown	3%	3%	0%
	Employee contract types: 7 Permanent	99%	99%	98%
	Fixed-termed 12	0.1%	0.1%	1.21%
	Contractors 13	1%	1.5%	1.78%
	Customer Satisfaction 14	78%	60%	60%
	Average hours per employee of training and development 13	8.1	10.5
	Employee turnover – all	28%	36%	32%
	Employee turnover – voluntary	20%	27%	25%
	Whistleblowing incidents reported and investigated	65	51	29
	Whistleblowing incidents reported and investigated, broken down  Fraud and theft	12	5	23
	Code of conduct	32	23	12
	Procedural non-compliance	15	12	3
	HSSE	1	3	7
	HR Grievance	4	7	1
	Not provided	1	N/A	N/A
	Accidents 6	603	624	456
	Employee work-related injuries 72	72	112	117
	Employee reportable incidents 5	5	5	5
	Public work-related incidents 5	11	9
	Public reportable incidents 0	0	22
	Robberies 50	50	73	36
	Incidents of anti-social behaviour 6,137	6,137	5,979	4,216
	Incidents of assault 452	452	240	132
	Absenteeism rate 15	4%	5%	N/A
	% of internal hires 23.8	23.8	19%	N/A
	Employee engagement score 16	77%	74%	78%

Entain plc Annual Report 2023 54

Our ESG Key Performance Indicators

Pillar	Data point	2023	2022	2021
Positive impact on communities (including Streamlined Energy & Carbon Reporting Data)	Total energy consumption (kWh) 17,18 UK	124,771,815	125,026,096	110,509,736
	Rest of the world (RoW)	77,957,313	82,641,345	85,336,239
	Absolute direct emissions (scope 1) – (tCO 2 e)	5,899	4,414	3,663
	Absolute indirect emissions (scope 2, location-based) – (tCO 2 e)	27,202	26,846	24,767
	% of purchased electricity from renewable sources 19	70.3%	66.4%	67.4%
	Total GHG emissions – direct & indirect: location based (tCO 2 e) 20 UK	33,101	31,259	28,430
	RoW	14,885	15,569	18,286
	Absolute GHG emissions intensity per employee (tCO 2 e/headcount)	1.12	1.08	1.13
	Absolute indirect emissions (scope 2, market-based) – (tCO 2 e)	9,171	12,151	12,677
	Total GHG emissions – direct and indirect: market based (tCO 2 e) UK	15,071	16,565	16,340
	RoW	625	1,980	4,932
	Waste generated 21 (tonnes)	3,738	4,384	3,858
	Total Scope 3 GHG emissions (tCO 2 e) 22 Category 1: Purchased Goods & Services (EEIO methodology) 	346,051	315,550	288,524
	Category 4: Upstream Transportation & Distribution	312,603	288,524	12,100
	Category 5: Waste	15,726	12,100	6,399
	Category 6: Business Travel	7, 873	83	83
	Category 7: Employee Commuting	101	4,398	4,046
	Supplier spend £2.8bn	£2.8bn	£2.7bn	£2.1bn
	Number of suppliers	12,613	12,006	10,380

Data covers all Great Britain licenses.
Data covers all UK licenses.

  TM real-time packages and risk-based interceptors, as well as ARC TM emails. It is a count of the number of customer interactions, not at a distinct 

Data only includes self-exclusions made via Entain’s own processes (e.g., via customer services) and does not include third-party self-exclusion schemes such as, for example, GAMSTOP (National Online Self-Exclusion Scheme) and the Multi-operator Self Exclusion Scheme. This information has been obtained from Entain’s Regulatory Returns.

 

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SuperSport, Puni Broj, and Minus 5 who have left the business between 1/01/2023 and 31/04/2023.8. Data covers UK colleagues only. Data is based on a snapshot date of 5 April for the year stated, as per the requirements of the UK’s Gender Pay Gap Reporting.
* UK Gender Pay Gap Reporting.
* Gender Pay Gap Data is based on a snapshot date of 5 April for the year stated.
* Data covers UK colleagues only.

This 2023 data is based on a sample of 47% of UK-based Entain employees who have provided us with their ethnicity information. To prevent us from over or understating the ethnic diversity of our workforce, we use a methodology for our gender and ethnicity pay gap reporting that:
Is based on a sample of 47% of UK-based Entain employees who have provided ethnicity information.
Is based on a sample of 47% of UK-based Entain employees.
Is based on a sample of UK-based Entain employees.
As a percentage of the total number of employees excluding contractors.
As a percentage of the total number of employees.
Our methodology to measure customer satisfaction changed in 2023, as we stopped using email surveys and replaced them with digital pop-up surveys shared with customers whilst online.
Data covers UK retail colleagues only.
We measure employee engagement based on the results of the annual Your Voice survey. The 2023 survey was postponed to January 2024, which is the basis for the 2023 data.
Coverage of energy consumption and emissions data is 100% for the UK, and 87% globally, by employee headcount. Global and ROW energy and emissions data are scaled up based on this coverage to estimate totals across global operations. This data includes energy consumption related to both scope 1 (company vehicles, gas, and fuel) and scope 2 (purchased electricity). We have also started reporting on scope 3 emissions related to business travel and have phased out the use of all non-renewable energy sources in our owned and operated premises. The GHG emissions for 2022 have been restated to reflect the updated methodology for the UK, and all previous years will be restated to align with the 2023 report. The updated Scope 1 & 2 data will be assured to limited assurance by the Carbon Trust by the end of 2024.
We have applied a new approach to scope 1 and 2 emissions for 2023. This involved rebaselining our 2022 emissions data in line with the new approach. The updated Scope 1 & 2 data will be assured to limited assurance by the Carbon Trust by the end of 2024. We will also restate previous years according to our rebaselining policy.
Energy from renewable sources only includes electricity purchased that was actively sourced from renewables. All remaining electricity used by Entain is sourced from the local grids where we operate.
Emissions are calculated using the GHG Protocol Corporate Accounting and Reporting Standard. Consumption data has been converted to GHG emissions using 2023 BEIS emissions factors and 2023 IEA emissions factors for non-UK grid electricity. Emissions reported above are calculated using both the location-based and market-based methods, using an operational control boundary. 2021 and 2022 GHG emissions (Scope 1 & 2) data has been assured to limited assurance by the Carbon Trust based on ISO 14064-3, and our 2023 GHG emissions (Scope 1 & 2) data will be assured to limited assurance by the Carbon Trust as part of their annual assurance process.
The Board Sustainability and Compliance Committee has overseen the development of our TCFD statement and the assurance process.
Please see Table 2 on pages 60 to 61 for a full description of climate-related threats (both physical and transition) and opportunities potentially arising over the short, medium, and long term that impact the Group.
As described below, our climate-related threats and opportunities have been assessed against Entain’s ‘Impact versus Action’ matrix (see page 82). In line with our matrix, the materiality of climate-related risks on Entain was assessed by evaluating their potential impact on the Group’s financial performance, operational resilience, reputation, and our ability to achieve our strategic objectives. Climate-related threats and opportunities were mapped against three time horizons: short-term (1-3 years), medium-term (3-10 years), and long-term (10+ years). This assessment considered the potential impact of different climate scenarios (see Table 3) and time horizons (see below).

Entain plc Annual Report 2023

55 1 Overview

8 Strategic report

88 Governance

140 Financial statements

Our ESG Key Performance Indicators and opportunities (Metrics and targets – disclosure C), in particular the physical risks outlined in Table 2. These updates will be included in the 2024 Annual Report. This statement was developed by following the guidance in Section C of the TCFD Guidance Document: Implementing the Recommendations of the Task Force on Climate-related Financial Disclosures. Table 1 is structured against the four pillars of the TCFD framework: Governance, Strategy, Risk Management and Metrics and Targets. Table 2 summarises our most material climate-related risks and opportunities and their estimated impact on the Group. Table 3 outlines the climate change scenarios used in our 2022 analysis and subsequent 2023 review. 2022 scenario analysis, we reviewed our climate-related threats and opportunities to identify those that present the most significant risks and opportunities to the group. This process helped us refine our list of climate-related threats and opportunities accordingly. We continue to embed climate-related considerations into the group’s risk management framework, to ensure that we are adequately identifying and responding to the physical and transition-related risks on the Group and across our different markets. We want to further embed climate-related considerations into relevant business strategies, such as our Key Locations Strategy which determines where we will operate in the future. We will consider additional metrics and targets to monitor our climate-related threats. Over the past year, we have made progress in integrating climate-related risks into our group enterprise risk management (“ERM”) framework. In line with the ‘comply or explain’ obligation under the UK’s Financial Conduct Authority Listing Rules, the Group has adopted a phased approach to TCFD adoption, aiming for full compliance by 2024. We are currently fully compliant with the TCFD recommendations on Governance and Strategy, and partially compliant with disclosure C of the Metrics and Targets pillar. Where we are partially compliant, we continue to develop and mature our processes as outlined below. Our priority for 2023 was to start evaluating the impact of our relevant climate-related risks on the group in line with our ERM methodology as described on pages 79 to 82. Using the outcomes of our TCFD analysis, we have updated our risk appetite and tolerance levels.

Entain is a staunch supporter of the recommendations of the Task Force for Climate-related Financial Disclosures (“TCFD”), having made voluntary disclosures ahead of the FCA’s mandatory requirements for UK Premium Listed Companies. In this section, we disclose the threats and opportunities of different climate scenarios on our Group – whether these are the impacts of transitioning to a lower-carbon economy, or the adaptational impacts arising from a rapidly warming planet.

Governance

(a) Describe the board’s oversight of climate-related risks and opportunities.
FC The Entain Board is ultimately responsible for climate-related threats and opportunities, with overall ownership of this agenda sitting with our CEO. Responsibility for identifying and managing threats is delegated to the Sustainability and Compliance Committee, which is accountable for monitoring our progress against targets, and ensuring climate-related risks are adequately addressed, respectively. The Sustainability and Compliance Committee is also responsible for approving, and overseeing the implementation of, our environmental strategy. The Committee receives quarterly updates on our progress against our climate-related performance – including progress against our goals and targets – from the ESG Steering Committee (see below). In 2023, the Sustainability and Compliance Committee was briefed on climate-related issues and opportunities at four of their meetings. The Group Risk Committee, which reports to the Board, has operational responsibility for managing climate-related risks, with risk appetite and tolerance levels set by the Board and reported on by the Committee. The ERM framework provides a structured process for identifying, assessing, and mitigating climate-related risks, and ensures that appropriate resources are allocated for monitoring.

(b) Describe management’s role in assessing and managing climate- related risks and opportunities.
FC Our ESG Steering Group is responsible for assessing and managing climate-related threats and opportunities, as well as overseeing our approach to climate change as part of our wider sustainability strategy. The ESG Steering Group comprises senior leaders from across the business and reports to the Board Sustainability and Compliance Committee every quarter (see pages 42 to 43). In addition to our ESG Steering Group, we set up a Net Zero Action Group to deliver Entain’s Net Zero strategy. The Action Group convenes senior colleagues across departments to identify practical measures which can be implemented throughout our global operations to reduce greenhouse gas emissions. It reports to the ESG Steering Group every quarter.

Strategy

(a) Describe the climate-related risks and opportunities the organisation faces, and the time horizons for these risks and opportunities.
FC Please see Table 2 on pages 60 to 61 for a full description of climate-related threats (both physical and transition) and opportunities potentially arising over the short, medium, and long term that impact the Group.

As described below, our climate-related threats and opportunities have been assessed against Entain’s ‘Impact versus Action’ matrix (see page 82). In line with our matrix, the materiality of climate-related risks on Entain was assessed by evaluating their potential impact on the Group’s financial performance, operational resilience, reputation, and our ability to achieve our strategic objectives. Climate-related threats and opportunities were mapped against three time horizons: short-term (1-3 years), medium-term (3-10 years), and long-term (10+ years). This assessment considered the potential impact of different climate scenarios (see Table 3) and time horizons (see below).# TCFD Risk Management

(a) Describe the organisation’s processes for identifying and assessing climate- related risks.

All climate-related threats and opportunities are considered across the Group. We understand that climate-related threats and opportunities can have longer-term time horizons that span beyond typical enterprise risk management and business planning processes. We considered climate-related risks based on the following time horizons:
* Short (0-3 years)
* Medium (3-5 years)
* Long (5+ years)

(b) Describe the impact of climate- related risks and opportunities on the organisation’s businesses, strategy, and governance.

In Table 2, we describe the potential impact of climate-related threats and opportunities on the Group’s businesses, strategy, and governance. Addressing climate change is a key part of our strategy, and our Net Zero by 2035 commitment is an important aspect of the Sustainability enabler in our strategic framework. Delivering on this requires significant changes to the way we operate and the choices we make. Many of our strategic decisions have already been made with the climate in mind. For example:
* Continuing to invest in our green electricity tariff for the UK Retail estate, despite increasing energy costs.
* Investing in a renewable Power Purchasing Agreement (PPA) to secure renewable energy at a fixed price, mitigating against volatile energy markets.
* Increasing our price banding for our company car selection, giving a wider choice for relevant colleagues opting for hybrid and electric vehicles.

Our approach to strategic planning processes will continue to evolve as we further enhance our assessment and response to climate- related issues and further integrate climate-related risks into our day-to-day processes. Currently, the process for identifying, assessing and managing climate-related risks involves our Executive Board and key stakeholders across the business, supported by external advisors. The purpose of these workshops was to gather insights from leaders around the business on the climate-related threats and opportunities that were relevant to Entain, identifying those that required further in-depth analysis to determine their impact on our business. In these workshops, we explored three climate change scenarios outlined in Table 3, enabling the workshop participants to draw out how each would affect Entain’s ability to deliver on our strategy. The climate-related risks and opportunities identified in these workshops have been integrated into functional and divisional risk registers and they are continuously reviewed by their divisional heads.

(c) Describe the resilience of the organisation’s strategy, taking into consideration different climate- related scenarios, including a 2°C or greater scenario.

In Table 2, we describe the Group’s strategic response and resilience regarding our climate- related risks and opportunities. The risks outlined in Table 2 were developed through a series of workshops held throughout 2022 and reviewed again in 2023 against our ERM methodology. Our analysis raised risks that have not yet been deemed to be Principal Risks in and of themselves, but climate change may become a factor in affecting the impact of our current Principal Risks, and the subsequent actions required to manage those risks, both threats and opportunities. The identification and assessment of climate-related risks and opportunities are integrated into the organisation’s overall risk management.

In 2023, we wanted to further integrate these threats and opportunities into our group enterprise risk management framework and start evaluating their impact on the Group in absolute terms as well as in relation to other business risks. We convened leaders and experts from across the business to review the risks and assess them against our ‘Impact versus Action’ matrix, as described on page 82. All risks were assessed for their impact on the business and the actions required to bring those risks within Entain’s risk appetite. The impact of each risk was measured by its potential:
* Financial impact (e.g. revenue, cost, capital expenditure)
* Operational impact
* Effect on the reputation of our brands
* Whether it affects our commitment to ESG goals, and our ability to operate our business responsibly, safely and sustainably.

The impact of each risk was categorised from very low impact to very high impact. Any climate-related risks potentially having a medium or above impact on the Group is deemed as material and disclosed in Table 2. These material risks have been integrated into our functional and divisional risk registers (see disclosure C below).

(b) Describe the organisation’s processes for managing climate- related risks.

Our approach to managing climate-related risks is integrated into our overall risk management approach, as described on pages 83 to 86. The feedback from our 2022 and 2023 TCFD workshops found that our climate-related threats and opportunities do not qualify as Principal Risks but rather represent risks that are managed through the Group’s established risk management processes.

The climate-related risks and opportunities identified are integrated into functional and divisional risk registers and they are continuously reviewed by their divisional heads.

(a) Describe the organisation’s processes for identifying, assessing, and managing climate- related risks.

In 2023, we further embedded the process for identifying, assessing, and managing climate-related risks into our overall risk management and governance framework, which is outlined on pages 79 to 82. As described above, all climate-related threats and opportunities have been assessed and categorised by their potential impact on the Group. These climate-related risks and opportunities have been integrated into functional and divisional risk registers and they are continuously reviewed by their divisional heads along with other business risks on an annual basis.

TCFD Metrics and Targets

(a) Disclose the metrics used by the organisation to assess climate- related risks and opportunities and their relation to the remuneration of the highest decision-making body for strategy and risk management process.

In 2023, the Group started evaluating our climate-related threats and opportunities against Entain’s ‘Impact versus Action’ matrix, described on pages 60 to 61. The impact of each risk was measured different scenarios and timeframes by evaluating its potential:
* Financial impact (e.g. revenue, cost, capital expenditure)
* Operational impact
* Effect on the reputation of our brands
* Affect to health, safety, security, and well-being of our employees

This allowed us to evaluate the business impact of climate-related risks – from very low to very high – across three different climate scenarios. Entain also uses the following metrics to monitor its performance in managing transition risks and progress against its Net Zero target:
* Scope 1 and 2 greenhouse gas emissions
* Scope 3 greenhouse gas emissions
* Global energy consumption
* Percentage of electricity purchased on renewable energy contracts
* Water consumption (where data is available)
* Waste (where data is available)

In line with prior years, the Group will report 2023 scope 3 data within its forthcoming 2023-24 ESG Report, expected to be published in Q2 2024. At the time of reporting, climate-related metrics are not linked to remuneration. Entain does not currently have an internal carbon price.

(b) Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas (GHG) emissions, and the related risks.

The Group’s greenhouse gas emissions for 2023, 2022, and 2021, showing historical trends. We use the GHG Protocol Corporate Standard and GHG Protocol Corporate Value Chain (Scope 3) Standard as our methodology, using the ‘operational control’ boundary to disclose this information. Given the reputational risk of inaccurate reporting and the need for high-quality ESG data, we commissioned the Carbon Trust to assure our Scope 1, 2, and 3 data. Assurance of our Scope 1 and 2 information has taken place since 2019, and our Scope 3 data for 2021 and 2022 has now been completed. These assurance statements available on the Entain website.

(c) Describe the targets used by the organisation to manage climate- related risks and opportunities and performance against targets.

Our approach to managing climate-related risks and opportunities has been integrated into our overall risk management and governance framework, as detailed in the Directors’ Report and the Remuneration Committee Report on page 131, linked with customer satisfaction and safer betting and gaming. Currently, Entain does not have a climate-related target that is linked with remuneration. As described on pages 50 to 51, we have set a Net Zero by 2035 target, which is underpinned by a near-term reduction target of 29.4% in our scope 1, 2 and 3 emissions by 2027 from a 2020 baseline year. In 2023, we started quantifying the impact of climate-related threats and opportunities.# TCFD Disclosure

As a global entertainment business, Entain facilitates betting and gaming across more than 30 sports and offers betting opportunities on more than 40,000 different events in any given week. The Group's strategy is focused on delivering market-leading products and services to our customers and continuing our international growth. In response to this threat, we have incorporated physical climate-related risks into the management of our principal risks and opportunities within our Enterprise Risk Management (ERM) framework. Business continuity plans and arrangements for off-site data storage, alternative system availability and remote working for key operational colleagues and senior management have been tested to certain extents throughout the Covid-19 pandemic and continue to be subject to ongoing review. We are managing this threat by incorporating climate-related physical risks into the management of our current Principal Risk – Maintain Technology Platform Excellence. Our technology resilience is supported by robust operational procedures and business continuity plans. All critical revenue- generating systems are built to mission-critical and high availability standards with all operational data across the ecosystem protected, replicated, and safeguarded. As part of the Group’s technology strategy and objectives we are continuously enhancing our processes and making further improvements and, where necessary, to automate the Group’s full geographical disaster recovery capability. We are already addressing this threat through the decarbonisation of our operations (please refer to pages 59-62).

Table 2- Summary of our most material climate-related risks and opportunities and their estimated impact

Business Impact	Strategic Response & Resilience	1.5 o C	2 o C
Physical Risk Acute Medium-term	Threat: Disruption of live events on trading markets due to increased weather volatility and extreme weather events impacting global climate. We see the risk of this in climate scenarios where extreme weather events continue to affect society, sporting events and other events that are critical to our markets. This may manifest itself in last-minute cancellations or postponement of live events, which has the potential to negatively impact revenues.	5 – Drive Market Share 08 – execution of the Group Strategy
Physical Risk Acute Medium to Long-term	Threat: Disruption of key sites impacting operational capacity. Entain operates globally, and our climate-related physical risks will vary across our markets and global operations. There are several key sites which are critical to the day-to-day operations of the Group and where disruptions would impact our ability to provide customers with our products and generate revenues.	3 – Tech & product 5 – Drive market share 08 – execution of the Group Strategy
Physical Risk Acute Long-term	Threat: Disruption to critical digital value chain. Our operations are highly dependent on technology and advanced information systems. A disruption or interruption due to weather events in our critical digital value chain could affect trading and customer experience.	3 – Tech & product 5 – Drive market share 02 – Data Privacy and Cyber resilience 07 – Maintain Technology platform resilience 08 – execution of the Group Strategy
Physical Risk Chronic Short-term	Threat: Increased operational costs. In scenarios where global warming is most prevalent, we may see an increase in costs for cooling our infrastructure. This may have implications in terms of operating expenditure due to increased energy usage, as well as capital expenditure where new systems may need to be installed. Alternately, in a 1.5 o scenario, we may see reductions in energy costs.	4 – Energy Management 08 – execution of the Group Strategy
Physical Risk Chronic Medium-term	Threat: Increased employee absentee rates and travel disruption. In the 2 o and 3 o scenarios, our colleagues may be impacted by the effects of climate change in the medium to long term. The increase in vector-borne diseases in new locations in the long term may also impact absentee rates. Similarly, travel disruptions and increased costs of living may affect our colleagues’ ability to travel to work.		4 – Energy Management 09 – ensure Health, safety, security and well-being of employees, customers, and communities
Transition Risk Policy & Legal Short-term	Threat: Increased regulatory requirements to disclose our climate impacts and demonstrate progress against our targets. This risk is particularly relevant to our strategy to grow in key markets, notably our BetMGM and US strategic priority, where operations in these markets may require further compliance with climate-related reporting regulations. This may lead to increases in costs of compliance, such as external assurance costs, and penalties for non-compliance.	2 – Key Markets 4 – Energy Management
Transition Risk Market Long-term	Threat: Changing Customer Behaviour. In the 2 o and 3 o scenarios, reducing crop yields and supply chain shocks may increase the cost of living in the short to medium term. This may reduce the income available to our customers to spend on entertainment. In addition, more extreme weather events may lead to changes in how customers engage with our products. For example, we may experience a decrease in the footfall of customers travelling in person to our shops. We could also notice an increase in customers receiving entertainment within the home, with a positive impact on our digital business and ability to attract new audiences. We don’t anticipate this threat to materialise in the short to medium-term. Furthermore, our access to both the online and retail markets mitigates the threat of a reduced footfall in our shops as we can offer our products to customers directly in their homes. We will continue to monitor changes in customer preferences and spend, and consider this in our investment and expenditure decisions when considering the location of our shops.	1 – Portfolio Review 5 – Drive market share
Transition Risk Technology Reputation Short to Medium-term	Threat: Uncertainty in the availability and pricing of low-carbon solutions. As part of our decarbonisation process. It remains uncertain how the wider economy will respond to climate change, and therefore the availability and pricing of low-carbon solutions. In the 2 o and 3 o scenarios, the availability of low-carbon alternatives would be lower. This has the potential for lower availability of these products and services, in turn leading to increased costs for reaching our net zero target. Our suppliers may face similar challenges and fail to support our Net Zero commitment, impacting our ability to decarbonise our business within the timeline we set. This would have follow-on reputational risks to the Group. In the longer term, we also see a risk due to price uncertainty in credible carbon removals that will be required to mitigate any of our residual emissions to achieve our Net Zero target in 2035, in line with the Science Based Targets Initiative (SBTi)’s Net Zero Standard.	4 – Energy Management
Opportunity Products	Opportunity: Sustainability Leadership. In a 1.5 o scenario, where there is immediate and rapid decarbonisation, we anticipate ambitious decarbonisation commitments from our suppliers and greater availability of lower-emissions products and services at scale, reducing the costs required to deliver our net-zero strategy. This presents Entain with an opportunity to lead in the provision of sustainable products and services to our customers, enhance our brand reputation and talent attraction, and continue to meet our 2035 ambition.	06 – Attracting and retaining key talent

Key: Low Medium High Very High# Entain plc Annual Report 2023

TCFD

Engaging with stakeholders

In addition, the Remuneration Committee assesses the overall performance of the Group, including progress against its responsible betting and gaming ambitions as well as delivery against its Environmental, Social and Governance (“ESG”) strategy to support decision making on remuneration outcomes. To ensure that the Group continues to operate in line with good corporate practice, Directors as part of their induction receive training on the scope and application of Section 172 to ensure that they are aware of how a Board, in its decision making, must consider its stakeholders.

Our approach

The Board believes in the importance of engaging in effective communication with all of its stakeholders. Depending on the nature of the issue in question, the relevance of each stakeholder group may vary and not every decision the Board makes will necessarily result in a positive outcome for every stakeholder. At each meeting the Board ensures that the process of considering its stakeholders is embedded in papers it receives to enable it to discharge its duties. The Board monitors the progress and delivery of strategic initiatives through metrics reported in meetings. Section 172 of the Companies Act 2006 imposes a general duty on Directors to act in a way that they consider, in good faith, to most likely promote the success of the Company as a whole. The Directors in setting policies and strategies continue to have regard to the interests of the Group’s employees, shareholders, investors, suppliers, customers and regulators, including the impact of its activities on the community and on the Group’s reputation. These factors underpin the way in which the Directors discharge their duties and the Board is cognisant of the need to engender strong relationships with all stakeholders to help the Group deliver its strategy and support its long-term values including sustainability. The Board recognises the importance of effective governance and operates in line with the UK reporting regulations. The information below should be read in conjunction with the rest of the Strategic Report.

Colleagues

In order to gather feedback from colleagues around the Group, Board members participated in a number of virtual and face-to-face employee events in 2023. More than 80% of colleagues from our major employment locations. These Forums are a vital component of our employee listening and engagement strategy, enabling our people to discuss how their teams connect with the company purpose, strategy and values, as well as discussing topics that impact them and their colleagues. Virginia McDowell, Chair of both the Sustainability & Compliance and the Remuneration Committees, is our appointed Designated Workforce Director, a position she has held since 2019. Virginia is a regular attendee at Employee Forums, enabling her to provide the Board and its Committees with informed feedback and insight into the realities of everyday working life at Entain. Virgina McDowell and Rahul Welde (Independent Non-Executive Director) attended both the National Forum AGM and the Global Engagement Conference in 2023. In addition, we regularly hold hybrid virtual and physical ‘townhall’ meetings through which our CEO, Board Directors and senior management provide updates and dialogue with our colleagues. Twelve such hybrid townhall meetings were held across our operational and key business locations In 2023. We believe that by encouraging and supporting a diverse workforce where individuals can thrive and success no matter their background, is the best way maximise our talent pool and better represent our global customer-base. We do not discriminate on the basis of age, disability, gender or gender reassignment, pregnancy or maternity, race, religion or belief, sexual orientation or marital status. Read more: pages 53 to 57

64 Entain plc Annual Report 2023

1 Overview

8 Strategic report

88 Governance

140 Financial statements

Shareholders

Our engagement with shareholders is vital to understanding their perspectives on our strategy, performance and sustainability objectives. The Group undertakes regular conference calls and webcasts with our investors and group calls, publication of the Annual Report, dedicated ESG Report, press releases and Stock Exchange announcements. In 2023, the Group conducted a webcast and investor roadshow with over 60 investors, including a number of active engagement and ESG-focused funds, to explore key areas such as growth drivers, our market leading M&A strategy and sustainability. In addition to these meetings and conferences, as well as the usual trading and results announcements calendar, the Group also held four shareholder events throughout the year. These included a detailed business and strategy update held In November 2023; two updates on the performance of the Group’s BetMGM joint venture and; Entain Sustain, a virtual showcase and presentation of the Group’s refreshed sustainability strategy in December. The Board receives feedback on shareholder views through a variety of channels, including regular meetings throughout the year between shareholders, our Chairman and executive management. In addition to providing the Board with updates on shareholder discussion topics as part of its regular Board reports, over the past year the investor relations team conducted three feedback and audit exercises to enable us to better address investors views based on a number of satisfaction and perception surveys. The Group has seen a positive reaction to our engagement strategy and our proactive approach to ESG. The quantitative analysis and qualitative feedback were presented to the Board during the year. The audits showed positive progress in investor engagement through the year with Entain performing more positively than the benchmark in all measures. In addition, Board members listen in to results and trading updates held by the Group for analysts and institutional investors and can hear directly the questions and comments on Company performance and are able to provide feedback and commentary on the Company throughout the year.

Customers

Our customers’ interests range from product availability, ethical behaviour, service, pricing and promoting responsible attitudes to betting and gaming.

Certainty. We are also actively engaging with our suppliers on decarbonisation, with an initial focus on these 19 suppliers who represent over a third of our scope 3 emissions. Our new partnership with Siemens, who provide emissions reporting software, is a further step in our sustainability journey and will help us to measure and manage our scope 1, 2 and 3 emissions more effectively. We have partnered with a number of other suppliers to support them on their decarbonisation journeys, and this will continue to grow as we progress with our strategy. Whilst the price of offset is not a threat for the Group in short to mid-term, we will continue to monitor carbon markets and carbon removal standards developments. Entain has the necessary strategy and governance in place to seize this opportunity. Decarbonisation is a central part of our ESG Strategy. We are committed to achieve Net Zero emissions by 2035 and are now focused on achieving our near-term science-based target. We have committed to a reduction of 29.4% in our scope 1, 2 and 3 emissions by 2027 from a 2020 baseline year. This has been submitted to the Science-based Targets initiative to ensure our journey to decarbonisation is in line with limiting global warming to 1.5 o , as per the Paris Agreement. Our Net Zero Action Group, which meets quarterly, is accountable for delivering our Net Zero targets and reports to board-level Sustainable & Compliance Committee. Please refer to page 43 for more details.

Table 3 – Entain’s Climate Change Scenarios

The three scenarios used in identifying Entain’s climate-related threats and opportunities have been tailored for the group, based on a combination of evidence and sources, primarily provided by the Intergovernmental Panel on Climate Change (IPCC), the International Energy Agency (“IEA”), and the Principles for Responsible Investment (PRI).

Scenario	Basis	Description
1.5°C	PRI IPR: 1.5°C Required Policy Scenario	Action taken has achieved the aims set out in the 2015 Paris Agreement to limit climate change rise to below 1.5°C of pre-industrial levels, but with significant shifts in energy usage and lifestyle choices.
2.0°C	PRI IPR: Forecast Policy Scenario	Not much has changed from today. Some action has been taken, but it’s very much business as usual. Uncertainty increases and impacts of a changing climate manifest themselves in vulnerable parts of the world.
3.0°C	PRI IPR:	Economies around the world have continued to be powered by fossil fuels. As a result, the planet reaches a point where it is in crisis and well past the point of no return by 2030. Global warming has accelerated and changes in climate are all around, tangible and, in some cases, catastrophic.

Key: Low, Medium, High, Very High# Entain plc Annual Report 2023

1 Overview

Engaging with stakeholders

Customers

The Group, as part of its commitment to safer betting and gaming, engages through initiatives focused on responsible gaming. Our industry-leading ARC™ safer betting and gaming programme was developed in recognition of the importance of tailoring our approach to the individual customer and providing them with the protection and assurance which they should expect from us. Read more: pages 43 to 52

Suppliers

As part of the three-year modern slavery statement, and following guidance from the UN Guiding Principles on Business and Human Rights, we will make necessary disclosures in our supply chain which include customer and creditor payment policies. As part of our approach to ensuring a responsible supply chain, last year engaged EcoVadis, the world’s largest platform for supplier sustainability ratings. The EcoVadis platform enables us to evaluate our key suppliers and set corrective action plans across four topics – environment, labour and human rights, ethics, and sustainable procurement. Our supplier interests range from fair trading, payment terms, success of the business and long-term partnerships. The Group engages with suppliers by direct engagement, supplier conferences and corporate responsibility and ethics reporting. The Board in its duties receives regular reporting on retail performance and modern slave. Read more: page 55

Our Communities

Entain has committed to investing £100m in a range of initiatives and good causes in areas including safer betting and gaming measures, investment in grassroots sport, reducing environmental impact, diversity in technology and projects with a clear link to our local communities.

The Group’s Pitching In grassroots sport investment programme, through which the Entain Foundation supports The Trident Leagues in the UK, made up of 248 clubs at the heart of England’s non-league football pyramid. The Foundation also supports a number projects to promote diversity in and through technology and partnered with ComputerAid and the Turing Trust in 2023 to deliver community hubs in sub-Saharan Africa.

The Company provides a comprehensive update to stakeholders through the publication of both annual ESG report and annual Social Impact Report. The Board has overall oversight of corporate responsibility planning and reporting as well as involvement in corporate affairs strategy which is delegated to the Sustainability and Compliance Committee. The Sustainability and Compliance Committee is advised by the executive ESG Steering Group and also works with external consultants which assist the operational units and review the environmental and social performance data.

Regulators

Engagement with regulators on an open and regular basis helps us to ensure that each of them understands our business and its contribution to the economy and society. This engagement is core to our ability to operate legally and in a fair manner and maintain our social licence to operate. We engage with a broad range of stakeholders including regulators, investors, trade associations, safer betting and gaming charities and customers. This engagement is core to our ability to achieve our strategic objectives and contribute positively to the communities in which we operate.

"We are committed to working closely with regulators to ensure that they are fully informed about our operations and our commitment to responsible gaming and corporate governance. We believe that open and regular dialogue is essential for building trust and ensuring that we continue to operate in a way that benefits all our stakeholders."

What are their expectations?

Providing an enjoyable and safe leisure experience.
Making sure we operate legally and in a fair manner.
Minimising harm and maximising player protection.
Ensuring that we protect the young and the vulnerable.
Reducing crime and unlawful behaviour.

Ongoing dialogue with regulators, domestic and international trade associations and local authorities.

Responding to the UK Government’s Review of the 2005 Gambling Act.
Numerous face-to-face meetings bilaterally or as part of industry meetings.
Quarterly meetings, at a minimum, between the UK Gambling Commission and senior members of Entain’s leadership team.
Detailing governance, risk management and safer betting and gaming strategies through submission to the UK Gambling Commission Annual Assurance Statement process.
Partnerships with the GB Health & Safety Executive.
Engagement with the Nevada Gaming Commission’s Compliance Committee
Formal meetings with our regulators in Gibraltar, Malta, the US and our other global regulated jurisdictions.
Engage with the Department of Justice in Ireland as it implements new Anti-Money Laundering regulations.
Respond to formal regulatory consultations including most recently the call for evidence on affordability by the UK Gambling Commission and RG consultations in Spain and Sweden.
e-betting and gaming international workshops in Spain, annual industry meeting in Denmark and the ‘Licensing information session’ in Germany.
Suspicious activity disclosed to relevant national bodies and membership of industry bodies such as the Remote Gambling Association.
Engagement with regulatory authorities in regulating markets via local associations and advisors in the run up to licensing (eg Finland, Brazil).

88 Governance

140 Financial statements

Chief Financial Officer’s Review

Financial Performance Review

Group Year Ended 31 December

Results 1	2023 £m	2022 £m	Change %	CC 2 %
NGR	4,833.1	4,348.9	11%	11%
VAT/GST	(63.5)	(52.0)	(22%)	(29%)
Revenue	4,769.6	4,296.9	11%	11%
Gross profit	2,907.0	2,714.7	7%
Contribution 4	2,279.4	2,128.9	7%
Operating costs excluding marketing costs	(1,271.5)	(1,135.7)	(12%)
Underlying EBITDA 5	1,007.9	993.2	1%
Share based payments	(21.7)	(19.2)	(13%)
Underlying depreciation and amortisation	(301.5)	(238.1)	(27%)
Share of JV (loss)/income	(42.9)	(194.1)	78%
Underlying operating profit 6	641.8	541.8	18%

Results 1: NGR and Revenue increased by +11% versus 2022 (+11%cc 2 ), with proforma 3 growth in Retail and the benefit of acquisitions more than offsetting a -3%cc 2 proforma 3 decline in Online NGR, as we continue to face regulatory headwinds in both the UK and Germany and experienced soft trading in

Financial Highlights: Group

NGR (excluding US) up +11% (+11%cc 2 ), -2% on a proforma basis
Online NGR up +12% (+12%cc 2 ) in 2023, -3% on a proforma basis
- Excluding regulatory impacts, underlying proforma Online NGR growth of +3%cc 2
- Record level of Online active customers, +23% YoY, +10% proforma
Retail NGR up +9% (+8%cc 2 ), proforma +2%cc 2 , reflecting the acquired shops in New Zealand and Poland, and the continued strength of the retail estate
BetMGM delivered a strong performance through the year
- 2023 NGR of $1.96bn, +36% year on year at the top end of expectations
- 14% market share in sports betting and iGaming in the markets where BetMGM operates
- Positive EBITDA for H2 2023
Group profit after tax before separately disclosed items was £339.1m (2022: £223.9m)
Group loss after tax was £878.7m (profit of £32.9m), reflecting the DPA settlement and impairment charges related to Australia point of consumption tax increases and portfolio optimisation
Net debt of £3,290.9m (2022: £2,749.8m) and leverage of 3.3x (3.1x proforma)
Adjusted diluted EPS of 44.2p (2022: 60.5p)
Second Interim Dividend of 8.9p per share announced, bringing the total dividend for the year to 17.8p per share

Financial Results and the use of non-GAAP measures

The Group’s statutory financial information is prepared in accordance with International Financial Reporting Standards (“IFRS”) and IFRS Interpretations Committee (IFRS IC) pronouncements as adopted for use in the European Union. In addition to the statutory information provided, management have also provided additional information in the form of constant currency², proforma³, Contribution⁴ and EBITDA⁵ as these metrics are industry standard KPIs which help facilitate the understanding of the Group’s performance in comparison to its peers. A full reconciliation of these non-GAAP measures is provided within the Income Statement and supporting memo.

The Group’s objective is to provide a balanced view of its performance by presenting statutory results alongside additional non-GAAP measures.

The Group presents its results under IFRS and also provides the following additional measures which are not defined by IFRS:

Proforma 3: This measure presents the Group’s results as if the current year acquisitions had been acquired at the beginning of the period presented. This includes £1,000m of acquisitions during 2023.

1 Results are presented for the year ended 31 December 2023 and 2022.
2 Constant currency growth rates are calculated by re-translating prior year results at the current year’s average exchange rates.
3 Proforma information includes the impact of acquisitions and disposals as if they had occurred at the start of the reporting period.
4 Contribution is defined as revenue less direct operating expenses, excluding marketing costs.
5 EBITDA is defined as earnings before interest, tax, depreciation and amortisation.
6 Underlying operating profit is profit before interest, tax, and amortisation of acquired intangibles and any fair value adjustments.# Chief Financial Officer’s Review

Results

Australia and Brazil. Total Online NGR was +12% ahead of 2022 whilst Retail NGR was +9% ahead. Contribution 4 in the year of £2,279.4m was +7% higher than 2022 reﬂecting the increase in NGR, offset by a reduction in contribution margin of -1.8pp, due to territory mix, increased taxation in Australia and the reclassiﬁcation of certain content costs in Retail to cost of sales rather than operating costs, following the move to a revenue share arrangement. Operating costs were 12% higher due to the impact of acquisitions (8pp), FX (1pp) and underlying inﬂation, including wage rate and energy price inﬂation, partially offset by the reclassiﬁcation of costs to cost of sales. Resulting in underlying EBITDA5 of £1,007.9m, +1% higher than 2022. Share based payment charges were £2.5m higher than last year, while underlying depreciation and amortisation was 27% higher, reﬂecting the impact of businesses acquired in the year (14pp), the annualisation of prior year acquisitions and continued investment in the business. Share of JV losses of £42.9m includes an operating loss of £42.0m relating to BetMGM (2022: £193.9m), which was in line with expectations. Group underlying operating proﬁt 6 was +18% ahead of 2022. After charging separately disclosed items of £1,286.5m (2022: £213.2m), Group operating loss was £644.7m (2022: proﬁt of 328.6m).

Online

Year Ended 31 December

Results 1	2023 £m	2022 £m	Change %	CC 2 %
Sports wagers	13,724.5	14,090.5	(3%)	(2%)
Sports margin	13.7%	12.9%	0.8pp
Sports NGR	1,531.0	1,443.7	6%	7%
Gaming NGR	1,837.6	1,576.9	17%	15%
B2B NGR	57.9	29.9	94%	90%
Total NGR	3,426.5	3,050.5	12%	12%
VAT/GST	(59.9)	(52.0)	(15%)	(21%)
Revenue	3,366.6	2,998.5	12%	12%
Gross proﬁt	1,980.1	1,829.6	8%
Contribution 4	1,369.8	1,254.2	9%
Contribution 4 margin	40.0%	41.1%	(1.1pp)
Operating costs excluding marketing costs	(512.4)	(426.0)	(20%)
Underlying EBITDA 5	857.4	828.2	4%
Share based payments	(7.3)	(7.8)	6%
Underlying depreciation and amortisation	(160.2)	(118.3)	(35%)
Share of JV (loss)/income	(1.4)	(0.2)	(600%)
Underlying operating proﬁt 6	688.5	701.9	(2%)

Annual Report 2023 70

1 Overview

88 Governance

140 Financial statements

Chief Financial Ofﬁcer’sReview

Results

1 : Whilst there is underlying momentum in a number of our key markets, regulatory headwinds in the UK and Germany, as well as weaker trading in Australia and Brazil, impacted NGR performance in 2023. Resulting proforma3 Online NGR was down -3%cc 2 in the year but, with the beneﬁt of acquisitions total Online NGR was +12%cc 2 ahead of 2022. Whilst proforma 3 NGR was down year on year, actives grew +10% year on year on a proforma 3 basis, emphasising the ongoing attraction of our brands to our customers. In the UK, we continue to absorb the impact of regulatory changes and as a result NGR was down -6%. Excluding the impact of these regulatory headwinds, we estimate that underlying NGR was +4% ahead of 2022, while actives were +18% higher than the same period last year. In Italy, constant currency 2 NGR was +3% ahead of 2022. Whilst our brands, along with the rest of the market, lost online market share to one of the leading operators during 2023, our omni-channel offering continues to resonate with customers with combined Online and Retail NGR +63%cc 2 ahead of pre-Covid levels. Local market conditions in Australia have been challenging during 2023 leaving year on year NGR -6% down on a constant currency 2 basis. Whilst we expect trading to remain challenging in 2024, we remain conﬁdent in our strategy focusing on brand differentiation, newand innovative products and the customer experience. In Germany, whilst we have seen some non-compliant operators exit the market, the continued lack of robust regulatory enforcement as well as new regulation last Summer continues to impact the business. Resulting NGR in 2023 was -26% behind 2022 on a constant currency 2 basis, primarily driven by lower spend per head. Whilst we received our gaming licences in November 2022, it is disappointing that we are still yet to see the level of enforcement action that is needed in this market to combat unlicensed operators and ensure customers are protected. In Brazil, we continue to see a ﬁercely competitive market ahead of regulation with a signiﬁcant increase in the amount spent on marketing by various operators. Whilst we were initially slow to react to changes in the market, we are conﬁdent that following a change in our regional leadership we now have the team and localised expertise needed to regain share in this exciting growth market, an opportunity that our 365Scores acquisition will help us further leverage. NGR in Brazil was -14%cc 2 behind the prior year. Georgia NGR was +7%cc 2 ahead of 2022 on a constant currency2 basis, with our Crystalbet brand performing strongly following the implementation of new regulation in the prior year. Following a strong 2023, our Crystalbet brand continues to be the market leader in Georgia. In the Baltics , proforma 3 NGR was +3%cc 2 ahead of 2022 despite high inﬂation rates in the region. Our brands remain resilient despite the economic pressures in the Baltic states and we continue to attract more customers each year with proforma3 actives +13% ahead of 2022. Our Entain CEE business continues to perform well with proforma 3 NGR +13%cc 2 ahead year on year. NGR in our SuperSport business in Croatia was +29%cc 2 ahead of 2022 (proforma 3 ) maintaining its position as the market leader. NGR in our recent acquisition in Poland, STS, was ﬂat year on year with c4%cc 2 growth to the end of Q3 offset by poor margins in October. NGR in our newly acquired New Zealand business was £84.7m in 2023, slightly ahead year on year on a proforma 3 basis. Contribution 4 margin of 40.0% was in line with guidance but 1.1pp behind 2022 due to territory mix and the impact of additional taxation in Australia which was implemented in H2 of 2022. Operating costs were 20% higher than 2022 with recent acquisitions driving 16pp of the increase and FX 1pp with the remaining 3pp due to underlying inﬂation offset by the initial beneﬁts from Project Romer. Underlying EBITDA 5 of £857.4m was +4% ahead of 2022, albeit ﬂ at year on year excluding the beneﬁt of TAB NZ accounting treatment to 2023, reﬂecting the contribution 4 from acquired businesses offset by the decline in proforma 3 NGR and 1.1pp reduction in contribution margin. Resulting underlying operating proﬁt 6 of £688.5m was £13.4m behind 2022 with depreciation and amortisation of £160.2m, £41.9m higher than 2022, half of which is a result of the impact of new acquisitions, including annualisation of those in the prior year, with the remainder of the increase due to recent investment in our technology and product. After charging separately disclosed items of £481.1m (2022: £114.0m), operating proﬁt was £207.4m (2022: £701.9m).

Retail

The Retail business is made up of our Retail estates in the UK, Italy, Belgium, Croatia, New Zealand, Republic of Ireland and Poland.

Year Ended 31 December

Results 1	2023 £m	2022 £m	Change %	CC 2 %
Sports wagers	4,341.7	3,827.3	12%	11%
Sports margin	18.9%	18.3%	0.6pp
Sports NGR/Revenue	813.0	705.2	15%	14%
Machines NGR/Revenue	573.7	572.6	0%	0%
NGR	1,386.7	1,277.8	9%	8%
VAT/GST	(3.6)	–––
Revenue	1,383.1	1,277.8	8%	8%
Gross proﬁt	900.2	860.0	5%
Contribution 4	890.3	852.1	4%
Contribution 4 margin	64.2%	66.7%	(2.5pp)
Operating costs excluding marketing costs	(606.1)	(571.9)	(6%)
Underlying EBITDA 5	284.2	280.2	1%
Share based payments	(2.4)	(2.3)	(4%)
Underlying depreciation and amortisation	(132.1)	(112.4)	(18%)
Share of JV income	–	–	–––
Underlying operating proﬁt 6	149.7	165.5	(10%)

Results : Our Retail businesses continue to show the strength of their offer and customer appeal with 2023 Revenue and NGR both +8%cc 2 ahead of 2022 and proforma 3 NGR +2%cc 2 ahead. In the UK, NGR was +2% ahead of 2022 on a LFL 7 basis, with strong performance across both sports and gaming. Our strong underlying performance continues to be driven by an ongoing focus on market leading content for our gaming machines and betting terminals with both providing a proposition akin to the digital offering but combined with the in-shop experience that cannot be replicated online. NGR in Italy was up +16% on a constant currency 2 basis with a number of enhancements to our offering and the customer experience including cash-out, reduced minimum bet sizes and continuous development of our SSBT proposition driving greater customer engagement. Proforma3 NGR in Croatia grew at +14%cc 2 year on year further enhancing our market leading position and reﬂecting our program of improvements to the customer offer, including the introduction of a loyalty scheme and enhanced sports content. In Belgium, NGR was up +10%cc 2 with Ireland NGR +1%cc 2 ahead year on year. Our newly acquired Retail businesses in Poland and New Zealand contributed £40.4m of NGR during 2023. Contribution 4 of £890.3m was +4% ahead of 2022 with contribution 4 margin falling by 2.5pp due to territory mix and the impact of certain content costs (1pp) which are now classiﬁed as cost of sales rather than operating costs as they move to revenue share arrangements from ﬁxed fees. Operating costs were 6% higher than in 2022 with the impact of acquisitions (5pp) and inﬂation, including wage rate and energy price inﬂation, more than offsetting the beneﬁt of costs which are now classiﬁed within cost of sales. Resulting underlying EBITDA 5 of £284.2m was £4.0m ahead of 2022. Depreciation of £132.1m was £19.7m higher than 2022, largely due to the impact of acquisitions and the continued investment in our retail estates.

 Annual Report 2023 71

140 Financial statements# Chief Financial Officer’s Review

Results

New Opportunities

Year Ended 31 December Results
| | 2023 £m | 2022 £m | Change % |
| :------------------------------------- | :------ | :------ | :------- |
| Underlying EBITDA | (29.3) | (29.1) | (1%) |
| Share based payments | (0.7) | (0.3) | (133%) |
| Underlying depreciation and amortisation | (5.7) | (4.5) | (27%) |
| Share of JV (loss)/income | (1.5) | (0.4) | (275%) |
| Underlying operating loss | (37.2) | (34.3) | (8%) |

New Opportunities underlying costs of £29.3m were 1% higher than 2022 with increased start-up marketing costs in our Unikrn brand offset by reduced costs associated with our innovation programme. Unikrn has now been closed as a B2C operation and development of our e-Sports wagering offering is now focused on our existing labels. After depreciation and amortisation and share of JV loss, New Opportunities underlying operating loss was £37.2m, an increase in losses of £2.9m on 2022 and, after charging separately disclosed items of £44.3m (2022: £nil), was a loss of £81.5m, £47.2m more than in the prior year.

Other

Year Ended 31 December Results
| | 2023 £m | 2022 £m | Change % | CC 2 % |
| :--------------------- | :------ | :------ | :------- | :----- |
| NGR/Revenue | 26.7 | 25.1 | 6% | 6% |
| Gross profit | 26.7 | 25.1 | 6% | |
| Contribution | 26.3 | 25.0 | 5% | |
| Operating costs excluding marketing costs | (21.0) | (20.1) | (4%) | |
| Underlying EBITDA | 5.3 | 4.9 | 8% | |
| Share based payments | – | – | – | |
| Underlying depreciation and amortisation | (2.7) | (2.7) | – | |
| Share of JV income | 2.0 | 0.4 | 400% | |
| Underlying operating profit | 4.6 | 2.6 | 77% | |

NGR of £26.7m was 6% higher than 2022 driven by additional income in our greyhound stadia with 2022 impacted by adverse weather. Underlying EBITDA of £5.3m was an increase of £0.4m on 2022, with the additional NGR offset by increased overheads associated with the aforementioned increase in number of meets. Underlying operating profit of £4.6m was £2.0m ahead of last year and after charging separately disclosed items of £nil (2022: £0.7m) was £2.7m ahead of 2022.

Corporate

Year Ended 31 December Results
| | 2023 £m | 2022 £m | Change % |
| :------------------------------- | :------- | :------- | :------- |
| Underlying EBITDA | (109.7) | (91.0) | (21%) |
| Share based payments | (11.3) | (8.8) | (28%) |
| Underlying depreciation and amortisation | (0.8) | (0.2) | (300%) |
| Share of JV loss | (42.0) | (193.9) | 78% |
| Underlying operating loss | (163.8) | (293.9) | 44% |

Corporate underlying costs of £109.7m were £18.7m higher than last year driven by increases in our contributions to Research, Education and Treatment, including GambleAware, increased legal costs and ongoing investment in our governance policies and procedures. After share based payments, depreciation and amortisation and share of JV losses, Corporate underlying operating loss was £163.8m, a decrease of £130.1m. The share of JV loss of £42.0m relates to BetMGM. After charging separately disclosed items of £737.2m (2022: £41.1m), the operating loss was £902.0m versus £335.0m in 2022.

Statutory Performance Review

Year Ended 31 December Results
| | 2023 £m | 2022 £m | Change % | CC 2 % |
| :--------------------------------------------- | :-------- | :-------- | :------- | :----- |
| NGR | 4,833.1 | 4,348.9 | 11% | 11% |
| Revenue | 4,769.6 | 4,296.9 | 11% | 11% |
| Gross profit | 2,907.0 | 2,714.7 | 7% | |
| Contribution | 2,279.4 | 2,128.9 | 7% | |
| Underlying EBITDA | 1,007.9 | 993.2 | 1% | |
| Share based payments | (21.7) | (19.2) | (13%) | |
| Underlying depreciation and amortisation | (301.5) | (238.1) | (27%) | |
| Share of JV loss | (42.9) | (194.1) | 78% | |
| Underlying operating profit | 641.8 | 541.8 | 18% | |
| Net underlying finance costs | (229.4) | (84.7) | | |
| Net foreign exchange/financial instruments | 32.5 | (135.3) | | |
| Profit before tax pre separately disclosed items | 444.9 | 321.8 | | |
| Separately disclosed items: | | | | |
| Amortisation of acquired intangibles | (254.6) | (116.9) | | |
| Recognition of HMRC settlement liability | (585.0) | – | | |
| Other | (447.9) | (102.0) | | |
| (Loss)/profit before tax | (842.6) | 102.9 | | |
| Tax | (36.1) | (70.0) | | |
| (Loss)/profit after tax from continuing activities | (878.7) | 32.9 | | |
| Discontinued operations | (57.8) | (13.4) | | |
| (Loss)/profit after tax | (936.5) | 19.5 | | |

NGR and Revenue Group NGR and revenue were +11% ahead of last year and the same on a constant currency basis, with Online NGR +12% and Retail NGR +9% year on year. Further details are provided in the Financial Performance Review section.

Underlying operating profit The Group reported underlying operating profit of £641.8m, +18% ahead of 2022 (2022: £541.8m). Underlying EBITDA was +1% ahead, with the increase in revenue offset by additional taxes, particularly in Australia, and increased operating costs largely associated with acquired businesses and inflation. Depreciation and amortisation was -27% higher than 2022 driven by depreciation on acquired businesses as well as on our recent investment in product and technology. The Group’s share of BetMGM losses in the period were £42.0m, £152.1m lower than 2022 as the business continues on its path to profitability. Analysis of the Group’s performance for the period is detailed in the Financial Performance Review section.

Financing costs Underlying finance costs of £229.4m excluding separately disclosed items of £1.0m (2022: £5.7m) were £144.7m higher than 2022 driven by interest on the Group’s new $1bn USD term loan, which was raised in Q4 of 2022, increased drawdowns on the Group’s RCF and the impact of the increase in global interest rates. Net gains on financial instruments, driven primarily by a foreign exchange gain on re-translation of debt related items, were £32.5m in the period (2022: £135.3m loss). This gain is offset by a foreign exchange loss on the translation of assets in overseas subsidiaries which is recognised in reserves and forms part of the Group’s commercial hedging strategy.

Separately disclosed items Items separately disclosed before tax for the year amount to £1,287.5m (2022: £218.9m) and relate to the Deferred Prosecution Agreement (“DPA”) with the Crown Prosecution Service of £585.0m (2022: £nil), £254.6m of amortisation on acquired intangibles (2022: £116.9m), corporate transaction costs of £17.8m (2022: £23.9m), restructuring costs, including the initial costs of Project Romer, of £49.7m (2022: £11.8m) and legal and onerous contract costs of £17.6m (2022: £8.1m) primarily relating to the legal costs associated with the HMRC investigation. The Group also recorded a £1.0m loss on disposal of assets (£2022: £1.0m), £71.8m on movements in fair value of contingent consideration (2022: £1.0m income), primarily relating to discount unwind on Tab NZ consideration, and £1.0m in financing costs (2022: £5.7m). In addition, the Group has also recognised an impairment charge of £289.0m during the current year (2022: £7.0m) with impairments recognised against our Australian business of £190.0m, our closed B2C operations in Unikrn and Africa of £78.1m, and smaller impairments against our ROI Retail business, closed shops and offices in the UK and our Totolotek business in Poland of £20.9m. The charge which has arisen in the Group’s Australian CGU is a result of the impact of ongoing increases in the rate of Point of Consumption tax across certain states and a forecast decline in Australian revenues in 2024 as a result of a reduced market outlook.

Our Australian business continues to be profitable and strategically important. Post the annualisation of the tax increases and stabilisation of local market conditions, we expect our Australian business to return to growth. During the prior year, the Group also recognised a £45.5m charge in respect of the repayment of amounts received under the Governments Covid Furlough scheme.

Separately disclosed items
| | 2023 £m | 2022 £m |
| :--------------------------------------- | :-------- | :-------- |
| Legal settlement | (585.0) | – |
| Amortisation of acquired intangibles | (254.6) | (116.9) |
| Impairment | (289.0) | (7.0) |
| Corporate transaction costs | (17.8) | (23.9) |
| Restructuring costs | (49.7) | (11.8) |
| Legal and onerous contract costs | (17.6) | (8.1) |
| Loss on sale of assets | (1.0) | (1.0) |
| Movement in fair value of contingent consideration | (71.8) | 1.0 |
| Other including financing | (1.0) | (5.7) |
| Furlough repayments | – | (45.5) |
| Total | (1,287.5) | (218.9) |

Profit/(loss) before tax The Group’s profit before tax and separately disclosed items was £444.9m (2022: £321.8m), a year-on-year increase of £123.1m with the growth in underlying EBITDA, a decrease in BetMGM losses and a gain on foreign exchange partially offset by the increase in depreciation and amortisation and interest. After charging separately disclosed items, the Group recorded a pre-tax loss from continuing operations of £842.6m (2022: £102.9m profit), with the separately disclosed costs discussed above having a significant impact on the reported results.Taxation
The tax charge on continuing operations for the period was £36.1m (2022: £70.0m), reflecting an underlying effective tax rate pre-BetMGM losses and foreign exchange gains on external debt of 23.0% (2022: 15.4%) and a tax credit on separately disclosed items of £69.7m (2022: charge of £27.9m).

Discontinued operations
During the current year, the Group recorded a £57.8m (2022: £13.4m) loss in discontinued operations relating to its former Intertrader business which was disposed of in November 2021. The loss recorded primarily reflects legal costs associated with historic matters as well as a provision for a potential settlement with former owners of part of the business following a long running legal dispute.

Annual Report 2023

1 Overview

8 Strategic report

88 Governance

140 Financial statements

Chief Financial Officer’s Review

Cash flow

Year Ended 31 December 2023
| £m | 2022 £m |
|---|---|
| Cash generated by operations | 810.0 | 846.9 |
| Corporation tax | (137.3) | (106.1) |
| Interest | (224.6) | (100.6) |
| Net cash generated from operating activities | 448.1 | 640.2 |
| Cash flows from investing activities: | | |
| Acquisitions & disposals | (1,315.4) | (738.6) |
| Cash acquired/(disposed) | 87.9 | 29.9 |
| Dividends received from associates | 9.6 | 3.6 |
| Capital expenditure | (259.9) | (212.0) |
| Investment in Joint ventures | (40.7) | (175.1) |
| Purchase of investments | (3.1) | – |
| Net cash used in investing activities | (1,521.6) | (1,092.2) |
| Cash flows from financing activities: | | |
| Equity issue | 589.8 | – |
| Net proceeds from borrowings | 1,780.3 | 838.4 |
| Repayment of borrowings | (1,428.6) | (271.8) |
| Subscription of funds from non-controlling interest | 350.5 | 174.3 |
| Settlement of financial instruments and other financial liabilities | (279.9) | 8.7 |
| Repayment of finance leases | (68.5) | (83.0) |
| Equity dividends paid | (106.9) | (50.0) |
| Minority dividends paid | (7.4) | – |
| Net cash used in financing activities | 829.3 | 616.6 |
| Foreign exchange | (13.7) | 6.8 |
| Net (decrease)/increase in cash | (257.9) | 171.4 |

During the period, the Group had a net cash outflow of £257.9m (2022: inflow of £171.4m). Net cash generated by operations was £810.0m (2022: £846.9m) including £1,007.9m of underlying EBITDA (2022: £993.2m) and a working capital inflow of £601.8m largely due to payments not having started on the DPA (2022: £45.9m) offset by separately disclosed items that are reported in operating activities of £741.9m (2022: £96.0m) including the DPA but excluding items charged to depreciation, amortisation and impairment as well as a £57.8m loss on discontinued operations (2022: £13.4m). Included within working capital is a £29.7m outflow for balances held with payment service providers as well as customer funds, which are net debt neutral (2022: £47.9m). During the period £137.3m was paid out in relation to corporate taxes (2022: £106.1m) with a further £224.6m paid out in interest (2022: £100.6m).

Net cash used in investing activities for the period was £1,521.6m (2022: £1,092.2m) and includes cash outflows for acquisitions of £1,315.4m (2022: £738.6m), net investment in capital expenditure of £259.9m (2022: £212.0m), an additional £40.7m invested in BetMGM (2022: £175.1m) and £3.1m of other investments (2022: £nil). These outflows were partially offset by cash acquired with acquisitions of £87.9m (2022: £29.9m) and dividends received from associates of £9.6m (2022: £3.6m).

During the period the Group received a net £829.3m (2022: £616.6m) from financing activities. £589.8m was raised through the equity issuance (2022: £nil) with a further £1,780.3m through new financing facilities (2022: £838.4) which were used, in part, to repay £1,428.6m of debt (2022: £271.8m) including £400m against the Group’s retail bond. During the period, the Group also received £350.5m from minority holdings to meet their obligations under the Supersport earn-out and STS acquisition. These amounts are recorded in non-controlling interests (2022: £174.3m for the acquisition of SuperSport). £279.9m was paid on settlement of other financial instruments and liabilities, primarily relating to contingent consideration on previous acquisitions. In the prior year, the Group received £8.7m on the settlement of other financial instruments and liabilities as a result of the receipt of £41.6m on the partial settlement on a number of swap arrangements, partially offset by contingent consideration payments. Lease payments of £68.5m (2022: £83.0m) including those on non-operational shops, were made in the period. During the period, the Group also paid £106.9m in equity dividends (2022: £50.0) and £7.4m in dividends to the minority interest in Entain CEE (2022: £nil).

Annual Report 2023

1 Overview

8 Strategic report

88 Governance

140 Financial statements

Chief Financial Officer’s Review

Net debt and liquidity

As at 31 December 2023, adjusted net debt was £3,290.9m and represented an adjusted net debt to underlying EBITDA ratio of 3.3x (3.1x proforma). The Group has drawn down £295m on the revolving credit facility at 31 December 2023 (2022:£nil).

Par value £m	Issue costs/ Premium £m	Total £m
Term loans	(3,420.5)	64.8
Interest accrual	(1.6)	–
(3,422.1)	64.8	(3,358.0)
Cash	400.6
Net debt	(2,957.4)
Cash held on behalf of customers	(196.8)
Fair value of swaps held against debt instruments	(85.6)
Other debt related items*	224.8
Lease liabilities	(275.9)
Adjusted net debt	(3,290.9)

Other debt related items include balances held with payment service providers, deposits and other similar items

Refinancing

On 1 March 2024, the Group raised an additional £300m of borrowings under a bank loan facility and used the proceeds to repay all amounts drawn under the Group’s revolving credit facility. Concurrently, the commitments available under the Group’s revolving credit facility (disclosed in Note 36) were increased by £45m further increasing the Group’s available liquidity. As such, the Group’s revolving credit facility now has total commitments of £635m which, as at 1 March 2024, was completely undrawn save £5m carved out for letters of credit and guarantees.

Going Concern

In adopting the going concern basis of preparation in the financial statements, the Directors have considered the current trading performance of the Group, the financial forecasts and the principal risks and uncertainties. In addition, the Directors have considered all matters discussed in connection with the long-term viability statement including the modelling of ‘severe but plausible’ downside scenarios such as legislation changes impacting the Group’s Online business and severe data privacy and cybersecurity breaches. Given the level of the Group’s available cash post the recent extension of certain financing facilities (see Note 36) and the forecast covenant headroom even under the sensitised downside scenarios, the Directors believe that the Group and the Company are well placed to manage the risks and uncertainties that it faces. As such, the Directors have a reasonable expectation that the Group and the Company will have adequate financial resources to continue in operational existence, for at least 12 months (being the going concern assessment period) from date of approval of the financial statements, and have, therefore, considered it appropriate to adopt the going concern basis of preparation in the financial statements.

Notes
1. 2023 and 2022 statutory results are audited, with the tables presented relating to continuing operations and including both statutory and non-statutory measures.
2. Growth on a constant currency basis is calculated by translating both current and prior year performance at the 2023 exchange rates.
3. Proforma references include all 2022 and 2023 acquisitions as is they had been part of the Group since 1 January 2022.
4. Contribution represents gross profit less marketing costs and is a key performance metric used by the Group, particularly in Online.
5. EBITDA is earnings before interest, tax, depreciation and amortisation, share based payments and share of JV income. EBITDA is stated pre separately disclosed items.
6. Stated pre separately disclosed items.
7. Adjusted net debt excludes the DPA settlement of £585.0m. Leverage also excludes any benefit from future BetMGM EBITDA or the payments due to acquire the minority interests in Entain CEE.

Responsibility statement of the Directors in respect of the annual financial report

We confirm that to the best of our knowledge: the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and the Strategic Report includes a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face. We consider the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group’s position and performance, business model and strategy.

Rob Wood
Chief Financial Officer & Deputy Chief Executive Officer
07 March 2024

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent Company’s transactions and disclose with reasonable accuracy at any time the financial position of the parent Company and enable them to ensure that its financial statements comply with the Isle of Man Companies Act 2006.# Directors' Responsibilities

They are 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, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the Isle of Man governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. In accordance with Disclosure Guidance and Transparency Rule (“DTR”) 4.1.16R, the financial statements will form part of the annual financial report prepared under DTR 4.1.17R and 4.1.18R. The auditor’s report on these financial statements provides no assurance over whether the annual financial report has been prepared in accordance with those requirements.

The Directors are responsible for preparing the Annual Report and the Group and parent Company financial statements in accordance with applicable law and regulations. The Directors have elected to prepare the consolidated financial statements in accordance with International Financial Reporting Standards and applicable law and have elected to prepare the parent Company financial statements in accordance with FRS 101 Reduced Disclosure Framework.

In preparing each of the Group and parent Company financial statements, the Directors are required to:
* select suitable accounting policies and then apply them consistently;
* make judgements and estimates that are reasonable and prudent;
* for the Group financial statements, state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
* for the parent Company financial statements, state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the parent Company financial statements;
* assess the Group and parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern;
* use the going concern basis of accounting unless they either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so; and
* prepare financial statements which give a true and fair view of the state of affairs of the Group and the parent Company and of the profit or loss of the Group and the parent Company for that period.

Enterprise Risk Management

Managing Risks

Governance

The Board has established and reviewed procedures to manage risk, oversee internal control systems and determine the nature of the risks that the Company is willing to take in order to achieve its long-term strategic objectives. Our Enterprise Risk Management (ERM) process supports the Board to establish a framework for identifying, assessing, and managing emerging Group risks, which are presented to the Committees of the Board and where required, directly to the Board in thematic risk reviews throughout the year by the Risk Owners, using a consistent format Risk Dashboard. The Risk Dashboard highlights whether strategic objectives can be met in the current context and indicates how much action is needed to further manage the risks to an acceptable level. If objectives cannot be met, oversight Committees are asked for additional resources to manage the risks, or, if no additional resources are made available, whether they wish to formally accept the risk exposure or change objectives. This process embeds risk appetite decision-making at the appropriate levels of the Company, with outcomes noted and communicated back to the Risk Owners who can then take action to manage risks accordingly. The Board retains ultimate responsibility for the management and oversight of risk and considers a “top-down” view of risks obtained through the “bottom-up” ERM process, from this, it establishes the Principal Risks to the Group and considers the likelihood of the Principal Risks occurring and whether risks emerging over time require deeper investigation through deep dives.

During 2023, we re-structured the Group Risk Committee, which now meets six times a year in cadence with our other Board Committees and Board meetings. The Group Risk Committee is scheduled to precede and feed into Committee and Board meetings where possible, so that risk information is current and overseen on a timely basis.

People and Governance Committee

Whilst the Board is responsible for the annual review of the principal risk of attracting and retaining key talent, as part of their responsibilities the People and Governance Committee continually reviews succession planning and the susceptibility of the Group to the risk.

Group Risk Committee

Meets six times annually, prior to each Board and Board committee meeting

Sustainability and Compliance Committee

Meets six times annually, prior to each Board and Board committee meeting

Audit Committee

Remuneration Committee

Whilst the Board is responsible for the annual review of the principal risk of attracting and retaining key talent, as part of their responsibilities, the Remuneration Committee continually reviews this risk and the mitigating actions in place to prevent the risk crystallising.

***Delegated oversight and responsible for deep dive reviews of Group’s principal risks.

Risk Management Principles

Effective risk management supports us to meet our corporate objectives, it helps us to make risk-based decisions so that we operate with fewer shocks and allocate resources in line with our risk appetite. Our Risk Management Principles:
1. Tailor an enterprise risk management system that improves performance, encourages innovation, and supports the achievement of our objectives.
2. Integrate and align risk management across different strategic, functional, and operational disciplines, such as budgeting, compliance, security, and so on.
3. Embed risk management as an integral part of the way we manage our business, people, and teams across all our operations.
4. Proactively manage our risks in our fast-changing business environment, updating and continuously improving our risk information to support decision making at all levels.

Management Process

We work together to use modern risk management methods (and Entain’s four-pillar risk management framework) which are embedded as part of our day-to-day decision making across our entire organisation, minimising threats to the delivery of our strategy, and maximising opportunities.

Risk Strategy

At Entain, we are committed to active and effective risk management, creating, and protecting value to the organisation and helping us deliver on our strategic priorities, managing threats, exploiting opportunities, and building resilience. We support risk taking where it is forecast to generate returns for the business and manage this in line with our values and ethics.

Risk Management

Risk management is doing the right thing, at the right time, in the right way, by identifying, assessing, and controlling threats to the achievement of our objectives.

Our risk landscapes

Current risks: Risks we are managing now that could stop us achieving our strategic objectives.
Emerging risks: Risks with a future impact from external or internal opportunities or threats. These can be slow moving, as well as rapid velocity.

What we assess

Each risk has a named owner, Impact versus Action: globally applied scale measuring the amount of action required to manage the risk to an acceptable level, Critical controls: subject to internal audit review and monitoring, Current risk: after existing controls, Risk acceptance: if the risk is acceptable with the current controls or if additional actions are needed to manage the risk to an acceptable level. Risk appetite: the level of risk we are prepared to take to achieve our strategy. Actions: identify further actions if required, with action owners and due dates.

Our bottom-up registers

The bedrock of our risk assessment. Owned by functions and super-regions, they identify, analyse, and evaluate risks and mitigating controls arising from day-to-day operations globally.

The main output of our risk assessment

The Risk Dashboard is the main output of our risk assessment.# Risk management process and methodology

Owned by functions and super-regions, and opportunities via our ‘impact versus actions’ scales and subsequent controls needed to mitigate the threats and exploit the opportunities arising from day-to-day operations globally. They include a description of the risk, reference which corporate objectives are exposed to the risk, and what additional support and decisions are needed to manage the risk to an acceptable level. The Dashboards are used to make effective, risk-based decisions on allocation of resources.

As part of the ERM process, we assess

Financial
Operational
Reputation / Brand
Legal / Regulation
Health & Safety

Risk management process and methodology

This four step process allows us to ask, ‘Given the context in which we are operating, the risk we face and our ability to manage them – can we achieve our objectives?’ If we can, then we continue the good work. If we can’t, then we need to manage the risks further, or change the objectives.

Understand Context and Define Objectives

Understanding both the external and internal context in which we are operating – what is happening and what might happen to make things difficult.

We clarify what we are trying to achieve – our objectives – whether it is for the entirety of a strategy, division or function. We think through how the context and objectives may impact each other, both positively and negatively.

Assess Risks

Assess risks and acknowledge, and describe risks (both potential opportunities and threats).

Manage Risks

Active management of risk with decisions on the types of controls needed and the implementation of controls. Proactive risk management takes charge of and changes the nature of the risk. Where risks are out of line with the amount of risk we want to take, we can enhance or add new controls where necessary.

Monitor and Report

Ongoing checking of the status of risks and their controls. This step involves reviews, inspections, and audits of the status of risks, providing risk management information that is communicated to all necessary stakeholders.

Risk Management

Whilst our Board owns and oversees our ERM programme, risk management accountability and responsibility are devolved to all levels of the organisation. This approach ensures that risks are managed by those closest to them, working through our Colleagues, who have responsibility to manage day-to-day risks in their own areas, they have the insight to risk that comes from experience and knowledge. The ERM process engages with colleagues across the Group, working towards the Group’s objectives and risk appetite. Local management, and ultimately the Executive, ensure that risks are managed and carried out according to these frameworks.

The second line of sight is provided by our advisory support teams who specialise in areas such as ERM, Compliance, Cyber Security, Legal and HSSE. These advisory support teams review the controls in place and provide advice and guidance to business areas, ensuring the controls are adequate, they form a holistic view of risk across the Group and capture and escalate risks that could fall through silos, supporting and encouraging foresight of risk. This risk foresight is captured by the ERM and management teams, who review each risk register and dashboard on a regular basis, culminating in review by the Group Risk Committee, which then escalates risks to the Board for oversight.

The third line of sight is through independent Internal and external audit, who provide assurance over the effectiveness of critical controls, which is provided through internal audits, supplemented by reports from external assurance providers. We use this hindsight to adjust our controls in the light of audit recommendations. Entain’s Group Code of Conduct and Whistleblowing Policies, in addition to our controls framework, are in place to promote and aid us to ‘Do what’s right’. Annually the Audit Committee reviews the adequacy and effectiveness of the Company’s policies, which sets our tone for desired risk culture.

Key initiatives and achievements 2023

A key cornerstone towards robust governance was accomplished, including the deployment of a new risk policy, framework, governance forums, and improved risk reporting.

Completed the ERM management system design and approval
Began implementation of our ERM system through over 50 sessions of risk management training and workshops, with work ongoing into 2024 to implement in our Super Regions, giving a much clearer view of the company’s most critical risks.
Reviewed and updated Entain’s risk scoring criteria, establishing new risk matrix covering ‘Impact vs Actions’ as a modern approach to ERM, ensuring focus on what can be done about the risk is embedded in our day-to-day risk management “bottom-up” process.
Delivered new format risk registers, providing clear visibility of risks and monitoring of actions needed to put further controls in place.
Developed and presented new risk Dashboards to the risk oversight Committees and Board during the year, facilitating decisions on risk appetite, required actions and resource allocation.
Enhanced our ERM process to include a clearer analysis, and evaluation of emerging risks, informed by functions, divisions, super-regions, subject matter experts and leadership, to provide a Group-wide view. In 2023, we undertook a series of workshops across our risk landscape to provide a deeper exploration of our emerging threats and opportunities and come to a consensus on our response. As such, the exercise to understand potential emerging risks has been carried out during each initial risk workshop, looking at risks that may occur over 3-, 5-, and 10-year horizons. Following the analysis of this data, common themes have become apparent, which have been developed to display and better understand the information regarding emerging risks.

ERM framework and approach

Our ERM team led the establishment and implementation of our refreshed approach to Enterprise Risk Management, which is aligned with the international risk standard ISO 31000. During 2023, we have progressed a consistent approach across our business through training, engagement, and application of our new ERM toolkit. Our colleagues are fundamental to the success of risk management at Entain. A positive risk aware culture enables colleagues at all levels of our organisation to deliver risk management as an integral part of their day-to-day activities. We do this by:

Developing a compelling narrative on the importance of risk management across the Group.
Delivering targeted foundation of risk management training.
Ensuring risk management is embedded at each function and region, the culmination being a robust risk register and dashboard highlighting those risks which require attention and oversight.
Collaborative working across the Groups functions and super-regions utilising the expertise of external insight. Articulating risks so they can be clearly understood so decisions are made on a more informed basis. Embedding the consideration of risk appetite through our risk prioritisation tool which indicates whether risks are deemed to be at acceptable levels.
Ensuring risks are reviewed at oversight Committees and Board. Embedding risk appetite in our ERM process has improved our ability to talk about risk appetite as part of our risk culture.

Risk Assessment

As part of the ERM process, the risks are evaluated using a set of criteria using an ‘Impact versus Action’ matrix which assesses both the impact to the business and the actions required to bring those risks within Entain’s risk appetite. In assessing ‘impact versus action’ the following criteria are applied:

The impact of each risk is measured with consideration given to:

Financial impact (underlying EBITDA and cash),
Its potential operational impact (including the security of our data),
The effect on the reputation of our brands and whether it affects our commitment to health, safety, security, and well-being.

The impact is measured on a scale, from ‘very low’, with limited damage to a minor stakeholder, and ‘very high’ being severe, which may have a substantial impact on the Group affecting many key stakeholders, including customers. The action is measured from a range of no action required to many actions needed and additional resource required, also on a scale from ‘very low’ to ‘very high’).Entain plc Annual Report 2023 82 1 Overview 8 Strategic report 88 Governance 140 Financial statements

Risk management process and methodology Principal Risks

Impact: Very High

Organic Growth
Margin Expansion
US Market Growth

Data Security and Privacy

Managed by:
* General Counsel
* Audit Committee

Our customers expect a great experience, including protecting their personal details, their privacy, their winnings and ensuring the integrity of our offering. Customers place a trust on our organisation and our operations, so it is of paramount importance that we protect our customers’ data by keeping it secure, in addition, personal data is subject to stringent data protection laws around the world, and we have compliance obligations in the jurisdictions in which we operate. A data or security breach could impede our operations and impact our ability to serve customers and would undermine trust in our business and brands, and could lead to loss of customers, prosecution, litigation (including class actions), regulatory action and could impact our share price.

Our approach

The Group has dedicated Cyber Security and Data Privacy functions entrusted with protecting our customers’ and the company’s data. These functions are responsible for ensuring the security of our customers and the company, whilst ensuring the availability of services and regulatory compliance. The experts in our Cyber Security team constantly scan and adapt our defences to emerging cyber threats. We operate to an ISO 27001 Information Security Management System certified by BSI. Our policies are constantly being evaluated, aligned, and applied, where deemed relevant across the enlarged Group. The Data Privacy team, led by the Group’s General Counsel, oversees the global data privacy programme through designing policies and training, including on the use of AI, giving up to date advice to the business, ensuring standards of compliance, partnering with the Chief Information Security Officer to improve our data management practices and providing regular updates to the Group’s Audit and Sustainability & Compliance Committees.

Licensing and Regulatory Compliance

Managed by:
* Group General Counsel
* Board

Impact: Very High

Organic Growth
Margin Expansion
US Market Growth

We operate in complex regulatory, legal and tax environments and have multiple licensing obligations, gambling and non-gambling laws and regulations, and tax regimes with which to comply. In addition, on a global basis, laws and regulations change continuously, and it can be operationally challenging to keep pace with legislative or regulatory change, particularly if we need to adjust our operations or product offering at short notice. As we expand into new markets or laws/ regulations change, our compliance requirements expand, we need to build constructive relationships with regulators, and we are likely to need additional effort, resource and/or investment into our internal compliance and governance efforts. In 2023, Entain entered into a deferred prosecution agreement (DPA) relating to historic bribery allegations in Turkey. All the above means that compliance efforts and having a strong, well-resourced compliance programme in place needs to remain a top priority.

Our approach

Our strategy is to operate only in regulated or regulating markets, which reduces our exposure to unregulated markets that may undermine player safety and pose other legal risks. Our internal experts monitor for changes in legislation and regulation and develop policies, procedures, assurance programs, and training to enable us to adapt. They are engaged in due diligence when we engage new suppliers, onboard new customers, enter new markets or acquire businesses. Our Code of Conduct underpins the commitments to compliance in our Code of Conduct. External legal expertise is sought when additional specialist support is necessary. We will ensure that we comply with all the terms of the DPA and continue to co-operate with regulators as required.

We consider principal risks to be those risks, or combination of risks, that, were they to materialise and not be effectively controlled, would cause material disruption to our business model, threatening future performance, solvency, liquidity, or our ability to deliver our strategy. Risks at this level are managed via a Group risk framework and reported in our Risk dashboard. Group risks are considered, assessed, prioritised and escalated through our risk management process, and are actively managed and controlled. All our Principal Risks are reviewed regularly and were considered relevant in 2023.

In 2022, we identified Cyber Security and Data Privacy as a principal risk. This risk has now been integrated into a broader ‘Technology and Third Party Suppliers’ risk, as a deep dive helped us understand that whilst security of our people or technology in key locations would be a significant issue, the controls for these risks will largely be managed in these areas.

A new Principal Risk has been added to the Group risk register in 2023, namely Technology and Third Party Suppliers.

Technology and Third Party Suppliers
Pricing Management

Pricing Management

Managed by:
* Group Director
* Audit Committee

There is a risk of financial loss because of a failure to determine accurately the odds in relation to any particular event and/or any failure of its price risk management processes. Some bets are complex and have an accumulator effect which could lead to a material increase in financial loss for the Group.

We have some of the leading expertise in trading liability management in the Gaming sector. The Group’s trading team has developed the skills and systems to be able to offer a wide range of betting opportunities. Events are priced to achieve an average return to the bookmaker over many events over the long-term. The Group’s gross win percentage has remained constant in recent years. Executive management monitor the gross win margin daily in order to ensure the long-term targets are achieved.

Third Party Suppliers

Managed by:
* Group Director
* Audit Committee

We are dependent on certain Third Parties to deliver key products and services. Some of our core capabilities are supplied by small, specialist providers, which include content providers who stream live events to our shops, results and other key data providers, League proprietors, industry bodies, and suppliers that ensure security and resilience of our locations and systems. Other key Third Parties include large technology and software suppliers which hold dominant market positions. Key suppliers could raise prices, become insolvent or cease to supply products and services. This would limit the variety of gaming we can offer, leading to loss of revenue. To ensure robust management of service delivery and value creation through the life of the contract will allow better management of growing risk/opportunity. If suppliers are purchased by our competitors, access to services may be restricted or denied, or we may decide to withdraw from certain markets if they become uneconomical. Conversely, Third Party providers may present acquisition opportunities for the Group.

Strategic and critical suppliers are subject to regular business and quality reviews to ensure ongoing relationship and performance management. As part of our procurement processes, we employ dedicated resources supplemented by subject matter expertise within risk, compliance, legal and technology assurance to protect and enhance value, demonstrate our high standards of corporate integrity, and reinforce organisational resilience. Where possible, we limit reliance on a single supplier to reduce the potential single point of failure. We proactively manage our relationships with our specialists and key providers. Prices are subject to negotiation at the contracting stage, and we have deep industry expertise in our Procurement and Legal teams. We maintain good relationships with Industry bodies and suppliers that keep our key locations and services running.

Taxation

The Group is subject to a wide range of taxes, duties, and levies in the countries where we operate. There may be adverse changes in tax rates, laws, or administrative practice. The Group is geographically diverse and there are complex tax regimes for the betting and gaming sector. Tax authorities may have a different interpretation to the Group regarding the scope and scale of taxation. These factors mean the levels of taxation to which the Group is exposed to may change in the future, and we may become liable for tax payments greater than those that are currently foreseen.

The Group’s tax strategy is approved annually by the Board of Directors. Responsibility for the execution of the Group’s tax strategy is delegated to the Group Director, Taxation, supported by the Group’s tax team. The Group’s tax position is reviewed by the Audit Committee and Board on a regular basis. To mitigate tax risks that arise, the Group maintains robust internal controls, undertakes regular tax reviews and monitors its tax risks. The Group has a suitably experienced and resourced tax team to manage its tax affairs.# Entain plc Annual Report 2023

Principal Risks

     

  
   
Impact: Very High


 	Board
    	Our Group strategy establishes our direction and culture and sets us on a course of future growth through delivery of overarching corporate objectives. The corporate objectives guide our business and team objectives and facilitates our colleagues to be aligned in delivering desired outcomes. If we cannot understand or deliver our Group strategy, we risk wasted or         resources, strategic stagnation, and loss of competitive advantage.
  	Our refreshed Enterprise Risk Management process sets understanding and clarifying objectives as part of its            their effect on objectives.

  

 
    
   
Impact: Very High


 	Audit Committee
    	The Group’s operations are highly dependent on information systems and technology. Should we fail to maintain the stability and availability of our technology platforms, this could have a material impact on customer-facing products and customer experience, with adverse impacts to our brands, revenue, and market share. Some of our technology is situated in locations which could be subject to physical threats.
  	Proactively, our strategy is to move to modern systems with higher levels of resilience where possible. We are enhancing our reactive responses and provision of fall-back solutions should our technology platforms fail. We monitor key global metrics on critical systems and platforms which identify any potential emerging issues on our brands or customer-facing technologies. When indications of vulnerability are detected, we escalate to resolve issues and create solutions. Our in-house experts are adept in knowledge of our platforms, systems and coding and can create solutions adaptively.

     

  
   
Impact: High

    Gaming Group General Counsel

  
   
Impact: Very High

          and Communities

      
   
Impact: Very High

Long-term viability statement

       events has been assessed both individually     

   
Impact: Very High
- The impact of a change in the Group’s        gaming taxes in key geographies.
- Downturns in trading as a result of a failure to protect customers and/or retain key staff.
- Cyber and data privacy failings.
- The Group’s operating environment/further focus on AML legislation and breaches in data privacy regulations.

The Directors have also performed reverse stress tests to assess the level of liquidity and covenant headroom in the underlying forecasts as well as considering the broader economic landscape in forming their view on viability. Based on the results of this analysis and the mitigating actions available to the business,       reasonable expectation that the Company will be able to meet its liabilities as they fall due over the three-year assessment period to December 2026.

In accordance with provision 31 of the 2018 Corporate Governance Code, the Board and Directors have completed an assessment of the prospects and viability of the Entain Plc Group over a longer period than the 12 months required by the “Going Concern” provision.The Directors have concluded that three years was an appropriate period for assessment, as this is aligned to the Group’s strategic planning process and is considered to be the period for which reliable estimates can be made for variations in both industry and customer dynamics, regulatory change, technological advancements and the economic backdrop in the betting and gaming industry taking into account the ever changing landscape. The objectives of the strategic planning process are to further develop the businesses understanding of the markets in which it operates, assess the risks and opportunities facing the business and develop a Group-wide strategy and The Directors have utilised these strategic forecasts, the 2024 Board approved budget and Group to assess the potential impact on viability of certain severe, but plausible, “risk events” arising which represent the crystallisation of the Group’s principal risks to 86 of this Annual Report. The robust assessment conducted considered the Group’s revenue, EBITDA, operating and controls, its current debt maturity and mitigating actions should baseline assumptions change.

Entain plc Annual Report 2023
87
1 Overview
8 Strategic report
88 Governance
140 Financial statements

Chairman’s Governance Overview

Entain continues to enhance its corporate governance practices and procedures to ensure the Board operates effectively and sets the right tone from the top. In 2023 a key focus for the Board has been managing its own succession and I was delighted to announce the appointment of Amanda Brown and Ricky Sandler, who joined the Board in November 2023 and January 2024 respectively. Amanda brings extensive commercial and human resource experience to us. Ricky knows our business extremely well and his focus will be on generating value for all shareholders.

We have also overseen the departure of two executive directors during the year, Jette Nygaard-Andersen and Robert Hoskin. Under Jette’s leadership, Entain executed a strategic shift towards regulated or regulating markets and continued to improve its customer and product offering. Robert stepped down as Chief Governance Officer in August having been with the Group since 2005. I would like to express my thanks to both Jette and Rob for their roles as directors and everything they have done for me personally and the Group more widely.

We have been hugely fortunate that Stella David agreed to take on the Interim Chief Executive role while we continue our search for a permanent replacement to Jette. Stella is an intensely commercial leader with a long track record of success across multiple industries. She has already made a significant impact refreshing the corporate strategy and sharpening management’s focus on operational execution.

The strength and expertise of the Board members has allowed us to adjust quickly to these significant changes and I am thankful to Pierre Bouchut, who took on the role of Senior Independent Director, and Virginia McDowell, who replaced Stella as Chair of the Remuneration Committee. Further details regarding our continued search for Non-Executive Directors and our board succession planning appears in the People and Governance Committee report starting on page 101.

The Board established a new Capital Allocation Committee in February 2024, which will provide additional oversight over the Company’s portfolio of assets, capital allocation and capital structure. I am the Chair of this Committee and I have been joined by Pierre Bouchut and Ricky Sandler.

The Board remains confident about the Group’s future and is committed to our strategy, our purpose and is highly focused on developing sustained and sustainable shareholder value.

“The Board remains confident about the Group’s future and is committed to our strategy, our purpose and is highly focused on developing sustained and sustainable shareholder value”.

J M Barry Gibson
Chairman

1 Overview
8 Strategic report
88 Governance
140 Financial statements
88
Entain plc Annual Report 2023
9
3881235

Board of Directors (as at 7 March 2024)

Tenure Years:
Barry Gibson	Stella David	Rob Wood	Pierre Bouchut	Amanda Brown	Virginia McDowell	Ricky Sandler	David Satz
0	1	2	3	4	5	6	7

Age and experience

No. of Directors	Experience/Skills:	No. of Directors
	40-44	6
	45-49	2
	50-54	1
	55-59	2
	60-64	1
	65-69	2
	70+	0
	Gaming Sector	4
	Finance	6
	Technology/ Digital	2
	Global Business	1
	Legal/ Regulatory	2
	MarketingCustomer	0
	Media/ Entertainment	1
	Leadership	2
	Diversity
Gender	3:6	No. of Directors
	British	4
	American	3
	French	1
	Indian	1

Entain plc Annual Report 2023
89
1 Overview
8 Strategic report
88 Governance
140 Financial statements

Chairman’s Governance Overview

Tenure: Appointed to the Board November 2019 and became Chairman February 2020.
Age: 72
Nationality: British
Committees: C P S

Biography: Barry was previously a non-executive director of William Hill plc and bwin.party digital entertainment plc, where he was the senior independent director. Other listed company experience includes roles as the chairman of HomeServe plc, non-executive directorships of Somerfield plc and National Express plc and group chief executive of Littlewoods plc. He was formerly the group retailing director at BAA plc and non-executive chairman of Harding Brothers Holdings Ltd.

Key strengths and experience: Barry has enjoyed a distinguished business career and has a deep understanding of the gaming and retail sectors. He is an experienced leader and board member with valuable insight on improving company performance and transformation programmes. Barry continues to create a Board environment of constructive challenge and oversight.

Rob Wood
Chief Financial Officer and Deputy CEO

Tenure: Appointed to the Board as Chief Financial Officer March 2019; the role of Deputy CEO was added to his portfolio January 2021.
Age: 44
Nationality: British

Biography: 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.

Key strengths and experience: 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.

Key:
A Audit Committee Member
C Capital Allocation Committee Member
R Remuneration Committee Member
P People & Governance Committee Member
S Sustainability & Compliance Committee Member

A Audit Committee Chair
C Capital Allocation Committee Chair
R Remuneration Committee Chair
P People & Governance Committee Chair
S Sustainability & Compliance Committee Chair

Board of Directors

Stella David
Interim Chief Executive Officer

Tenure: Appointed to the Board March 2021 and became Interim Chief Executive Officer December 2023. Senior Independent Director until December 2023.
Age: 61
Nationality: British

Outside interests: Non-executive director of Norwegian Cruise Line Holdings Ltd where she is also chair of the Nominating and Governance Committee and non-executive director of the privately-owned Bacardi Ltd.

Biography: 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 a non-executive chair of the privately-owned Vue International following her appointment as Interim Chief Executive Officer of Entain plc.

Key strengths and experience: 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 non-executive 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.

Committee membership details provided in these biographies are given as at the date of this Annual Report. For details of Committee membership during the financial year, see Committee reports on pages 101 to 112 and page 116.

1 Overview
8 Strategic report
88 Governance
140 Financial statements
90
Entain plc Annual Report 2023

Pierre Bouchut
Independent Non-Executive Director & Senior Independent Director

Tenure: Appointed to the Board September 2018 and became Senior Independent Director December 2023.
Age: 68
Nationality: French

Outside interests: Non-executive director and chairman of the audit committees at Pepco Group and GeoPost SA, a non-executive director and chairman of Profi Rom Food SRL, and a non-executive director of Rina Estate Italia SRL.

Committees: A C

Biography: 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 was also a non-executive director of Hammerson plc (2015-2021) and Firmenich SA (where he was also chairman of the audit committee) (2016-2023).Until it was acquired by KKR in 2022, he was the reference board member and chairman of the audit committee at Albioma SA. He has worked for Citibank, Bankers Trust and as a consultant with McKinsey.

Key strengths and experience: 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. This broad experience makes him suited to chair Entain’s Audit Committee and to act as its financial expert.

Ricky Sandler

Non-Independent Non-Executive Director

Tenure: Appointed January 2024.
Age: 54
Nationality: American
Outside interests: Chief Executive Officer and Chief Investment Officer of Eminence Capital, LP.
Committees: C P

Biography: Ricky founded Eminence Capital in 1999. Eminence is a USD6.5 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 20+ 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.

Key strengths and experience: 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 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

Tenure: Appointed October 2020.
Age: 64
Nationality: American
Outside interests: 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.
Committees: A S

Biography: 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.

Key strengths and experience: 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 to grow market share in the US 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

Tenure: Appointed July 2022.
Age: 54
Nationality: Indian
Outside interests: Non-Executive Director of Pantheon International Plc. Chair of the Advisory Board of Migrant Leaders, a UK charity.
Committees: A P R

Biography: 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.

Key strengths and experience: 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.

Amanda Brown

Independent Non-Executive Director

Tenure: Appointed November 2023.
Age: 55
Nationality: British
Outside interests: Non-executive director and chair of the remuneration committee of Mitchells & Butlers plc and a non-executive director of Manchester Airport Group.
Committees: R

Biography: 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.

Key strengths and experience: Amanda brings a wealth of experience in human resources, remuneration strategy and managing organisations through significant change. Amanda has relevant consumer facing experience. Given her extensive experience as a Remuneration Committee Chair, Amanda was appointed as Designate Chair of the Remuneration Committee at the time of her Board appointment and, subject to her election, will become Chair of Entain’s Remuneration Committee following the AGM.

Virginia McDowell

Independent Non-Executive Director and Designated Workforce Director

Tenure: Appointed June 2018.
Age: 66
Nationality: American
Outside interests: Vice-president 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, and a trustee of St Louis University.
Committees: R S P

Biography: 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.

Key strengths and experience: 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.

Entain plc Annual Report 2023 91

1. Overview

8. Strategic report

8.8 Governance

140. Financial statements

Board of Directors

Summary of 2023

Details of progress and our deliverables on the key areas for focus set out in our last annual report are set out below:

| 2023 Goals | 2023 Result |
| :---# Entain plc Annual Report 2023

We have also enhanced our capabilities with key hires and strengthened our compliance monitoring and assurance programme. We restructured and centralised the Anti-Financial Crime (“AFC”) function to ensure it remains robust, sustainable and proportionate in managing and mitigating ﬁnancial crime risks faced by Entain. We have also revised the organisational structure to ensure staff globally with ﬁnancial crime responsibility, have a reporting line into Group AFC team. Recruit a new Company Secretary. We welcomed James Morris as Group Company Secretary in July. Finalise a new strategy for ARC TM which provides a path of development for the next three years. We continued to reﬁne ARC TM during the year and worked with lived experience experts, academics and third party behavioural scientists to improve our player protection offering for customers. Progress the HMRC investigation towards a conclusion. We reached ﬁnal settlement of the HMRC investigation into our legacy Turkish- facing business and entered into a Deferred Prosecution Agreement (“DPA”) with the Crown Prosecution Service that was approved by the Crown Court on 5 December 2023. Since the conduct giving rise to the DPA, the Group has undertaken a comprehensive review of its anti-bribery policies and procedures and has taken decisive action to signiﬁcantly strengthen its wider compliance programme and related controls. Hold an Entain: Sustain update interaction in Q4. In December 2023, we held our annual Entain Sustain update event virtually, providing updates on several topics to our key stakeholders including investors, analysts, regulators, media, colleagues and customers. A report on this event can be found in our discussion on Board Leadership and Company Purpose on page 97.

Regulated Markets

On 12 November 2020, Entain announced a clear strategy for sustainability, growth and innovation. As part of that strategy, the Group made a commitment to only do business in countries where it had a local licence or those countries that were on a path to revise their laws and regulations, which would allow us to then apply for a domestic licence in the near to mid-term. Throughout 2023, the Group continued with this process by exiting its few remaining markets where there is no clear path to market liberalisation via domestic regulation. Since 2020 the Group has closed its offering into more than 150 markets where we do not see the prospect of regulation allowing the Company to obtain a licence or ﬁnd a locally-licensed operator to partner with on attractive commercial terms. We have also doubled the number of countries where we hold a licence and currently hold domestic licences in 34 markets and now hold licences in 26 US States. We remain active in only ﬁve small markets where we do not currently hold a domestic licence, and by the end of 2024 we will have either exited these markets or have obtained, or be in the process of obtaining, a domestic licence. More speciﬁcally, in 2023, we obtained a licence to offer our bwin brand in Mexico and completed the acquisition of STS to enter the regulated market in Poland. We also announced an exclusive 25-year deal with the New Zealand TAB to provide licenced online sports betting services in New Zealand. At the end of the year, the Brazilian Government passed its long-awaited online gambling bill and we expect licences to be made available in 2024. In parallel, the Finnish Government also formally announced that it will dismantle its gambling monopoly and launch an open licensing system for online gambling in the next two years.

Governance Team

With Robert Hoskin’s departure, Simon Zinger, our Group General Counsel, has taken over leadership of the Governance, Legal and Compliance function. Simon is a member of the Executive Committee and brings a wealth of experience and leadership to the team. He was instrumental in the resolution of the HMRC investigation and agreeing the terms of the DPA with the Crown Prosecution Service and has overseen signiﬁcant organisational changes and improvements as the Company has continued to strengthen its governance and compliance standards and capabilities. Under Simon’s leadership, the global Governance team is highly-engaged in supporting the Company’s objectives and has focused on a number of unique initiatives such as complementing the Company’s efforts in the area of Diversity & Inclusion, undertaking pro bono activities to support charities, and creating unique learning and development opportunities for team members. During the year we have continued to make good progress embedding our ERM framework (see page 79) and enhanced our global Compliance and AML team structures. Our Head of International Compliance, Florian Sauer, has conducted a comprehensive restructuring of the compliance organisation with consolidation of departments and alignment across our recently acquired businesses. We have focused on pursuing and maintaining constructive relationships with all of our regulators, continued to enhance our capabilities with key hires, and strengthened our compliance monitoring and assurance programme. We welcomed Karen Nightingale as Group Director of Ethics and Compliance at the beginning of the year. Under her leadership we have developed a three-year strategy to achieve our vision of a best-in-class Ethics and Compliance programme and have created a Charter that explicitly sets out the independence and authority of the Ethics and Compliance function required to implement the programme effectively. We have updated our approach to on-boarding vendors and suppliers in order to better identify and mitigate third party risk exposure and will continue to develop this going forward. We have also appointed Edward Maguire as our new Group MLRO and Global Head of AFC as part of our commitment to combat ﬁnancial crime. During the year we have developed a holistic Anti- Financial Crime Risk Management Programme with enhanced coverage, governance and reporting protocols. We have also created a centralised function to drive consistency of standards, whilst ensuring effective oversight and control. We were also pleased to welcome James Morris as Group Company Secretary in July 2023.

Regulatory Settlement

A key area of focus during 2023 was overseeing resolution of the HMRC’s investigation in relation to the Group’s legacy Turkish- facing business. The Board was proactively engaged throughout the process and has reviewed and challenged the work done to signiﬁcantly strengthen the Company’s compliance programme and controls. We are now a fundamentally different and profoundly changed Company and we can move forward with conﬁdence as we concentrate on our future.

Entain plc Annual Report 2023 93

Summary of 2023

Entain plc: The Board must act with integrity and is collectively responsible for establishing the Company’s purpose, values and strategy as well as overseeing the conduct of its business and promoting the long-term sustainable success of the Group, generating value for shareholders and contributing to wider society. The Board sets the strategic direction of the Group, approves the strategy and takes appropriate action to ensure that the Group is suitably resourced to achieve its strategic aspirations. The Board considers the impact of its decisions and its responsibilities to all its stakeholders, including colleagues, shareholders, regulators, customers, suppliers and the communities in which we operate. The Board discharges its responsibilities directly or, in order to assist it in carrying out its function of ensuring effective independent oversight and stewardship, delegates speciﬁed responsibilities to its committees. Details of how the Board fulﬁlled its responsibilities in 2023, as well as key topics discussed and considered by the Board committees, can be found in this Directors’ report.

Committee	Oversight and review	Read more
Audit Committee	Oversight and review of ﬁnancial reporting processes, the Group’s system of internal control, including internal ﬁnancial controls, the appropriateness and effectiveness of the enterprise risk management framework and principal risks and the work undertaken by Internal Audit and the Group’s Statutory Auditor, KPMG.	pages 104 to 109
Sustainability & Compliance Committee	Oversight and review of the Company’s Sustainability and Compliance programme, the Company’s relationships and engagement with a wide range of stakeholders, progress against internal KPIs and external Sustainability and Compliance index results. Furthermore, it ensures that the ESG Strategy remains ﬁt for the future.	pages 110 to 112
People & Governance Committee	Oversight and review of Board and executive succession, overall board effectiveness, workforce policies and practices and corporate governance issues.	pages 101 to 103
Remuneration Committee	Oversight and review of the Group’s overall remuneration strategy, including share plans and other incentives. Further maintains dialogue with shareholders and workforce on remuneration related matters.	pages 116 to 117
Capital Allocation Committee	Oversight over the Group’s portfolio of assets, capital allocation and capital structure.
Chairman’s Committee	Provides the opportunity for the Chairman to discuss and consider topical ad hoc matters with the Non-Executive Directors without the Executive Directors being present. The topics discussed during the year have varied from performance and strategic related matters, including executive succession planning and shareholder feedback.

Interim Chief Executive Officer

The Interim Chief Executive Ofﬁcer is responsible for the management of all aspects of the Group’s business, developing strategy in conjunction with the Chairman and the Board, and leading its execution.# Governance

The Board delegates authority for the operational management of the Group’s business to the Interim Chief Executive Officer for further delegation in respect of matters that are necessary for the effective day-to-day operations and management of the business. The Board holds the Interim Chief Executive Officer accountable in discharging her delegated authorities.

Executive Committee

The Executive Committee comprises of the Interim Chief Executive Officer, Chief Financial Officer, Group Chief Commercial Officer, Chief Product & Technology Officer, Group General Counsel, Chief People Officer and Chief Investor Relations & Communications Officer. It supports the Interim Chief Executive Officer in the day-to-day management of the business and implementation of strategy.

Entain Leadership Team

Business Leaders who own delivery of business strategy and communications across the Group.

Board and Committee Structure: Decisions, responsibilities and delegated authority

Entain plc Annual Report 2023
94
1 Overview
8 Strategic report
88 Governance
140 Financial statements

J M Barry Gibson
Chairman
* Provides effective leadership of the Board and promotes the highest standards of corporate governance practices.
* Leads the Board in providing strong strategic oversight and setting the Board’s agenda, culture and values.
* Leads the Board in challenging management’s thinking and proposals, and fosters open and constructive debate among Directors.
* Maintains internal and external relationships with key stakeholders, and communicates shareholders’ views to the Board.
* Organises periodic monitoring and evaluation, including externally facilitated evaluation, of the performance of the Board, its committees and individual Directors.
* Leads on succession planning for the Board and its committees, ensuring appointments reflect diverse cultures, skills and experiences.

Senior Independent Director
Pierre Bouchut
Independent Non-Executive Director & Senior Independent Director
* Supports the Chairman, acting as intermediary for Non-Executive Directors when required.
* Leads the Non-Executive Directors in evaluating the performance of the Chairman, supporting the clear division of responsibility between the Chairman and the Chief Executive Officer.
* Listens to shareholders’ views if they have concerns that cannot be resolved through the normal channels.
* Leads an orderly succession process for the Chairman.

Non-Executive Directors
* Constructively challenge and contribute to the development and approval of Group strategy.
* Challenge and oversee the performance of management.
* Ensures that financial information is accurate and that both controls and the system of risk management are effective and robust.
* Contribute to the assessment and monitoring of culture.
* Maintain internal and external relationships with the Group’s key stakeholders.

Stella David
Interim Chief Executive Officer
* Leads and directs the implementation of the Group’s business strategy, embedding the organisation’s culture and values.
* Leads the Group Executive Committee with responsibility for the day-to-day operations of the Group and financial performance.
* Maintains relationships with key internal and external stakeholders including the Chairman, the Board, customers, regulators and shareholders.
* Maintains responsibility and accountability for the Group’s and its employees’ compliance with applicable laws, codes, rules and regulations, good market practice and Entain’s own standards.

Executive directors

The Chairman

Rob Wood
Chief Financial Officer and Deputy CEO
* Supports the Group Chief Executive in developing and implementing the Group strategy and recommends the annual budget and long-term strategic plan.
* Leads the Finance function and is responsible for effective financial reporting, including the effectiveness of the processes and controls, to ensure the financial control framework is robust and fit for purpose.
* Maintains relationships with key stakeholders including shareholders.
* Leads the Disclosure Committee to ensure the Group meets its disclosure and reporting requirements pursuant to the Financial Conduct Authority’s Listing Rules and Disclosure Guidance and Transparency Rules, as well as complying with UK Market Abuse Regulations.

Board composition, roles and attendance in 2023

The Chairman is committed to ensuring the highest standards of Board effectiveness. A key mechanism to drive this is the appropriate composition and balance of individuals. The Board is comprised of a majority of independent directors, who provide an independent perspective, constructive challenge and monitor performance and delivery of the strategy within risk appetite and the controls set by the Board.

Entain plc Annual Report 2023
95
1 Overview
8 Strategic report
88 Governance
140 Financial statements

Board Leadership and Company Purpose

Over the year the Board focused on a strategy of growth and sustainability bringing moments of excitement into people’s lives. As we go into 2024 there has been a shift in strategy to deliver organic growth, EBITDA margin expansion and US market growth. The Board will continue to ensure the customer is at the heart of all we do as we continue to develop and provide market-leading player protection. The Board has also sought to promote our purpose and strategy and made decisions in the interests of all stakeholders, having considered the matters set out in s172 of the Companies Act 2006 (UK).

Employee Forum Global Conference

Our Global Engagement Conference invites employee engagement advocates to share their insights with the Board and Executive Committee. This year’s event was hosted on 31 January by Melanie Tansey, Chief People Officer, and was attended by Board members Virginia McDowell, our Designated Workforce Director, and Rahul Welde, and more than 40 employees representing 22 countries. Attendees heard a business update which focused on our strategic direction, goals, culture and employee engagement. Following this, the group then had an open conversation with the Board on topics such as how to build engagement and trust, communication, diversity, equity & inclusion, goal setting, leadership, networking and recognition. A number of proposals were taken away by the representatives of the Board for further consideration. A video recording of the Global Conference was posted on the Entain intranet to ensure all employees have an opportunity to watch the discussion.

Employee Forum AGM

Each year the elected representatives from our forums come together with members of the Board and Executive Committee for the Forum AGM. During this year’s meeting, each forum presented their main achievements during the year and had an open conversation with the Board. This meeting took place in January 2024. It was hosted by Melanie Tansey, Chief People Officer and welcomed 80 Forum Representatives to join two of our Directors, Virginia McDowell and Rahul Welde. Key topics discussed included communications, company performance, customer feedback, leadership, listening and strategy. The meeting was an important opportunity to build connections between the Board and our employees.

Shareholders

The Board receives feedback on shareholder views in different ways, including through the Chairman and executive management, who meet regularly with shareholders throughout the year, as well as an investor study compiled by an independent third party. Board members listen to results and trading updates held by the Group for analysts and institutional investors and can hear directly the questions and comments on Company performance. The Chairman and Senior Independent Director held regular meetings with a variety of institutional investors to discuss the execution of strategy and delivering shareholder value. Key takeaways and feedback from shareholder meetings were shared with the rest of the Board.

Stakeholders

The Board has responsibility for leading the Group’s stakeholder engagement and considering the implications of key decisions on the Company and its stakeholders. The Board recognises that effective engagement with our stakeholders will drive long-term value creation, making Entain a company that people want to invest in, buy from, partner with and work for. Entain has identified six stakeholder categories and our report on ‘Board activities’ provides an overview of how the Group’s key stakeholders are considered in Board discussions and deliberations as part of its decision making.

Our People

Listening to and engaging our people is a key priority at Entain. We are committed to listening to employees across the globe to drive positive change throughout the organisation. We focus on this through our Employee Forums, Global Engagement Conference and global engagement survey. Employee forums exist in many of the locations in which we operate. Our Employee Forums continue to be a key pillar of our employee listening and engagement strategy. The forums enable our people to discuss and agree how their teams connect with the Company purpose, strategy and values, as well as discussing topics that impact them and their colleagues. Our UK & Ireland Retail Forums and UK & Gibraltar Office Forums host quarterly meetings where elected representatives come together to share feedback on all aspects of life at Entain. During these meetings they also hear updates from the business on topics ranging from company purpose, strategy and values to financial performance and operational initiatives. Our Directors are encouraged to attend employee forums and during the year have attended listening sessions that provide feedback and insight into the realities of everyday working life at Entain. As per our forum constitution, every two years we refresh our forums by electing new representatives. This election process was held in December 2023, and we now have a new forum team for 2024/25, who have been fully trained in readiness for their role.Entain plc Annual Report 2023
96
1 Overview
8 Strategic report
88 Governance
140 Financial statements

Director meeting attendance for 2023
The Board had six scheduled meetings in 2023 and a further eleven ad hoc meetings.

	Meetings attended	Meetings eligible to attend	Ad hoc Meetings	Ad hoc Meetings eligible to attend
Chairman
Barry Gibson	6	6	11	11
Executive Directors
Stella David	6	6	9	11
Rob Wood	6	6	10	11
Jette Nygaard-Andersen	5	5	8	9
Robert Hoskin	2	2
Non-Executive Directors
Pierre Bouchut	6	6	10	11
Rahul Welde	6	6	9	11
Virginia McDowell	6	6	10	11
David Satz	6	6	9	11
Amanda Brown	1	1	2	2

* Directors are expected to attend all scheduled Board meetings. Where Directors are indicated as not having attended Ad Hoc Board meetings, this is attributable to pre-existing and unavoidable commitments, typically as a result of the short notice given. In each case the Director was provided with all Board papers and the opportunity to provide comments to the Chairman as appropriate.

In December 2023, we gave our annual Entain Sustain updates, providing a deep dive into key business developments that touch on the important ESG initiatives, including regulation and environmental progress. The update provided an overview of our double materiality assessment held throughout H1 2023 where key stakeholders including investors, analysts, regulators, business partners, customers and colleagues were given the opportunity to share their views. The process was fundamental in mapping Entain’s material risks and opportunities, which underpinned the development of our new Sustainability strategy released during Entain Sustain in December.

The new strategy focuses on four core areas:
* Being a market leader on player protection – providing industry leading customer protection through innovative features, customer support, communications and our culture.
* Provide a secure and trusted platform – lead on integrity in everything that we do. From having the highest ethical standards, to only operating in regulated markets, to having a high standard of data protection and cyber security.
* Create the environment for everyone to do their best work – to attract a broad and diverse audience from the inside out. To be an employer of choice, build an inclusive and supportive culture where talent from all backgrounds can thrive.
* Positively impact our communities – Play our role in limiting global warming to no more than 1.5 degrees and create a positive impact on our communities.

We developed this strategy to strengthen our sustainability leadership role and articulate our approach to focus actions across our business and value chain.

AGM
All resolutions put to the 2023 Annual General Meeting received overwhelming support of those investors who voted, being approximately 80% of our shareholder base (slightly higher than the voting level of 77% in 2022). The results of the voting at all general meetings are published on our website: www.entaingroup.com.

Entain plc Annual Report 2023
97
1 Overview
8 Strategic report
88 Governance
140 Financial statements

Board Leadership and Company Purpose
As an Isle of Man incorporated company, Entain is not subject to the reporting obligations under Section 172 of the Companies Act 2006 (UK). Nevertheless, the Board recognises the importance of effective governance and intends to operate in line with the UK reporting regulations.

The Group has complied with the principles and provisions of the 2018 UK Corporate Governance Code. During 2023 the People & Governance Committee was composed of a majority of independent members, in compliance with Provision 17. However, as we began 2024, the composition of this Committee changed (further details can be found on page 102) and the Committee now comprises the Chairman, two independent non-executive directors and one non-executive director. Whilst not strictly in adherence with Provision 17, the Board is of the view that the composition of the People & Governance Committee complies with the spirit of the Code given that it is comfortable that sufficient independent judgement is applied by the four Committee members to the consideration of appointments to the Board. The Board will keep this matter under review and address the matter of independence of the Committee as additional non-executive directors are appointed to the Board. The Code can be found on the FRC’s website at www.frc.org.uk.

The Board had six scheduled in-person meetings in 2023. In addition there were a further eleven videoconference meetings during the year concerning urgent matters such as the review and approval of M&A transactions, overseeing resolution of the HMRC’s investigation and entering into the Deferred Prosecution Agreement with the Crown Prosecution Services as well as receiving updates on trading. Board meetings are a key mechanism for Directors to discharge their duties, notably under Section 172 of the Companies Act 2006 (UK). An overview of the Board’s discussions and how these considered the Group’s key stakeholders is set out below.

Board Activities during 2023
During 2023, the Board remained focused on the implementation of safer gambling activities and controls, and progress with embedding the enterprise risk management framework.

Strategy
* Execution of Group Strategy
* S C Cu Tc R Su Regular updates on priorities and improving capabilities for execution of core digital and retail business strategies.
* S C Cu Oversight of customer centric initiatives to better serve customers and enable moments of excitement.
* S C Oversight and challenge to proposed steps and progress accelerating sportsbook product and platform enhancements.
* R Su Continued oversight of steps being taken to exit markets with no domestic licences.
* S C Cu Tc R Su Two-day session revising strategy around the three pillars of organic growth, EBITDA margin expansion and US market growth.
* S C Deep Dives on the Retail segment, competitive landscape, marketing initiatives and value drivers of the Entain business.
* M&A Activity
* S C Cu R Su Received regular updates on potential M&A opportunities.
* S C Cu R Su Reviewed and approved five M&A transactions recommended by management.
* S C Cu R Su Approved equity raise of £600m through a non-pre-emptive placing of new ordinary shares to institutional and retail investors to fund the acquisition of STS Holdings S.A (“STS”).
* Entain consulted with a number of its major institutional shareholders prior to the placing and has respected pre-emption principles through the allocation process in so far as possible.
* Financial Plan
* S C Cu Su Discussed and approved the three-year plan.

Key to stakeholder groups: S Shareholders Cu Customers Su Suppliers TC The Community R Regulators C Colleagues

Entain plc Annual Report 2023
98
1 Overview
8 Strategic report
88 Governance
140 Financial statements

Performance
- Business updates
  - S Cu R Su Undertook segment reviews of the retail and core digital businesses.
  - S Cu R Su Discussed and debated challenges with financial and operational performance in H2 2023.
  - S C Conducted a detailed review of the competitive landscape, including both global and local operators’ strategic priorities and associated threats.
  - S C Cu R Su Monitored performance and debated strategic opportunities relating to BetMGM.
- Financial updates
  - S Cu R Su Reviewed and approved the 2024 Budget.
  - S C Cu Su Discussed and approved the continued progressive dividend policy.
  - S Cu R Su Monitored and debated the wider macroeconomic and geopolitical environment and its potential impact on our business.
  - S C Cu R Su Received monthly financial performance updates.
- Regulatory Developments
  - S C Cu TC R Su Received regular regulatory and legal updates from the Chief Governance Officer and Group General Counsel.
S C Cu TC R Su Closely monitored progress with the proposed settlement of HMRC’s investigation into the Group’s legacy Turkish-facing business before approving the final terms of the Deferred Prosecution Agreement.
- Risk
  - S C Cu TC R Su Approved the Group’s principal risks and kept under review the Group Risk Register considering new and emerging risks.
  - S C Cu TC R Su Conducted a deep dive into the controls and processes adopted by the Company to comply with regulatory, licencing and compliance regimes.
  - S C Cu TC R Su Reviewed and agreed the Principal Risks for 2024 and their allocation for monitoring between the Board and its Committees (see page 79 for more details)
  - S C Cu TC R Su Reviewed and approved the Group’s annual long-term viability statement.
- People and Culture
  - S Cu C TC Comprehensive review of the strategic people agenda and priorities, including steps being taken to attract and retain talent.
  - S C Oversight of organisation design and review of ways of working initiatives and performance culture.
  - S C Cu Received updates and provided feedback on the revised values as well as the results of the annual employee survey.
- Responsible Gambling
S C Cu TC R Received regular updates on the Group’s safer gambling activities, including the effectiveness of our ARC™ programme. Player Protection remained a key area of focus for the Board during 2023. A review of the methodology and key metrics for ensuring high standards of player protection is a standing board agenda item, including the proactive measures being taken to enhance controls and monitor player behaviours.
- Product & Technology
S C Cu R Su Received regular updates on the new technology blueprint and target operating model as part of ensuring Entain has the right platform capability needed to support the Company’s growth ambitions and evolving business needs.
* S C Cu R Su Kept under review the Tech debt plan to address identified issues in areas of compliance and cybersecurity.
* S C Cu R Su Monitored progress with migrating to a cloud embedded architecture.
* S C Cu R Su Received reports and provided input on actions being taken to enhance player experience and the quality of sportsbook product.
Governance
- Market Updates & Regulatory Disclosures
  - S Cu TC R Approved the Notice of Meeting for the AGM.
  - S C Cu R Reviewed and approved the Annual Report & Accounts following recommendations from the Audit Committee.# Entain plc Annual Report 2023

Board Activities during 2023

Considered key market updates and disclosure obligations in respect to Full Year and Half Year results, M&A transactions, trading performance and CEO succession.

Investor Feedback

Received feedback from investor meetings and roadshows from the Chair, Senior Independent Director, Executive Directors and Chief IR & Communications Officer. Considered external reviews of investor feedback on Entain’s performance and governance.

Board Governance

Kept under review the Schedule of Matters Reserved for the Board. Conducted its annual evaluation covering the effectiveness of the Board, its Committees and the performance of the Chair and individual directors. Established and approved the Terms of Reference for the Sustainability & Compliance Committee, People & Governance Committee and Capital Allocation Committee.

Conflicts of Interest Policy

Reviewed and approved the Board’s Conflicts of Interest Register.

Board Succession

Engaged with Spencer Stuart throughout the year as part of ongoing succession planning and appointed two new Non-Executive Directors.

Board Evaluation and Effectiveness

The Board undertakes an annual evaluation review in order to increase its effectiveness and to identify areas for improvement. Entain engaged Lintstock Ltd in 2023 to conduct a review of the performance of the Board and its committees. Lintstock is an advisory firm that specialises in Board reviews and has no other connection with the Company or individual Directors. The scope and objectives of the review were agreed following a briefing meeting between the Company Secretary and Lintstock. Lintstock collaborated with Entain to design a bespoke line of enquiry tailored to the business needs of the company, and to follow up on themes identified in Lintstock’s previous reviews. The Chairman and the Committee Chairs were given the opportunity to input into the focus of the exercise. As well as covering core aspects of governance such as information, composition and dynamics, the review considered people, strategy and risk areas relevant to the performance of Entain.

The review had a particular focus on the following areas:
* The ongoing CEO succession process
* The Board’s dynamics and relationship with management
* The Board’s oversight of growth opportunities

Board members completed bespoke surveys assessing the performance of the Board and each of its Committees, as well as the performance of the Chairman. Each director also completed a self-assessment questionnaire addressing their own performance. Lintstock analysed the findings from the surveys and delivered focused reports documenting the findings, including a number of recommendations to increase effectiveness. Lintstock’s findings were presented and discussed at the Board meeting in February. Actions were agreed for implementation and monitoring.

Lintstock found that the Entain Board engaged well with the Board evaluation process, with the Directors taking the opportunity to reflect on lessons learned over the past year. The Chairman was rated highly and the Board identified improvements in the management of meetings since Lintstock’s last review. There was a strong focus on further enhancing the Board’s visibility of the business, and recent improvements in the Board’s dynamics and engagement with management were commented on.

The Board identified a number of priorities for 2024, including:
* Appointing and successfully onboarding a new CEO
* Reviewing information flows to ensure optimal coverage of all aspects of the business
* Continuing to develop the Board’s understanding of investor sentiment and the visibility of other key stakeholders, including customers and employees
* Supporting management in delivering Entain’s key strategic imperatives.

Board Commitment, Balance and Independence

The Board keeps under review and remains satisfied that each Non-Executive Director devotes sufficient time to the role in order to discharge his or her responsibilities and duties effectively. The Chairman, Senior Independent Director and other Non-Executive Directors each have letters of appointment and do not serve in an executive capacity. Excluding the Chairman, of the remaining eight Directors, five are independent Non-Executive Directors. Due to his relationship with Eminence Capital LP, a shareholder holding more than 3% of the Company’s issued share capital, Ricky Sandler is considered as a Non-Independent Non-Executive Director. The People & Governance Committee, having considered the matter carefully, is of the opinion that the Board has an appropriate combination of executive and non-executive, in particular independent non-executive, directors and complies with the 2018 Code recommendations.

During the year, the Board considered requests for additional external appointments by Non-Executive Directors. In opining on these requests, the Board took into account the likely time commitment and any conflicts of interest these external appointments might raise. The Board agreed requests for David Satz and Rahul Welde to take on additional roles outside Entain.

Conflicts of Interest Policy

The Board has a Conflicts of Interest policy and an annual conflicts authorisation process, whereby the Board reviews and approves Entain’s Conflicts of Interest Register and seeks confirmation from each Director of any changes or updates to their position. This authorisation process informs the People & Governance Committee’s assessment of a Non-Executive Director’s independence and ability to devote sufficient time to their role when proposing that Director for re-election at the AGM.

Director Induction, Training and Development

The Chairman is assisted by the Company Secretary in providing all new Directors with a comprehensive induction programme on joining the Board. The induction programme provides new Directors with an understanding of their duties as Directors, the Group, its businesses and the markets and regulatory environments in which it operates. This includes meeting with senior executives and their direct reports. The programme also provides an overview of the Group’s governance practices. Non-Executive Directors will have further content tailored to the Board Committees that they will join. Amanda Brown and Ricky Sandler have both received a tailored induction programme following their appointment. This included one to one meetings with our Executive Committee, segment and functional leaders and our Internal and External Auditors.

The Chairman has overall responsibility for ensuring that Directors receive suitable training to enable them to carry out their duties. Training is also provided by way of reports and presentations prepared for each Board meeting, as well as meetings with Group employees and external advisers. During 2023 we have arranged lunch and learn sessions during the board meeting agenda that have given the Directors the opportunity to discuss and receive a deeper understanding of our Ethics and Compliance programme as well as a broader overview of the UK Retail Business and Competitive Landscape. The Directors have access to independent professional advice at the Group’s expense, as well as the advice and services of the Company Secretary, who advises the Board on regulatory and corporate governance matters.

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People & Governance Committee Report

Introduction

I am pleased to introduce the first report of the People & Governance Committee since it was established in April 2023. A key action arising from last year’s internal evaluation of the effectiveness of the ESG Committee (now called the Sustainability & Compliance Committee) was to consider how best to focus the wide remit of the ESG committee. Following a review, it was agreed that the Nomination Committee be retired and, in its place, a new Committee, the People & Governance Committee, be established. The remit of this new Committee is wider than that of the Nomination Committee as it includes diversity, equity and inclusion matters previously covered by the ESG Committee in addition to those areas covered by the Nomination Committee. Details of the membership of the Committee are set out on page 102.

During the year we have spent significant time reviewing the current composition of the Board to ensure we have the right balance of skills, experience and diversity to lead the Company and continue to deliver shareholder value. Further to our comprehensive succession planning and ongoing search for new directors, I was delighted to welcome Amanda Brown as an independent Non-Executive Director in November and more recently Ricky Sandler, who joined the Board as a Non-Executive Director in early January. On joining the Group, Amanda became a member of the Remuneration Committee and Ricky became a member of the People & Governance Committee and has recently joined the newly established Capital Allocation Committee.

Diversity, equity and inclusion are core considerations for the Committee. Following Rahul Welde’s appointment as a Non-Executive Director in July 2022, Entain is fully compliant with the Parker Review’s target to appoint at least one Board member from an ethnic minority background. Entain remains committed to achieving the external target laid out in the FTSE Women Leaders Review (the successor to the Hampton-Alexander Review) and the board diversity targets laid out in the Listing Rules and, whilst as at the date of this report female representation on the Board is at 33.3%, I am confident that we shall continue to strengthen diversity in all forms on the Board, Executive Committee and the extended leadership team as we go through 2024.# Entain plc Annual Report 2023

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People & Governance Committee Report

We are particularly focused on increasing female representation on the Board as part of our ongoing Non-Executive Director search. At the point of its establishment, the Committee was chaired by Stella David. Following her appointment as Interim Chief Executive Officer with effect from 13 December 2023, I became Chair of the Committee. During the year we have spent significant time reviewing the current composition of the Board to ensure we have the right balance of skills, experience and diversity to lead the Company and continue to deliver shareholder value.”

J M Barry Gibson
Chair of the People & Governance Committee

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The role of the Committee

The Committee actively reviews the composition and diversity of the Board and leadership team and has oversight of the succession process. It ensures that appropriate procedures are in place for the training and evaluation of directors; reviews workforce policies and practices and monitors their consistency with the Company’s purpose, strategy and values; and reviews developments in law, regulation, and business practice relating to corporate governance.

Key responsibilities of the Committee

Ensuring that there is a formal, rigorous and transparent procedure for appointments to the Board.
Leading the process for appointments and making recommendations to the Board.
Assisting the Board in ensuring its composition is regularly reviewed and refreshed, taking into account the length of service of the Board as a whole, so that it is effective and able to operate in the best interests of shareholders.
Overseeing the development of a diverse pipeline for succession for appointments to the Board and senior management positions.
In conjunction with the Board, setting measurable targets for diversity and inclusion in relation to the Board and senior management positions.
Reviewing workforce policies and practices, in particular those which have an impact on diversity and inclusion, culture, employee engagement and wellbeing.

The Committee’s terms of reference can be found on the Company’s website at www.entaingroup.com.

Committee membership and attendance

From the date that it was established on 26 April 2023 until 15 December 2023 the Committee comprised of the following three members: Stella David, who chaired the Committee, Barry Gibson, the Board Chairman (who had previously been Chair of the Nomination Committee), and Virginia McDowell, the Designated Workforce Director.

Following her appointment as Interim Chief Executive Officer, Stella David stepped down from the Committee. Barry Gibson replaced Stella David as chair of the Committee and Rahul Welde was appointed as a member of the Committee.

Post year end, on joining the Board, Ricky Sandler was appointed as a member of the Committee in accordance with the Relationship Agreement governing his appointment to the Board (see below).

The Committee had four meetings during 2023, all of which took place before the membership changes in December 2023. Attendance at the meetings was as follows.

Member	Number of meetings attended	Number of meetings eligible to attend
Stella David (Chair)	4	4
Barry Gibson	4	4
Virginia McDowell	4	4

Regular attendees at Committee meetings included the Chief Executive Officer and the Chief People Officer. Other individuals and external advisers were invited to attend as and when appropriate and necessary.

Activities

Board appointments

Following a tender process, the Committee engaged Spencer Stuart to support the recruitment of additional Non-Executive Directors. Following an extensive search against a specified remit, Spencer Stuart presented a list of potential candidates to the Committee. Meetings were held between shortlisted candidates and the Committee and the Chief Executive Officer. The Committee concluded that Amanda Brown would be an excellent addition to the Board, bringing a wealth of experience in human resources, remuneration strategy, and managing organisations through significant change, and therefore recommended Amanda’s appointment to the Board. Amanda Brown was subsequently appointed as an independent Non-Executive Director of the Board on 8 November 2023. She was also appointed as a member and Designate Chair of the Remuneration Committee on this date, as recommended by the Committee.

Aside from supporting the Group’s 360 Leadership Assessment and Development Programme Spencer Stuart has no other connections with the Company or individual Directors. It remains accredited under the enhanced voluntary code of conduct for Executive search firms.

Post financial year end, Ricky Sandler was, on the recommendation of the Committee, appointed as a Non-Executive Director of the Board and as a member of the Committee. Ricky has a deep knowledge of the business and believes in the quality of Entain’s operations and substantial growth opportunities. In connection with his appointment, due to being the Chief Executive Officer and Chief Investment Officer of Eminence Capital LP, a shareholder of the Company, Entain entered into a Relationship Agreement with Eminence Capital and Ricky Sandler, which covers matters including customary governance, standstill and voting provisions. In accordance with this agreement Ricky was appointed as a member of the People & Governance Committee and, following its formation in February 2024, as a member of the Capital Allocation Committee. A summary of the principal terms of the agreement is available on the Company’s website.

The Committee continues to work closely with Spencer Stuart to identify potential Non-Executive Director candidates that would add further value, bench strength and diversity to the Board.

Board composition and Board Committees

The Committee keeps the composition of the Board and its Committees under regular review to ensure that the directors, in their roles as members of the Board and members of the Board Committees, as a collective, have the right skills, experience and knowledge to discharge their responsibilities. The Committee also keeps under review longer term succession planning for the Board and its Committees. The Committee has kept the membership of each Board Committee under review during the year and has considered Committee membership planning as part of the broader Board succession planning process.

Due to the expertise and flexibility of the current directors, we were able to reconfigure the composition of the Board Committees as a result of Stella David stepping down as Chair of the People & Governance and Remuneration Committees. During the financial year the composition of Entain’s Board Committees met the requirements of the UK Corporate Governance Code and Entain’s own Terms of Reference for each Committee.

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Director re-appointment for the 2024 Annual General Meeting

The Committee considered the independence of each Non-Executive Director as part of its recommendation to the Board for Director re-election at the 2024 Annual General Meeting. It considered the Board Conflicts of Interest register and concluded that there were no obvious conflict situations or outside business interests which would negatively impact the independence of the directors. In making its recommendation, the Committee also considered the time commitment and performance evaluation of each Director standing for appointment.

Diversity, equity and inclusion

The Committee received regular diversity, equity and inclusion reports including details of key initiatives such as the establishment of employee networks; the progress of such initiatives; the implementation of new policies such as the Group’s global menopause policy; action plans to improve employee attraction, engagement and retention; action plans to improve gender diversity within the senior leadership team; the Group’s apprenticeship programme; and employment data including headcount, attrition rates, people relations cases, and people-related issues raised by the Internal Audit team. Further details on diversity, equity and inclusion can be found on pages 48 and 49. The Committee reviewed the Group Diversity, Equity & Inclusion Policy (including Board diversity) which was subsequently approved by the Board on the recommendation of the Committee. This can be found on our website at www.entaingroup.com.

Other reviews

The Committee reviewed the Policy on Outside Appointments for Directors and confirmed compliance with this policy throughout the financial year. The Committee reviewed the data submitted to the FTSE Women Leaders Review and also reviewed and approved for recommendation to the Board the proposal for the 2023 evaluation of the Board and its Committees.

Towards the end of the financial year the Group commenced a 360 Leadership Assessment and Development Programme for all Executive Committee members. The Committee was briefed on the contents of the assessment and the programme of which the key findings will prove valuable as the Company undertakes its search for a new permanent Chief Executive Officer.

Committee evaluation

A review of the Committee’s performance and effectiveness during the year was undertaken using a questionnaire facilitated by an external board review firm, Lintstock. Lintstock managed the evaluation process and produced the evaluation report. The feedback from the Committee evaluation was positive in terms of Committee composition, the quality of the meetings and the information provided to the Committee members and the workings of the Committee. The effectiveness of the Chair was rated highly and it was recognised that the Committee had worked well over the year.# Entain plc Annual Report 2023

People & Governance Committee Report

Audit Committee Report

Introduction

I am pleased to introduce the Audit Committee report setting out the key matters and issues considered in 2023. In addition to the Audit Committee’s obligations for financial reporting and ensuring the integrity of the Company’s financial and narrative statements, the Committee has continued to monitor progress with the implementation of the Group’s Enterprise Risk Management Framework and challenged management on the identification and assessment of principal and significant risks relevant to Entain.

The Audit Committee received assurance through focused deep dives that there has been good progress raising risk awareness throughout the organisation. We received regular updates on emerging financial and non-financial risks that has kept the Committee informed and focused on ensuring relevant controls and mitigating actions are in place and operating effectively.

The Committee has challenged management and our external auditors across a range of topics, in particular, key accounting judgments and control matters relating to M&A activity as well as the accounting treatment for the HMRC settlement arising from the investigation into the Group’s legacy Turkish-facing business. The Committee has also worked closely with the Sustainability & Compliance Committee when considering non-financial reporting and disclosures.

As Entain focuses on returning to organic growth in 2024, the Audit Committee will continue to play an important role monitoring the effectiveness of the control environment. I am confident that we have the right mix of financial, accounting, risk and sector experience, to enable the Committee to continue to perform effectively and deal with the challenges of the changing regulatory and operating environment that we face as we go into 2024.

Pierre Bouchut
Chair of the Audit Committee

“As Entain focuses on returning to organic growth in 2024, the Audit Committee will continue to play an important role monitoring the effectiveness of the control environment.”

Pierre Bouchut
Chair of the Audit Committee

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8Strategic report
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The role of the Audit Committee

The Audit Committee oversees the effectiveness of the Group’s financial reporting, systems of internal control and risk management and the integrity of external and internal audit processes.

Key responsibilities of the Audit Committee

Monitor the integrity of Entain plc’s financial statements and any formal announcements relating to the Company’s financial performance.
Review and challenge, where necessary, the significant financial reporting issues and judgements in relation to the half-year and annual financial statements.
Review the effectiveness of, and ensure that management has appropriate internal controls over, financial reporting.
Make recommendations to the Board concerning any proposed, new or amended accounting policies.
Review and monitor the relationship with the external auditor and oversee its appointment, tenure, rotation, remuneration, independence and engagement for non-audit services.
Oversee the work of Internal Audit and assess the effectiveness, performance, resourcing, independence and standing of the function.
Review and monitor the implementation and effectiveness of risk management systems and conduct a robust assessment of emerging and principal risks facing the Company.
Oversee policies, procedures and arrangements for capturing and responding to whistleblower concerns and ensuring they are operating effectively.
Assess and report on the Group’s viability.

The Audit Committee Terms of Reference can be found on the Company’s website at www.entaingroup.com.

Audit Committee membership and attendance

As at 31 December 2023 the Audit Committee comprised three members, all of whom are independent Non-Executive Directors. Pierre Bouchut is Chair of the Committee. He has a strong financial background, having been chief financial officer at Schneider Electric, Carrefour and Delhaize and extensive experience as an audit committee chair, currently serving at Pepco Group, Firmenich S.A. and GeoPost S.A. in this role. The Board is satisfied that he has the required level of relevant financial experience, as outlined in the UK Corporate Governance Code, and competence in accounting and auditing as required by the FCA’s Corporate Governance Rules in DTR7.

The Board remains satisfied that the Audit Committee as a whole has an appropriate level of independence and experience and relevant financial and commercial experience across various industries, including the gaming sector, to assess the issues it is required to consider. Committee members continue to receive relevant training to ensure competence relevant to the business, in addition to the other skills they bring to the Board and Committees.

Regular attendees at the meetings include the Chief Financial Officer & Deputy CEO, Director of Financial Control, Group General Counsel, Director of Internal Audit, the external auditor and the Chair of the Sustainability & Compliance Committee. During the year the Audit Committee met for private discussions with the external auditor and the Director of Internal Audit.

The Committee had five meetings during 2023.

Member	Number of meetings attended	Number of meetings eligible to attend
Pierre Bouchut (Chair)	5	5
David Satz	5	5
Rahul Welde	4	4

In February 2023, Mark Gregory and Vicky Jarman stepped down from the Committee and the Board prior to any 2023 Audit Committee meetings being convened. Rahul Welde joined the Committee on 23 February 2023.

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Audit Committee Report

Responsibility for Entain’s financial statements: Fair, Balanced and Understandable

The Board is ultimately responsible for presenting a fair, balanced and understandable assessment of Entain’s position and prospects, which extends to the half-year and annual financial statements and Annual Report.

Delegation

Entain’s finance department, led by the CFO & Deputy CEO, prepares and reviews the financial statements. Management coordinates with the CEO, CFO & Deputy CEO and Chairman on the preparation of any business model and strategy. The Company Secretary with the Chairman of the Board, the Chair of the various Board Committees, prepares the corporate governance statements and all Board Committee reports.

External Review

Entain’s external auditors audit the Annual Report and financial statements and review the half-year accounts. A report to the Audit Committee is prepared.

Committees’ Review

The Audit Committee reviews the Annual Report, draft financial statements and accompanying statements and meets with the external auditors to review their report. The Audit Committee proposes amendments and makes recommendations to the Board and further approves the Audit Committee’s Report. For the annual report the Remuneration Committee, People & Governance Committee and Sustainability & Governance Committee respectively review their Committee Reports, propose changes and make recommendations to the Board.

Board Review

The Board reviews the Annual Report and financial statements, accompanying reports and recommendations from its committees and makes changes to the disclosure where appropriate.

Auditor Reporting to The Board

The External auditors prepare their final report (Annual Auditor’s Report) or review report (half-year results).

Audit/Board Approval and Publish

The Board and auditors approve the Annual Report, year-end financial statements and disclosures and the half-year report and these are then released to the stock exchange and published on Entain’s website on receipt of the final audit report.

In respect of the financial statements and accompanying reports for the year ended 31 December 2023, the Company has followed the process detailed above. Following the review and challenge of the disclosures, the Committee recommended to the Board that the financial statements taken as a whole, were fair, balanced and understandable. The financial statements provided the shareholders with the necessary information to assess the Group’s performance, business model, strategy and risks facing the business. These include the ever increasing importance of ESG considerations.

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Audit Committee Report

External audit

The Audit Committee has primary responsibility for overseeing the relationship with the Group’s external auditor, KPMG. KPMG completed its sixth financial reporting audit, providing robust challenge on specific financial reporting judgements and the control environment, with continued specific focus on the design and operation of IT systems and controls. The lead audit partner is Mark Flanagan who has been in role since 2021.# Audit Committee Report

The Committee reviewed the external auditor’s approach and strategy for the annual audit and also received regular updates on the audit, including observations on the control environment and the core platform and IT capabilities. Key audit matters discussed with KPMG are set out in its report on page 147. The Audit Committee reviews the fee structure, resourcing and terms of engagement for the external auditor annually. It further considers the reappointment of the external auditor each year before making a recommendation to the Board. It is anticipated that a retender for audit services will be completed by 2028 or sooner, in line with relevant guidelines. The Committee believes that the anticipated timeline for the retender of audit services is in the best interests of shareholders. It provides an appropriate balance of factors such as the auditor’s knowledge of controls and risks, maintaining audit quality, independence and objectivity, and providing value for money. The Group is in compliance with the requirements of the Statutory Audit Services for Large Companies Market Investigation Order 2014.

Effectiveness of the external audit

The Audit Committee evaluated the effectiveness of the external audit process during the year in consultation with the Chief Financial Officer and members of the senior finance team. The key areas of focus were:

Safeguards against independence threats being sufficient and comprehensive.
Quality and transparency of communications being timely, clear, concise and relevant and that any suggestions for improvements or changes are constructive.
The exercise of professional scepticism and the willingness of the auditor to challenge management’s assumptions.
The quality of the audit engagement team – including the continuity of appropriate industry, sector and technical expertise or where there have been new areas of activity and changes in regulation or professional standards.

The Committee concluded that the external audit process had been effective and noted the positive enhancements and improvements made to the audit process during the year. Due to the growing complexity of the Group, it was agreed that a more global audit relationship with KPMG was required going forwards in order to enhance the quality and transparency of key audit matters and provide broader real time oversight of local statutory audits in the main jurisdictions of the Group’s geographic footprint.

Activities

Financial disclosure

The Audit Committee reviewed the full and half-year financial statements with management before proposing them to the Board for approval. In undertaking its review, the Audit Committee received reports from management and the external auditor outlining significant financial judgements and estimates, including the appropriateness of Group’s revenue from online operations and recoverability of the carrying value of the investment in the Parent Company. In undertaking its review, the Committee focused on the integrity of the Group’s financial reporting process, the clarity of disclosure and compliance with relevant reporting standards. The Audit Committee reviewed the assessment and reporting of longer-term viability, systems of risk management and internal control, including the reporting and classification of risk across the Group and the examination of what might constitute a significant failing or weakness in the system of internal control.

During the year, the Audit Committee considered the affordability of the Company’s progressive dividend policy, in particular, the implications of the HMRC settlement provision related to the Turkish facing business. The Committee further challenged and debated cash flow forecasts and consideration of relevant downside scenarios informed by long term viability modelling prior to approving the interim dividends paid for the full year 2023. The Committee gave consideration and challenge to the appropriateness of adopting the going concern assumption in preparing the financial statements. The Committee agreed with the conclusions reached and the going concern statement for the year ended 31 December 2023 is set out on page 77.

In considering the Annual Report and Accounts, the Committee assessed whether the report was fair, balanced and understandable. The process undertaken is outlined on page 106. The Committee reviewed the consistency of the narrative disclosures and financial statements. It received a report from management on the verification process undertaken in respect of the annual report. The Committee then made a recommendation to the Board, which in turn reviewed the report as a whole, confirmed the assessment and approved the report’s publication.

Risk

During the year the Committee received regular updates on the progress implementing the Enterprise Risk Management Framework and reports from the Group Risk Committee. The Committee conducted deep dives assessments on the principal risks allocated by the Board relating to Data Breach and Cybersecurity, Trading Liability and Pricing Management, Technology Failure and Taxes. During these assessments, the Committee challenged management and sought assurances that suitable measures were in place to monitor, manage and mitigate the relevant risks. The Committee conducted a year end review of principal risks and emerging risks facing the business and will continue to work with management to ensure that all Entain specific risks are identified with robust processes and controls implemented to effectively manage them. Further details on the Group’s principal risks are set out on pages 83-86.

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The Board with the support of the Audit Committee, completed its annual review of the effectiveness of the system of internal control, including the effectiveness of internal audit and consideration of whether it had the appropriate level of independence and its importance in assessing the Company’s culture. The Board concluded that it was satisfied that the system of internal control remains robust and fit for purpose and have selected areas on a risk basis for inclusion in the 2024 Internal Audit Plan.

Effectiveness of Internal Audit

The Audit Committee continued to monitor and review the effectiveness and capability of the Internal Audit function over the year. In assessing and determining effectiveness, the Committee met privately with the Director of Internal Audit, considered and approved the Internal Audit annual plan and surveyed management on their view of the effectiveness of Internal Audit. The Committee concluded that Internal Audit had unrestricted scope and access to information and sufficient resources to fulfil its annual work plan. This conclusion was strengthened by management’s positive feedback on the quality of the work performed and the additional assurance provided to management by the scope of Internal Audit’s processes.

Whistleblowing policy

The Group has a formal whistleblowing procedure by which employees can, in confidence, raise concerns about possible malpractice and misconduct. This is set out in the Group’s Code of Conduct and is approved by the Audit Committee. The Speak Out policy sets out the type of disclosure which is protected and also specifies to whom disclosures should be made and the process that will be followed. The Group actively encourages individuals, where they believe that malpractice has taken place, to make protected disclosures either internally through HR and Internal Audit or externally through an outsourced service provider. The Audit Committee receives regular reports from the Director of Internal Audit on the number of cases raised and the outcome of investigations. During 2023, the Company’s whistleblowing procedures have been further strengthened in order to assess complaints that might present an ethics issue. The Audit Committee continues to be satisfied that robust and appropriate arrangements are in place for the proportionate and independent investigation of such matters and for appropriate follow-up action.

Committee evaluation

The Committee undertook a review of its effectiveness through an online questionnaire administered by an external facilitator (Lintstock). The feedback from the Committee evaluation was positive in terms of Committee composition, the quality of the meetings, ways of working and the information provided to the Committee members. The effectiveness of the Chair was rated highly and it was recognised that the Committee had worked well over the year. There continued to be a good level of engagement with management and the external audit partner. Areas of focus for 2024 included close monitoring of financial performance, oversight of safer gambling controls, challenging management on progress automating key processes and controls, and spending more time to assess operational effectiveness and resiliency.

Non-audit services

The Audit Committee is responsible for the Group’s policy on non-audit services and the approval of non-audit services. The policy states that in the Company’s financial year, the total fees for non-audit services provided by the external auditors, excluding non-audit fees for due diligence for acquisitions and other specific matters noted below, should not exceed 70% of the average of the total fees for audit services they provided in the preceding three-year period. The policy is kept under annual review and the Audit Committee receives regular reports on non-audit services provided by KPMG and other audit firms. In the year ended 31 December 2023, the total non-audit fees as a percentage of the audit fees paid to the external auditors was 4.9%. In addition to their statutory duties, KPMG is also employed where, as a result of their position as auditors or for their specific expertise, they either must, or the Audit Committee accepts they are best placed to, perform the work in question.This is primarily work in relation to matters such as shareholder circulars, Group borrowings, regulatory ﬁlings and certain business acquisitions and disposals. In such circumstances the Audit Committee will separately review the speciﬁc service requirements and consider any impact on objectivity and independence of the auditors and any appropriate safeguards to this. As such the Audit Committee believes it is appropriate for these non-audit services to be excluded from the 70% cap set out above. In the year ended 31 December 2023 the fees paid in respect of due diligence for acquisitions to the external auditors was £nil.

Internal Audit

Internal Audit provides assurance to the Board, through the Audit Committee, that effective and efﬁcient control processes are in place to identify and manage business risks that may prevent the business from achieving its objectives and strategy. The Director of Internal Audit is a standing attendee of the Committee and provides regular reports on Internal Audit ﬁndings, including the assessment of issues raised in previous reports. The work completed by Internal Audit during the year focused on key areas of the Group (disclosed on pages 83 to 86 under Principal Risks), which included:

Reviews of anti-money laundering and safer gambling processes across various jurisdictions and businesses.
Digital fraud management.
Recruitment, talent resilience and retention practices.
Data governance and retention management.
Safer gambling interactions management.
IT governance, including privileged access controls.
Command Centre Management and performance of core production systems Disaster Recovery.
Stadia health and safety and animal welfare
Review of the Group’s compliance with the UK Modern Slavery Act and adequacy of provisions to mitigate risks of slavery.
Compliance with Ontario licence requirements
Ongoing reviews of key ﬁnancial controls’ operating effectiveness.

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Accounting and key areas of judgement and estimate

Throughout the course of the year, the Audit Committee determined the following areas of the ﬁnancial statements were of signiﬁcant interest. These issues were discussed with management and the external auditors to ensure that the required level of disclosure has been provided and that appropriate rigour has been applied where any judgement may be exercised.

| Matter considered | Action # Sustainability & Compliance Committee Report

Introduction

Prepare an ESG report for inclusion in the Annual Report and Accounts and oversee that any public disclosures on Sustainability and Compliance issues made by the Group accurately reflect the Group’s policies and processes. The Committee’s terms of reference were reviewed and updated by the Committee and subsequently approved by the Board during the financial year. These can be found on the Company’s website at www.entaingroup.com. The Committee has operated in line with its Terms of Reference throughout the financial year.

Committee membership and attendance

The Committee has three members, two independent Non-Executive Directors plus the Chairman of the Board. Stella David stepped down from the Committee on 26 April 2023 following the establishment of the People & Governance Committee which she chaired until December 2023 (see the People & Governance Committee report on pages 101 to 103 for further information). Following changes to Board Committee memberships agreed in December 2023, Rahul Welde stepped down from the Committee with effect from 15 December 2023 and Barry Gibson joined the Committee with effect from the same date. Regular attendees at the meetings include the Director of Internal Audit and the Group General Counsel. Other individuals and external advisers are invited to attend as and when appropriate and necessary. The Committee had six meetings during the year, all of which took place before the membership changes agreed in December 2023. Attendance at the meetings was as follows:

Member	Number of meetings attended	Number of meetings eligible to attend
Virginia McDowell (Chair)	6	6
Stella David	1	2
David Satz	6	6
Rahul Welde	2	6

Resigned from the Committee on 26 April 2023.
Resigned from the Committee on 15 December 2023.

Activities

Safer betting and gaming

The Committee received regular updates on the Group’s responsible betting and gaming programme. Briefings were held on the continued development and impact of the ARC TM programme and the Committee was given a demonstration of the customer journey under a range of scenarios. A deep dive review of the Principal Risk: Safer Betting & Gaming was undertaken, where the Committee considered potential developments in technology and regulatory guidance in key areas such as affordability and customer protection. As in the previous financial year, the Committee undertook a half-year and a full-year review of the delivery of safer betting and gaming project metrics as part of the responsible gaming element of the Group-wide annual bonus structure which has a 15% weighting. This review included an external assessment by EPIC Risk Management on the Company’s performance against targets. With more challenging metrics having been put in place for 2023, at its year-end assessment the Committee determined it was satisfied that these metrics had been met and made a positive recommendation to the Remuneration Committee as part of its assessment. Further information on the responsible betting and gaming remuneration metric is outlined on page 131 of the Directors’ Remuneration Report.

Sustainability

During the financial year the Sustainability Team completed a comprehensive sustainability materiality assessment which was reviewed by the Committee. The assessment has helped Entain to better identify the sustainability issues that are most material to the business and its stakeholders and will support its preparation for the incoming reporting requirements, such as the EU Corporate Sustainability Reporting Directive. Following the sustainability materiality assessment the four pillars of the Sustainability Charter were updated to:
* Be a leader on player protection
* Provide a secure and trusted platform
* Create the environment for everyone to do their best work
* Positively impact on our communities

More information on Entain’s Sustainability strategy can be found on pages 40 and 41.

Gaming licence compliance

The Committee considered key elements of the Group’s gaming licence compliance programme, including the development and update of Entain’s Sports Betting Integrity Policy and the measures being taken to reduce the threats posed by Sports Betting Integrity issues.

Compliance governance

The Committee received quarterly reports on international, UK, Retail and digital compliance developments and monitoring of the Group’s compliance management. It continued to review the impact of M&A activity on the Group’s compliance programme and the regulatory risks associated with new market entry. The Committee received updates on the progress of the application for a compliance management system certification against ISO 37301 and on the progress of the Compliance Assessment by the UK Gambling Commission.

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Ethics & compliance

Ethics and integrity are at the core of our organisation and culture. The Committee received regular updates on the key regulatory issues and trends around ethics, compliance and anti-money laundering from the expanded Ethics & Compliance team. The Committee approved the new Ethics & Compliance Charter which sets out the mission of the Group’s Ethics & Compliance Programme and the independence and authority of the Ethics & Compliance team, which ensures that they are able to request information and access resources and colleagues to enable them to effectively undertake monitoring, testing activity and investigations. The Committee reviewed and approved the Group’s Global Anti-Money Laundering & Counter-Terrorist Financing Policy and the Ethics & Compliance Three Year Strategy.

Privacy and data protection

Regular updates on privacy and data protection were given to the Committee, covering matters such as the steps being taken to improve data governance, the ongoing development of the Group’s cybersecurity strategy, and key legal and regulatory developments around data legislation. The Committee completed its annual review of the Group Data Retention Policy and the Group Data Protection Policy.

Health, Safety, Security and the Environment (“HSSE”)

The Committee discussed the Group’s environmental strategy and its commitment to being carbon net zero by 2035. HSSE performance was monitored by the Committee through regular updates on the Group’s HSSE performance indicators and initiatives. The Committee reviewed and approved the proposed HSSE strategy for 2023 as well as agreeing the Group’s HSSE KPIs for the forthcoming year. The Committee reviewed and approved the Health, Safety, Wellbeing & Workplace Policy Statement and the Environmental Policy Statement, both of which can be found on the Company’s website at www.entaingroup.com. During the financial year further workshops were held to support the Group’s work on meeting the TCFD requirements. The Committee received updates on the progress of the workshops and how they were informing the Group’s environmental strategy. The Committee undertook deep dive reviews on the two Principal Risks: health, safety and the wellbeing of customers, communities and employees, and loss of key locations. The former focused on addressing key risks and facilitating management solutions relating to HSE matters whilst the latter focused on the findings arising from assurance checks undertaken by the HSSE team and the actions taken to resolve any issues that had come to light from those checks.

Modern Slavery Act statement review

The Committee reviewed the Group’s Modern Slavery and Human Trafficking Transparency Statement for the financial year ended 31 December 2022, noting the key mitigation activities undertaken in 2022 including the continued monitoring of risks across the Group’s supply chains, enhanced mandatory training for all employees, and updated policies including a new Code of Conduct which sets out the Group’s commitment to preventing modern slavery. Entain continued to partner with Unseen, a UK anti-slavery charity. During 2022 steps were taken to implement the majority of the recommendations arising from the 2021 gap analysis undertaken by Unseen. During the year, the Committee received updates on the development of the multi-year Modern Slavery Strategy and the Modern Slavery Programme to support the Group’s work combating modern slavery. More details can be found on page 51. The Modern Slavery statement can be viewed on our website at www.entaingroup.com/modern-slavery-statement

Other reviews

The Committee oversaw the annual ESG report, reviewing the content and giving feedback to management on its content. It also received an overview of the current IT infrastructure and the key IT projects underway as well as an overview of the work of the Group Payment Processing Committee. The Committee meeting packs included the quarterly Internal Audit reports for information purposes. As and when appropriate, the Director of Internal Audit brought key matters to the attention of the Committee. The Committee received an update on the progress of the Group’s commitment to financially support areas such as research into safer gambling and education initiatives, grassroots sports, diversity in tech and community projects through the Entain Foundation.

Committee evaluation

A review of the Committee’s performance and effectiveness during the year was undertaken using a questionnaire provided by an external board review firm, Lintstock. Lintstock managed the evaluation process and produced the evaluation report. The feedback from the Committee evaluation was positive in terms of Committee composition, the quality of the meetings and the information provided to the Committee members, and the workings of the Committee. The Chair was rated highly and it was felt that the Committee had a good oversight of the policies and controls that fell within its scope of responsibilities.# Directors’ Remuneration Report

The changes to the Committee’s remit made following feedback from last year’s Committee evaluation had been positively received. Areas of focus for 2024 included ensuring a continued focus on safer betting and gaming, supporting the management of environmental goals and programmes, addressing the significant regulatory issues faced by the Company, undertaking tailored training, and receiving more of an external perspective on best practices relating to key issues.

Annual Statement from the Chair of the Remuneration Committee

On behalf of the Board, I am pleased to present the Directors’ Remuneration Report (the “Report”) for the year ended 31 December 2023.

I have taken on this role on 14 December 2023 upon appointment as Chair of the Remuneration Committee. I would like to thank my predecessor, Ruth Prior, for her significant contribution to the Committee and the company during her tenure.

The Report summarises remuneration outcomes for 2023 and outlines the Directors’ Remuneration Policy for 2024. The Policy is set out in our 2022 Directors’ Remuneration Report and can be viewed at www.entaingroup.com.

In a year of transition for Entain plc, we have been mindful of the experience of our shareholders to vote on our Annual Report on Remuneration at our AGM on 24 April 2024. The Report summarises remuneration outcomes for 2023 and outlines the Directors’ Remuneration Policy for 2024. The Policy is set out in our 2022 Directors’ Remuneration Report and can be viewed at www.entaingroup.com. In a year of transition for Entain plc, we have been mindful of the experience of our stakeholders, making remuneration decisions that reflect performance.

“The Remuneration Committee is committed to a strong alignment of pay and performance.”
Virginia McDowell
Chair of the Remuneration Committee

Directors’ Remuneration Report

In this section
Directors’ Remuneration Report
Remuneration in context	124
Annual Report on Remuneration	130
2023 incentive outcomes	130
2023 annual bonus	130
2021 Long-Term Incentive Plan (“LTIP”)	132
2023 Group performance	132

2023 annual bonus

The 2023 annual bonus for executive Directors was linked to the achievement of two key strategic objectives: the delivery of our sustainability strategy and progress against our market regulation objectives. Our results in 2023 failed to meet the threshold level of the stretching performance conditions that had been set, and so no annual bonus was paid to executive Directors for 2023.

The Remuneration Committee reviews the application of these metrics annually. In light of the significant regulatory challenges faced by the Group, progress continued to be made in both of these areas, resulting in a full payout in relation to these metrics.

The 2023 Remuneration Committee’s decision regarding the 2023 annual bonus was to award no bonus for the Group’s performance against financial targets.

Further details can be found on page 131.

2021 Long-Term Incentive Plan (“LTIP”)

The 2021 LTIP awards, granted to Directors, vested based on relative Total Shareholder Return (“TSR”) targets over the three-year period ended 31 December 2023.

The Board determined that the Company’s TSR performance over the period was below the threshold required for any vesting of these awards, and so they lapsed in full. Full details are set out on page 132.

2023 Group performance

2023 financial performance and strategic progress were strong. We delivered against our key strategic objectives, which were designed to drive shareholder value. Key performance highlights in 2023 include:

Retail: Net Gaming Revenue (“NGR”) grew by 5% to £7,479 million, with underlying EBITDA of £1,076 million.
Online: NGR grew by 12% to £4,336 million, with revenue growing to £3,983 million, 10% ahead of last year.
BetMGM: BetMGM delivered a strong performance, with NGR growing by 71% to £967 million, revenue of £967 million, and a positive EBITDA contribution of £34 million.
Strategy: Our joint venture in the US, BetMGM, delivered a strong performance, with NGR growing by 71% to £967 million, revenue of £967 million, and a positive EBITDA contribution of £34 million.
DPS: Dividend per share (DPS) grew by 8% to 17.8p per share, bringing total for the year to 17.8p per share.
Regulated markets: Growth in regulated markets delivered strong performance, and have been a key driver of our performance, and have been a key focus for the Company in ensuring we operate only in regulated or regulating markets, and have delivered market leading player protection in the markets in which we operate.

Remuneration in context

The Remuneration Committee’s decisions on Directors’ remuneration for 2024 reflect the Company's strategic priorities and the current economic environment.

Directors’ salaries

The Directors’ Remuneration Committee has reviewed the Directors’ salaries for 2024 and concluded that it is appropriate to make some adjustments, reflecting current market conditions. The Committee has also decided to adjust the performance conditions for the annual bonus.

Annual bonus

The Remuneration Committee reviews the annual bonus and concluded that it is appropriate to make some adjustments to the bonus framework to reflect the current strategic priorities of the Group.

For 2024, the annual bonus for executive Directors will be based on a balanced scorecard approach, incorporating financial targets and strategic objectives. A significant weighting will be placed on the performance of BetMGM, with its contribution being included as a standalone metric this year to emphasise the importance of this business to the future value of Entain plc.

The Remuneration Committee’s review of the 2023 annual bonus outcomes determined that the performance conditions for the annual bonus were not met, and as such, no annual bonus was paid to executive Directors.

Long-Term Incentive Plan

LTIP awards will continue to be linked to challenging performance conditions, including relative TSR and operational targets. We have retained the use of a bespoke peer group, rather than a broad market index, as they continue to represent the most appropriate market reference points.

Conclusion

The Remuneration Committee is committed to ensuring that executive remuneration is aligned with the interests of shareholders and the long-term success of the business. The Committee believes that the remuneration arrangements for 2024 appropriately reflect the Group’s performance and strategic objectives, and are in the interests of, and aligned with the interests of, our stakeholders.

Board changes

Stella David

Jette Nygaard-Andersen

Directors’ Remuneration Report

Role of the Committee

The Committee oversees the Company’s overall remuneration strategy to ensure it is aligned to the Company’s purpose and values and is linked to the successful delivery of the Company’s long-term strategy. The Committee has delegated responsibility for designing and determining remuneration for the Chairman, the Executive Directors and senior executive management. It also reviews the remuneration of the wider workforce and related policies and the alignment of incentives and rewards with culture, taking these factors into account when setting the remuneration policy for the executive team.

The Remuneration Committee

Committee membership and attendance during 2023

Member	Number of meetings attended	Number of meetings eligible to attend
Chair: Mark Gregory	6	6
Stella David	6	6
Rahul Welde	6	6
Non-Executive Director: David Nicolle	6	6
Non-Executive Director: Vasileios Petrou	6	6
Non-Executive Director: Paul Gribbin	4	4
Non-Executive Director: Nigel Thompson	4	4

David Nicolle stepped down as Chair on 31 December 2023. Vasileios Petrou was appointed to the Committee on 21 November 2023. Rahul Welde was appointed to the Committee on 19 May 2023. Paul Gribbin and Nigel Thompson were appointed to the Committee on 1 March 2023.

Member	Number of meetings attended	Number of meetings eligible to attend
Chair: David Nicolle	6	7
Stella David	2	2
Mark Gregory	4	11
Non-Executive Director: Rahul Welde	6	6

David Nicolle stepped down as Chair on 31 December 2023. Stella David was appointed to the Committee on 21 November 2023. Rahul Welde was appointed to the Committee on 19 May 2023. Mark Gregory was appointed to the Committee on 1 March 2023.

The Committee met seven times during 2023.

Key areas of Remuneration Committee focus in 2023

A summary of the matters considered during the year is set out below:

Our workforce
- Forum representatives receiving updates on all-colleague remuneration arrangements throughout the Group.
- Gap Report.
- Approval of the launch of the 2023 ShareSave Plan.
- Determination of the payouts from the 2022 annual bonus.
- Approval of the 2023 annual bonus plan and 2023 performance targets.
- Review of the remuneration of senior leadership roles, the remuneration of directors and the alignment with the wider workforce.
- Review of the remuneration arrangements for Directors and paid half in cash and half in deferred shares, as normal.
- Approval of the remuneration package for Stella David as Chair of the Remuneration Committee.
- Committee governance.
- Approval of the 2022 Directors’ Remuneration Report.
- Receiving updates on external market developments in remuneration and governance, including international compensation practices.
Review of the Group’s remuneration framework to ensure it is appropriate to attract, retain and motivate colleagues to deliver the Group’s strategy, including performance metrics that drive shareholder value and are aligned with the Group’s purpose and values.
- Delivering a presentation on Executive remuneration to the Board.
- Key areas of Remuneration Committee focus in 2023
- The Committee has focused on the following key areas in 2023:
  - Adherence to the Directors' Remuneration Policy.
The linkage of remuneration to the Group’s strategy and performance, including setting incentive plan targets that motivate shareholder value creation and understanding the markets for talent and best practice.
* Remuneration Committee evaluation.

The Committee has been supported by external remuneration consultants, Linstock, to ensure that the advice it receives is independent, objective and free from conflicts of interest. Linstock’s fees for acting as the Committee’s remuneration consultants were £30,000 in 2023. This included provision of market data, advice on content of remuneration policies, and advice on the remuneration arrangements for senior executives in the UK. Further details can be found at www.remunerationconsultantsgroup.com.

Deloitte LLP also provided a range of tax and advisory services to Entain plc and its subsidiaries, and provided specialist remuneration consulting advice to the Group’s internal audit function in relation to executive remuneration consulting in the UK. Further details can be found at www.remunerationconsultantsgroup.com.# Shareholder voting and consideration of shareholder views

The Directors' Remuneration Report outlines the remuneration framework for Executive Directors at Entain, designed to incentivise them to execute the Company’s strategy and create long-term sustainable value for shareholders.

Resolution Date: 2023
Votes for: 461,233,616
% of votes for: 93.6%
Votes against: 31,619,308
% of votes against: 6.4%
Votes withheld: 2,146,077

Annual Report on Remuneration: 461,233,616 (93.6%)
Remuneration Policy: 431,003,895 (87.3%)

Directors’ Remuneration Report

The remuneration framework for Executive Directors at Entain is intended to incentivise them to execute the Company’s strategy and create long-term sustainable value for shareholders.

Year	Total pay	Fixed Pay	Year 1	Year 2	Year 3	Year 4	Year 5
Base salary

Pension

Annual Bonus
One-year performance period
Key performance metrics
Malus provisions apply
Three-year deferral period

LTIP
Three-year performance period
Key performance metrics
Malus provisions apply

Shareholding Requirement

2023 – Executive Directors’ remuneration

The full explanatory notes for each element of remuneration are detailed on pages 130 to 132 in the Annual Report on Remuneration.

£000s	Base Salary	Vesting	Pension	Annual Bonus	LTIP	Total
Jette Nygaard-Andersen	813	2	34	407	–	1,256
Rob Cutts	800	16	23	222	–	1,061
David Williams	211	2	–	–	–	213
Total	1,824	20	57	629	–	2,530

2023 Incentive outcomes

The full explanatory notes for the annual bonus and LTIP outcomes are detailed on pages 131 to 132 in the Annual Report on Remuneration.

2023 Annual Bonus

Performance Metric	% of maximum	Outcome
Underlying Group Operating Profit (Underlying GOP)¹ (20%)	0% of maximum	£5,409m
Safer Betting and Gaming (15%)	100% of maximum	£642m
Customer (5%)	100% of maximum
Total payout	20% of maximum

2021–23 LTIP

Performance Metric	% of maximum	Threshold	Target	Stretch	Outcome
Cumulative EPS (33.3%)	0% of maximum	£5,409m	£642m		(15.5%)
Relative TSR vs. FTSE 100 (33.3%)	0% of maximum				(15.5%)
Relative TSR vs. Bespoke peer group (33.3%)	0% of maximum	Median: 8.4%	Median: 13.0%	Upper quartile: 46.1%	225.3p
Total payout	0% of maximum

Implementation of the Remuneration Policy for Executive Directors

The Remuneration Committee’s approach to remuneration is designed to align pay with the delivery of the Group’s strategy and the creation of long-term shareholder value.

Element	Operation	How we implemented the Policy in 2023	How we plan to implement the Policy in 2024
Salary	To provide competitive remuneration to attract and retain talent.	Executives receive salary increases normally taking effect annually, with increases in 2023 taking effect from 1 January 2023. To the extent that increases were above the typical level of increase across the Group, this was subject to Remuneration Committee approval.	The Remuneration Committee will review base salaries for Executive Directors, and any increases will be determined based on market data and the individual’s role, responsibilities and performance.

£000s		Y1	Y2
		Jan 2023
		2023
Base Salary	To provide competitive remuneration.	£813
		£800
		£211

Pension	To provide retirement benefits.	The company contribution to Executive Directors’ pension plans in 2023 was 6% of salary of £642,000 (2023 then 6% of salary of £642,000). Pension contributions are paid into the pension plan in line with Entain’s pension arrangements for all UK employees.	The company contribution for the pension plan for directors will continue to be 6% of salary.

Annual Bonus	To provide short-term incentive linked to performance.	Maximum annual incentive opportunity of 120% of base salary for Directors – 200% of base salary for Executives. Bonuses are payable for target performance and 50% of maximum opportunity is payable for threshold performance.	Maximum annual incentive opportunity of 120% of base salary for Directors – 200% of base salary for Executives. Bonuses are payable for target performance and 50% of maximum opportunity is payable for threshold performance.
		Performance metrics (as a percentage of total):
		– Underlying Group Operating Profit (60%)
		– Safer Betting and Gaming (20%)
		– Individual Objectives (20%)

LTIP	To provide long-term incentive linked to sustained value creation.	The maximum opportunity for Executive Directors is 200% of base salary. For Executive Directors, the maximum is 400% of base salary. Threshold performance will result in 20% of their maximum opportunity. See page 131 for further information.	The maximum opportunity for Executive Directors is 200% of base salary. For Executive Directors, the maximum is 400% of base salary.
		Performance conditions:
		– Earnings Per Share (EPS)
		– Relative TSR vs. a bespoke peer group
		The performance period for the 2021 LTIP ended in December 2023 and will lapse in full. See page 132 for further information.	The performance period for the 2021 LTIP ended in December 2023 and will lapse in full. See page 132 for further information.

2024 Shareholding Guidelines

The Directors’ Remuneration Policy, as detailed on page 134, sets out the framework for executive remuneration. The policy includes requirements for Directors to build and maintain a significant shareholding in the Company. This is to ensure their interests are aligned with those of shareholders and to promote a long-term perspective.

Directors are expected to hold a post-tax number of vested shares equivalent to 100% of their guideline (or their basic salary, where applicable) until the minimum shareholding requirement is met and maintained. Directors are also required to maintain 100% of their guideline shareholding for the duration of their tenure.

Shareholding guidelines:
* Chair: 200% of basic salary
* CEO: 150% of basic salary

The beneficial interests of Directors as at 31 December 2023 are detailed on page 134.

Shareholding guidelines:
* Chairman: 200% of base salary
* CEO: 150% of base salary

	Y1	Y2	Y3	Y4	Y5
Chair	100%	100%	100%	100%	100%
CEO	100%	100%	100%	100%	100%
Other Exec Directors	100%	100%	100%	100%	100%

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Performance metrics and link to strategy

The Remuneration Committee believes that the remuneration strategy should be directly linked to the Group’s strategy and performance. The Group’s remuneration strategy is designed to reward delivery of strategic priorities and the long-term success of the Group. Strategic pillars are translated into elements of reward.

Strategic pillars	Element of reward	Link to reward
Growth	Bonus	Achievement of individual objectives
Sustainability	Deferral of bonus into shares, LTIP	Safer betting and gaming
Total shareholder return	LTIP	BetMGM performance, growth and profitability
Element of reward	Bonus and LTIP
	ShareSave for all employees	Alignment with Entain’s culture
	Learning and development opportunities

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2024 Incentive plan metrics

Annual bonus

What are the metrics for the 2024 annual bonus?

For 2024, the annual bonus will be based on a 50:50 split between the Group’s performance and individual objectives. This is a continuation of the previous year’s approach. The Group’s performance element will be measured by a safer betting and gaming metric and individual objectives. The split between these metrics has been adjusted to reflect the importance of BetMGM’s performance and growth.

The safer betting and gaming metric will be calculated based on colleagues’ completion of relevant training. This metric is crucial for a sustainable business, and the protection of our customers is paramount. Continuing to include a safer betting and gaming metric reinforces the importance of this to all our colleagues.

The underpin for the annual bonus plan for 2024 will be the completion of the safer betting and gaming training by all colleagues.

What is the underpin?

In previous years, the threshold for our safer betting and gaming metric has required a minimum number of colleagues to complete relevant training. For 2024, the underpin has been set at 95% completion of the safer betting and gaming training. This means that if this threshold is not met, no colleague will receive any payment under the annual bonus plan. This further drives personal accountability.

Will the underpin continue for 2024?

Yes, the underpin will continue for 2024. As described above, the previous threshold has been reduced to 95% to reflect the integration of BetMGM into the Group’s performance metrics, which impacts the overall achievement of the safer betting and gaming metric.

How will the safer betting and gaming metric work for 2024?

For 2024, the metric will be based on colleagues’ completion of relevant training.

The CEO and Executive Directors will be subject to a minimum shareholding requirement of 100% of their base salary and 150% of their base salary respectively. The Chair will have a minimum shareholding requirement of 200% of their base salary.

When will targets for the 2024 annual bonus be disclosed?

The targets for the annual bonus, including individual objectives and the BetMGM performance metric, will be disclosed in the Company’s 2024 Directors’ Remuneration Report.

2024 LTIP

What metrics will be used for the 2024 LTIP?

For 2024, the LTIP will continue to be linked to the Group’s total shareholder return (TSR) performance against a peer group of companies, and the delivery of strategic growth and profitability. The LTIP award will vest subject to a three-year performance period.

Metric	Weighting	Threshold (16.7% vesting)	Maximum (100% vesting)
TSR vs. peer group	50%	Median	Upper quartile
Strategic growth and profitability	50%	80% of target	100% of target

The LTIP awards are subject to the achievement of challenging targets, including consideration of underlying performance.

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Committed to good governance

The Remuneration Committee is committed to good governance and ensuring that executive remuneration is fair, transparent, and aligned with the Group’s strategy and shareholder interests.

Clarity

The Remuneration Committee strives for simplicity and clarity in its remuneration policies and practices. This ensures that the remuneration arrangements are easily understood by both management and shareholders.

Risk

The Remuneration Committee considers the potential risks associated with executive remuneration. This includes ensuring that the incentive arrangements do not encourage excessive risk-taking. The Committee also considers the alignment of incentive arrangements with the Group’s safer betting and gaming and customer agendas.

Predictability

The Remuneration Committee aims for predictability in remuneration outcomes. This is achieved through the use of clear performance metrics and targets. The Committee also ensures that remuneration outcomes are proportionate to performance.

Proportionality

The Remuneration Committee ensures that remuneration outcomes are proportionate to the performance achieved by the Group and its executive directors. This is achieved through the use of performance-based incentives that are aligned with shareholder interests.

Alignment to culture

The Remuneration Committee ensures that remuneration arrangements are aligned with the Group’s culture and values. This includes promoting a culture of responsible business practices, such as safer betting and gaming.

Understanding our colleague reward framework

The Group’s reward framework is designed to attract, retain, and motivate colleagues across all levels. The principles applied to executive remuneration are also applied to all levels, ensuring fairness and consistency.


Colleague Reward Framework
Entain plc Annual Report 2023
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Directors’ Remuneration Report
Understanding our colleague reward framework
The Group’s reward framework is designed to attract, retain, and motivate colleagues across all levels.
This includes a competitive salary, a discretionary annual bonus opportunity and long-term incentive plans,
aligned with the Group’s performance and strategic objectives. The principles applied to executive remuneration
are also applied to all levels, ensuring fairness and consistency.

Alignment to culture
The Remuneration Committee ensures that remuneration arrangements are aligned with the Group’s culture and values.
This includes promoting a culture of responsible business practices, such as safer betting and gaming.

Risk
The Remuneration Committee considers the potential risks associated with executive remuneration. This includes ensuring that the incentive arrangements do not encourage excessive risk-taking. The Committee also considers the alignment of incentive arrangements with the Group’s safer betting and gaming and customer agendas.

Simplicity
The Remuneration Committee aims for simplicity in its remuneration policies and practices. This ensures that the remuneration arrangements are easily understood by both management and shareholders.

Proportionality
The Remuneration Committee ensures that remuneration outcomes are proportionate to the performance achieved by the Group and its executive directors. This is achieved through the use of performance-based incentives that are aligned with shareholder interests.

Clarity
The Remuneration Committee ensures clarity in its remuneration policies and practices. This ensures that the remuneration arrangements are easily understood by both management and shareholders.

Predictability
The Remuneration Committee aims for predictability in remuneration outcomes. This is achieved through the use of clear performance metrics and targets. The Committee also ensures that remuneration outcomes are proportionate to performance.

Alignment to culture
The Remuneration Committee ensures that remuneration arrangements are aligned with the Group’s culture and values. This includes promoting a culture of responsible business practices, such as safer betting and gaming.

We aim for transparency and a fair cascade of remuneration throughout the Group. The Group’s remuneration policy for Directors and senior management forms the basis of our approach to reward.

Our remuneration strategy is designed to attract, retain and motivate the talent needed to deliver the Group’s strategy, and to align the interests of our Directors and senior management with those of our shareholders and wider stakeholders. It is underpinned by a clear link between pay and performance, and ensures that remuneration is competitive and reflects the responsibilities of the roles.

Element Wider workforce Executive Directors and senior management

Base salary

Our base salary is the basis for a competitive package, taking into account factors such as country budget, relevant market rates, forecasts of any further market increases and attrition rates. The remuneration committee reviews base salaries annually.

Annual bonus

Our Executive Directors and senior management are eligible to participate in the Group annual bonus plan. The plan is designed to reward the achievement of strategic objectives and is linked to both Group and individual performance.

Pension

Directors and senior management are eligible to participate in the pension arrangement in their country of employment on the same basis as local employees.

Short-term incentives

Directors and senior management participate in the same Group annual bonus plan as eligible members of the wider workforce, although depending on role, greater emphasis may be placed on business unit performance. We operate local incentive arrangements that are competitive with market practice.

The Group annual bonus plan is a discretionary plan, with awards to Executive Directors and senior management subject to deferral into shares for three years.

Long-term incentives

A proportion of this population is eligible to be considered for LTIP or Restricted Stock awards. LTIP awards are typically granted annually, subject to Group performance outcomes.

Restricted Stock awards are made to Executive Directors and senior management, and vesting is subject to Group performance outcomes.

The Remuneration Committee will continue to consider the level of LTIP awards for Executive Directors and senior management, taking into account the Group’s performance and strategy, and alignment with shareholder interests.

Consideration of colleague and stakeholder views

The Remuneration Committee takes account of the views of colleagues and stakeholders when setting remuneration arrangements. During the year, this included seeking input from a wide range of employees, including shop floor and retail colleagues.

This engagement process provided valuable input on their experiences and insights, and we thank them for their input.

All-employee remuneration and actions in response to cost-of-living pressures

The Group’s remuneration framework for all colleagues is built on the principles of fairness and equity, and the focus on this is heightened in the current economic climate. We have undertaken a range of remuneration initiatives during 2023:

A number of countries have implemented pay increases, which are benchmarked against local market conditions.
We have provided targeted support to colleagues most impacted by increased living costs, taking into account local market conditions.

All of our colleagues have the opportunity to share in the value they create. A third cycle of our all-employee ShareSave plan was launched in November 2023. The plan offers colleagues the opportunity to save a proportion of their salary and to purchase shares in the Group at a discounted price. The scheme is currently open for applications and is expected to attract significant colleague participation. It is designed to align colleagues with the Group’s long-term objectives, and to reward them for their contribution to the Group’s success.

CEO pay ratio (unaudited)

The table below provides the CEO pay ratio (unaudited), calculated using two methods. The first is the median pay ratio for all employees, and the second provides further information on the total colleague remuneration in comparison to the CEO.

The CEO pay ratio is calculated based on full-time equivalent data as at 31 December 2023. Salary excludes any statutory payments such as sick pay and that the overall picture presented by the ratios is consistent with the Group’s approach to executive remuneration and the alignment of pay between the CEO and the wider workforce.

Method	25th percentile	50th percentile	75th percentile
2023 Option A	£78	£77,878	£88,378
2022 Option A	101	87	73
2021 Option A	£64,122	£74,571	£78,951
2020 Option A	106	£78,780	£84,880
2019 Option A	278	£255,766	170

UK colleagues – pay element

	25th percentile	50th percentile	75th percentile
Salary	£24,454	£25,031	20,301
Total remuneration	£35,188	£38,663	28,663

The median pay ratio for all UK colleagues was calculated based on full-time equivalent data as at 31 December 2023. Salary excludes any statutory payments such as sick pay and that the overall picture presented by the ratios is consistent with the Group’s approach to executive remuneration and the alignment of pay between the CEO and the wider workforce.

We aim to provide a market-competitive remuneration package in line with our remuneration policy, and for the overall remuneration of our colleagues to be fair and reasonable and receives regular review.# Structures are in place to support salary progression, and regular performance reviews are conducted. The relative importance of the spend on pay reflects our commitment to attracting and retaining talent, and to rewarding performance.

	2023	2022	% change
Increase in staff costs is largely due to an increase in employee numbers and an investment in key strategic roles.
1. Increase in employee numbers and an investment in key strategic roles.

Gender pay gap reporting

We are committed to equal pay for equal work, and this commitment is underpinned by our pay and grading structures.

The statutory gender pay gap for male and female colleagues in the UK is 4.0% (2022: 3.2%). From further analysis it is clear that these gaps largely remain within our business as a result of demographic factors and are continuing to invest in initiatives to create greater diversity at senior levels. Further information on these is provided on pages 127 and 128.

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Summary of performance

The below charts show the performance of Entain and its comparators over the period since 2015.

	2023	2022	2021	2020	2019	2018	2017	2016	2015
Entain	%	%	%	%	%	%	%	%	%
FTSE 100	%	%	%	%	%	%	%	%	%
FTSE 350	%	%	%	%	%	%	%	%	%
Travel & Leisure Index	%	%	%	%	%	%	%	%	%
Source: Thompson Reuters DataStream
31/12/21
31/12/22
31/12/23

	2023	2022	2021	2020	2019	2018	2017	2016	2015
Summary of CEO remuneration outcomes: 2015–2023
Year	CEO	CEO	CEO	CEO	CEO	CEO	CEO	CEO	CEO
	S David	S Segev	S Segev	S Segev	K Alexander	K Alexander	K Alexander	K Alexander	K Alexander
% of total remuneration
	£0.55m	£1.33m	%	%	%	%	%	%	%
Annual bonus payout (% of maximum)	–	–	48.8%	100%	–	–	–	100%	100%
LTIP vesting (% of maximum)	–	–	–	–	–	–	%	%	–
Other	100%	100%	100%	100%	100%	100%	100%	100%	100%
1.
2.
3.
4.
5.
Base salary/ fees		Annual bonus	Base salary/ fees		Annual bonus	Base salary/ fees		Annual bonus	Base salary/ fees
Executive Directors
S David	1	–	–	–	–	–	–	–	–
 Andersen	2	–	–	–	–	–	–	–	–
Andersen
Andersen
S Segev	3	–	–	–	–	–	–	–	–
S Segev	3	–	–	–	–	–	–	–	–
K Alexander	4	–	–	–	–	–	–	–	–
K Alexander
K Alexander
K Alexander
Non-Executive Directors
B Gibson	5	0%	–	–	0%	–	–	%	–
P Bouchut	6,7	5.1%	–	–	(1.2)%	–	–	%	–
	7	–	–	–	–	–	–	–	–
M Gregory	10	–	–	–	–	–	–	–	–
	10	–	–	–	–	–	–	–	–
	7	0.9%	–	–	0%	–	–	%	–
D Satz	11	(0.4)%	–	–	11.3%	–	–	–	–
R Welde	12	–	–	–	–	–	–	–	–
All colleagues	13	10.9%	(5.2)%	(9.7)%	(0.1)%	%	%	0.1%	%

Base salary/ fees		Annual bonus	Base salary/ fees		Annual bonus	Base salary/ fees		Annual bonus	Base salary/ fees
Executive Directors
S David	1	–	–	–	–	–	–	–	–
	2	–	–	–	–	–	–	–	–
R Wood	3	3.0%	1.3%	(57.8)%	3.6%	1.4%	%	27.2%	2.2%
	4	–	–	%	%	%	–	–	–
Non-Executive Directors
B Gibson	5	0%	–	–	0%	–	–	%	–
P Bouchut	6,7	5.1%	–	–	(1.2)%	–	–	%	–
	7	–	–	–	–	–	–	–	–
M Gregory	10	–	–	–	–	–	–	–	–
	10	–	–	–	–	–	–	–	–
	7	0.9%	–	–	0%	–	–	%	–
D Satz	11	(0.4)%	–	–	11.3%	–	–	–	–
R Welde	12	–	–	–	–	–	–	–	–
All colleagues	13	10.9%	(5.2)%	(9.7)%	(0.1)%	%	%	0.1%	%

Change in Directors’ pay for the year in comparison to all Entain colleagues

	2023	2022
	Base salary/ fees	Annual bonus
Executive Directors
S David	1	–
	2	–
R Wood	3	3.0%
	4	–
Non-Executive Directors
B Gibson	5	0%
P Bouchut	6,7	5.1%
	7	–
M Gregory	10	–
	10	–
	7	0.9%
D Satz	11	(0.4)%
R Welde	12	–
All colleagues	13	10.9%

	2023	2022
	Base salary/ fees 	Annual bonus
Executive Directors
S David	1	–
	2	–
R Wood	3	3.0%
	4	–
Non-Executive Directors
B Gibson	5	0%
P Bouchut	6,7	5.1%
	7	–
M Gregory	10	–
	10	–
	7	0.9%
D Satz	11	(0.4)%
R Welde	12	–
All colleagues	13	10.9%

| # Directors’ Remuneration Report

2023 annual bonus

The table below sets out the remuneration for the Executive Directors for the years ended 31 December 2023 and 31 December 2022.

Executive Directors	Base salary (£)	Pension (£)	Annual bonus (£)	Long-term incentive (£)	Total remuneration (£)	Total variable remuneration (£)
Stella David
2023	461,300	34,300	34,300	34,300	604,200	102,900
2022	–	–	–	–	–	–
J Nygaard-Andersen
2023	813,000	87,000	40,700	–	940,700	40,700
2022	820,000	36,000	1,000	–	857,000	1,000
Rob Wood
2023	827,000	16,000	222,000	–	1,065,000	222,000
2022	825,000	42,000	225,000	497,000	1,589,000	722,000
Total	2,921,300	179,300	697,000	497,000	4,215,900	1,085,700

The Group operates with a robust risk management framework, robust internal controls and a clear governance structure. The Directors are satisfied that these frameworks are fit for purpose and continue to be effective in managing the Group’s principal risks.

Further details on risk management are included within the Strategic Report.

Directors’ Remuneration Policy

The Remuneration Committee is responsible for setting the remuneration policy for the Executive Directors and the CEO. The policy is designed to attract, retain and motivate executive talent and to align executive remuneration with the interests of shareholders.

The remuneration of the Executive Directors is comprised of the following elements:

Base Salary: This is reviewed annually and is set at a level that is competitive within the relevant market.
Pension: Directors are eligible to participate in a defined contribution pension scheme.
Annual Bonus: This is an annual incentive opportunity, based on the achievement of specific financial and strategic objectives. The maximum bonus opportunity for the CEO and Executive Directors is 100% of base salary.
Long-term Incentive Plan (LTIP): This is a deferred award of shares, subject to the achievement of performance conditions over a three-year period. The maximum LTIP award is 200% of base salary for the CEO and 100% of base salary for Executive Directors.

Annual Report on Remuneration

130

8 Strategic report 88 Governance 140 Financial statements

Directors’ Remuneration Report

2023 annual bonus

The Remuneration Committee is committed to ensuring that executive remuneration is aligned with shareholder interests and reflects the company’s performance. For 2023, the annual bonus was linked to two key performance indicators: Net Gaming Revenue (NGR) and Earnings Before Interest, Taxes, Depreciation and Amortisation (EBITDA).

	J Nygaard-Andersen	R Wood	R Hoskin
Bonus opportunity (% of salary)	200%	200%	200%
Salary eligible for 2023 bonus	£825,000	£825,000	£410,000
Outcome:
– As % of maximum bonus	20%	20%	20%
– As % of salary	40%	40%	40%
Actual bonus paid (£)	£330,000	£330,000	£164,000
Long-term incentive shares awarded (£)	£497,000	£497,000	–

In summary: UK market – based on the usage of our active account management tools amongst risk-assessed online customers and the focus on ensuring customer safety and responsible gambling, giving an opportunity to offer the same targeted interactions and overall experiences to a large number of our players around the globe. In addition, a minimum level of completion of safer betting and gaming and other relevant training modules had to be achieved by our colleagues globally.

Long-Term Incentive Plan (LTIP)

The LTIP is designed to reward the achievement of long-term strategic goals and to align the interests of executive directors with shareholders. Awards are made in the form of nil-cost options over ordinary shares, which vest subject to the achievement of performance conditions over a three-year period.

For the 2023 LTIP awards, the performance conditions are based on:

Relative Total Shareholder Return (TSR): This measures the company’s TSR performance against a comparator group of companies.
Strategic Growth Targets: These are specific, measurable objectives related to the company’s strategic priorities.

The table below outlines the LTIP awards for the Executive Directors.

	Metric	Weighting	Threshold (25% vesting)	Target (50% vesting)	Maximum (100% vesting)	Entain performance	Vesting as a % of maximum for each metric	Vesting
	Relative TSR vs.	60%	Median: 13.0%	Upper quartile: 20.0%			0%	0%
	One-third
	Median: 13.0%
	Upper quartile: 20.0%
Safer betting and gaming	100%	20%	80%	90%	100%	93.6%	20%	20%
Total as a % of maximum opportunity								20.0%

The 2023 LTIP awards to Executive Directors are detailed below:

	J Nygaard-Andersen	R Wood	R Hoskin
Base salary eligible for LTIP	£825,000	£825,000	£410,000
Maximum award opportunity	£825,000	£825,000	£410,000
Actual award granted (£)	£165,000	£165,000	£82,000
Vesting as % of maximum award	20%	20%	20%

The vesting of the LTIP awards is subject to the achievement of performance conditions over a three-year period.

131# Directors’ Remuneration Report

Share awards granted during 2023 (audited)

The Remuneration Committee, in setting incentive awards for executive directors, considers a number of factors including, but not limited to, the achievement of specific strategic objectives, company performance, market conditions and shareholder expectations. For the LTIP awards granted during 2023, awards were made subject to two key performance conditions: relative Total Shareholder Return (“TSR”) performance against a bespoke peer group of companies (for one-third of the award) and a financial performance condition relating to adjusted diluted earnings per share (“ADEP”) (for the remaining two-thirds of the award). The Remuneration Committee retains discretion to adjust the awards if it believes the formulaic outcome is not appropriate.

The TSR element requires Entain to be at the median of the defined peer group for 33.3% of the award to vest, increasing to 100% vesting for achieving upper quartile performance. The ADEP element requires Entain to achieve threshold performance for 33.3% of the award to vest, increasing to 100% vesting for achieving maximum performance. The specific ADEP targets were set at the beginning of the financial year and are commercially sensitive. Further details regarding the plan are available in the Directors' Remuneration Report. The LTIP is the Company’s principal long-term incentive plan.

Chairman and Non-Executive Directors

	Fees	Annual bonus	£000	Long-term incentives	£000	Pension	£000	Total	Total variable remuneration
Barry Gibson
2023		–	–	–	–	–	–		
2022		–	–	–	–	–	–		
Pierre Bouchut
2023	112	–	–	–	–	–	–	112	–
2022	106	–	–	–	–	–	–	106	–

2023	13	–	–	–	–	–	–	13	–
2022	–	–	–	–	–	–	–	–	–
Stella David
2023	176	–	–	–	–	–	–	176	–
2022		–	–	–	–	–	–		
Mark Gregory	
2023	18	–	–	–	–	–	–	18	–
2022	106	–	–	–	–	–	–	106	106
	
2023	14	–	–	–	–	–	–	14	–
2022		–	–	–	–	–	–		

2023	107	–	–	–	–	–	–	107	–
2022	106	–	–	–	–	–	–	106	106
David Satz	6
2023		–	–	–	–	–	–		
2022		–	–	–	–	–	–		
Rahul Welde	7
2023		–	–	–	–	–	–		
2022	42	–	–	–	–	–	–	42	42
Former
2023	–	–	–	–	–	–	–	–	–
2022	42	–	–	–	–	–	–	42	42
Total
		–	–	–	–	–	–		

Fee structure

The Remuneration Committee’s decisions on Directors’ remuneration are guided by the Remuneration Policy and the provisions of the incentive plan rules. As such, she retained her eligibility to receive an annual bonus in respect of 2023, and her time pro-rated bonus was paid in accordance with the Remuneration Policy and the provisions of the incentive plan rules. As such, she retained her eligibility to receive a time pro-rated leaver treatment if this requirement is not met.

Directors’ Report

Customer and creditor payment policy

The Group is committed to prompt payment of customer cash-out requests and maintains adequate cash reserves to cover customer withdrawals and balances.

Share interests (audited)

The Remuneration Committee’s decisions on Directors’ remuneration are guided by the Remuneration Policy and the provisions of the incentive plan rules, and was paid in accordance with the Remuneration Policy and the provisions of the incentive plan rules. The Directors’ Report of the Company sets out for each Director their shareholdings in the Company at the balance sheet date. For further details of Directors’ share interests, please refer to note 32 ‘Share-based payments’ to the consolidated financial statements.

Director	As at 1 January 2023	As at 1 January 2024
B Gibson		
P Bouchut		
		
M Gregory		
		
		
D Satz		
R Welde		
Total
Board member		

Note:

Barry Gibson resigned as Chairman on 20 April 2023 and as a Director on 19 May 2023.
Mark Gregory and  were appointed as Directors on 28 February 2023 and 27 January 2023 respectively.
 was appointed as a Director on 1 December 2022.
Stella David resigned as a Director on 31 December 2022.
 was appointed as a Director on 1 September 2022.
David Satz resigned as a Director on 31 March 2023.
Rahul Welde resigned as a Director on 14 April 2023.

Letters of appointment

Director	Date appointed	Arrangement	Notice period
B Gibson		Letter of appointment	3 months
P Bouchut	13 September 2018	Letter of appointment	3 months
		Letter of appointment	3 months
		Letter of appointment	3 months
R Sandler		Letter of appointment	3 months
D Satz	22 October 2020	Letter of appointment	3 months
R Welde		Letter of appointment	3 months

Share interests (audited)

Director	Owned shares
B Gibson	
P Bouchut	
	–
M Gregory	2 7,446
	2 1,700
	
D Satz	
R Welde	21,644

Directors' Interests

This is reported in the Directors’ Remuneration Report on pages 133 and 134 and provides details of the interests of each Director, including details of current incentive schemes and long-term incentive schemes, the interests of Directors in the share capital of the Company and details of their share interests as at 31 December 2023.

Principal activity

Entain plc (the “Company”) and its subsidiaries (together the “Group”) is a major international sports-betting and gaming company operating both online and in the retail sector. The Company is registered as a public limited company under the Isle of Man Companies Act 2006 and is listed in the Premium category on the Main Market of the London Stock Exchange.

Results and future performance

A review of the Group’s results and activities is covered within the Strategic Report on pages 8 to 87. This incorporates the Chairman’s Statement, which include an indication of likely future developments.

Key performance indicators

Key performance indicators in relation to the Group’s activities are continually reviewed by senior management and are presented on page 23.

Dividends

An interim dividend of 8.9p per ordinary share was paid on 22 September 2023 and a second interim dividend for 2023 of 8.9p per ordinary share was approved by the Board on 29 February 2024, making a total dividend payment of £113m for the 2023 full-year. The Board recognises the importance of dividends to shareholders, the strength of the operational performance of the business and our future prospects. The Board expects to continue with its progressive dividend policy during 2024.

Corporate Governance

The Directors recognise the importance of corporate governance and their associated report is set out on pages 88 to 139. The information in that section is deemed to form part of this Directors’ Report for the purposes of DTR 7.2.1. As a company quoted on the Premium Main Market of the London Stock Exchange, the Company has adopted the 2018 UK Corporate Governance Code (“Code”), as amended from time to time, and will seek to comply with premium listed company norms to the extent appropriate for the size and nature of the Company.

Engagement with Employee Statements

This is discussed in the s172 Statement on pages 64 to 67, pages 96 to 97 and page 126.

Engagement with Stakeholder Statements

This is discussed in the s172 Statement on pages 64 to 67 and pages 96 to 97.

Research and development

The Group’s research and development is focused on the development and maintenance of the Entain platform and the production of its product portfolio, including ARC TM . The Group will continue to invest in research and development to ensure it remains well positioned to deliver sustainable growth. For further details on the Group’s strategic priorities, see the Strategic Report.

138 1 Overview
14 Strategic report
88 Governance
146 Financial statements

Substantial shareholdings – Interests in voting rights

In accordance with Chapter 5 of the Disclosure and Transparency Rules of the following interests in the Company’s Shares:

Shareholder	Number of Shares	% of Issued Share Capital & Total Voting rights
1 The Capital Group Companies	85,626,652	13.40%
Dodge & Cox	58,512,293	9.16%
Blackrock Inc	45,562,418	7.13%
Janus Henderson Group plc	32,126,154	5.03%
Eminence Capital, LP	30,054,030	4.7%
The Vanguard Group, Inc	26,991,121	4.23%

The Company had 638,799,891 ordinary shares in issue on 21 February 2024.

Risk management

The risk management objectives and policies of the Group are set out in the Directors’ Report and the Annual Report.

Political donations

The Company did not make any political donations or incur any political expenditure during 2023 (2022: Nil).

Insurance

The Directors’ and Officers’ liability insurance policy in respect of any legal costs that may be incurred against the Directors, officers and employees of the Group, in their capacity as such, is in place, and the Company has taken out Directors’ and Officers’ liability insurance.

Annual General Meeting

The Company’s Annual General Meeting will be held on 24 April 2024 at etc. venues, 200 Aldersgate, London, EC1A 4HD.

Independent Auditors

KPMG LLP (“KPMG”) has expressed its willingness to continue in office as the Company’s auditors and its reappointment is proposed at the forthcoming AGM. So far as the Directors are aware, there is no relevant audit information of which the Company’s auditors are unaware, and each Director has taken all the steps that he or she ought to have taken as a Director in order to make himself or herself aware of any relevant audit information and to establish that the Company’s auditors are aware of that information.

On behalf of the Board:

Directors’ interests

On appointment, each Director must notify the Company of their immediate and other interests in the Company and its subsidiaries and of any changes to such interests. Where a Director has a conflict of interest or a potential conflict of interest, the Director must notify the Company Secretary of the conflict. The Director will then be required to recuse themselves from discussions and voting on any matters where they have a conflict of interest or potential conflict of interest. Where a relevant Director does not receive Board papers and is excluded from discussions and voting on the subject matter that gives rise to the conflict. Directors may not vote, nor be counted in the quorum, on any resolution concerning their own appointment, removal or retirement, or concerning the payment of any remuneration, pension or other benefit to them.

Directors’ Indemnities

The Company has entered into deeds of indemnity with each of the Directors and officers of the Company and its subsidiary undertakings, for which the Company has maintained Directors’ and Officers’ liability insurance cover.

Diversity

Entain remains committed to establishing a 40% female Board in accordance with its own Board diversity policy and the external target of 40% as laid out in the FTSE Women Leaders Review by 2025. With female representation on the Board at 33.3% as at the date of this report, the Board notes that it has not met all of the FCA board diversity targets laid out in the Listing Rules, however, it has met the targets relating to senior Board positions and ethnic diversity (see tables below).

	Number of board members	Percentage of the board	Number of senior positions on the board #	Number in executive management*	Percentage of executive management*
Men	6	66.6%	3	6	75%
Women	3	33.3%	1	2	25%

	Number of board members	Percentage of the board	Number of senior positions on the board #	Number in executive management*	Percentage of executive management*
White British or other White (including minority- White Groups)	8	89%	4	6	75%
Asian/ Asian British	1	11%	0	2	25%

For the purposes of the FCA disclosures, ‘executive management’ refers to the Group’s executive committee, including the company secretary, but excluding administrative and support staff.

Share capital

Details of the Company’s authorised and issued share capital, together with details of the movement therein, are set out in Note 26 of the Financial Statements. The Directors are not aware of any restrictions on the transfer of shares. The Directors have considered the obligations attaching to shares and restrictions on the transfer of shares.# Entain plc Annual Report 2023

1 Overview

88 Strategic report

146 Governance

Financial statements

Directors’ Report

Financial statements

In this section

141 Independent Auditor’s Report
160 Consolidated income statement
161 Consolidated statement 
162 Consolidated 
163 Consolidated statement 
164 Consolidated statement    
165 Consolidated statement  
166 Consolidated statement  
167 Consolidated statement   
168 Consolidated statement  
169 Consolidated statement 
170 Consolidated statement  
171 Consolidated statement  

225 Corporate information

 
 
 

140 Financial statements Entain plc Annual Report 2023

141 Independent Auditor’s Report

In our opinion:

In our opinion, the financial statements give a true and fair view of the financial position of Entain plc as at 31 December 2023 and of its financial performance and its cash flows for the year then ended in accordance with United Kingdom Generally Accepted Practice and have been properly prepared in accordance with the requirements of the Companies Act 2006.

What our opinion covers

The audit of the financial statements gives rise to the opinions set out below. Our opinion on the financial statements has been formed on the basis of the findings related to the risk of material misstatement.

The audit of the consolidated financial statements gives rise to the opinions set out below. Our opinion on the consolidated financial statements has been formed on the basis of the findings related to the risk of material misstatement.

Group

Parent Company (Entain plc)

Consolidated income statement

Consolidated statement 

Consolidated statement 

Consolidated statement 

Consolidated statement 

Consolidated statement  

Consolidated statement 

Consolidated statement 

Consolidated statement 

Consolidated statement  

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) as modified by the requirements that apply in the UK. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the Group’s financial statements in the UK, including the Ethical Standard for Auditors etc. issued by the Financial Reporting Council (FRC), and we have fulfilled our other ethical responsibilities in accordance with the Ethical Standard. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Overview of our audit

The audit of the consolidated financial statements was performed by PwC.

Factors driving our view of risks

We are required by ISA (UK) 260 ‘Communication with those charged with governance’ to communicate with those charged with governance about, among other things, the scope and findings of our audit.

A significant part of our audit is the risk assessment of where, in our professional judgement, to focus our attention, and which of these are most significant to the audit of the financial statements. We have already communicated with those charged with governance about those matters that were of most significance to the audit of the financial statements.

These matters, unless otherwise indicated, were addressed in the appropriate level of overall audit work, without which our audit would have been materially misstated. This is not a complete list of all matters that could be considered significant.

Audit committee interaction

The audit committee has been kept informed of the scope and findings of our audit and has been informed about significant matters arising from our audit.

Our independence

We are professional, experienced and qualified auditors. Our independence is fundamental to our role and the trust placed in us. In accordance with ISAs (UK) and the FRC’s Ethical Standard for Auditors etc., we are required to comply with ethical requirements. We have complied with all relevant ethical requirements.

Our audit of the Group’s financial statements is conducted on the basis that we are objective and independent. This independence is also applied to listed public interest entities.

Fees	FY23 £m	FY22 £m
Audit related fees	3.6	3.0
Group	3.6	3.0
Inter-group audits	0.5	0.2
Other audit and assurance services	0.2	0.1
Tax advisory services	0.0	0.0
Total	4.5	3.3

Materiality (item 6 below)

The benchmark for materiality is Group profit before tax. We consider that profit before tax is the most appropriate benchmark given the users of the financial statements and the performance of the Group. Our materiality was set at £33.75m, representing 5% of profit before tax for the year.

Our materiality for the parent company financial statements is £33.75m, representing 5% of profit before tax for the year.

The materiality applied to the audit of the consolidated financial statements was £33.75m.

The materiality applied to the audit of the parent company financial statements was £33.75m.

Overview of our audit

Our audit is designed to provide reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error.

Key Audit Matters

Item	Description	Our response to the risk of material misstatement
4.1 Online operations	online operations	We have performed a detailed audit of the revenue recognition for online operations, including detailed testing of manual controls and system controls relating to the revenue recognition process, and review of the accounting policies for online gaming revenue.
4.2 Significant estimates and judgements	Significant estimates and judgements	We have performed a detailed audit of the key areas of judgement in the financial statements, including detailed testing of the accounting policies for significant estimates and judgements and review of the basis of preparation of the financial statements.
4.3 Intangible assets	Intangible assets	We have performed a detailed audit of the impairment reviews for intangible assets, including detailed testing of the accounting policies for intangible assets and review of the basis of preparation of the financial statements.

Group

GPM

LCM

HCM

PLC

AMPT

Group 

GPM 

HCM 

PLC 

LCM 

AMPT

	FY23 £m	FY22 £m
Group	40	36
GPM	33.75	22
LCM	30	22
HCM	20	20
PLC	2.25	2.0
AMPT	2.0	2.0

Independent Auditor's Report

The consolidated financial statements of Entain plc for the year ended 31 December 2023 have been audited by the Independent Auditor. The scope of the audit included the Group's financial statements and the Group's disclosures on principal risks and uncertainties.

The auditor's report confirmed that the financial statements give a true and fair view of the financial position of the Group as at 31 December 2023 and of its financial performance and cash flows for the year then ended. The auditor also confirmed that the financial statements comply with the Companies Act 2006 and International Financial Reporting Standards as adopted by the United Kingdom.

Group scope

Independent Auditor's Report

The impact of climate change

The Directors have considered the impacts of climate change and have assessed these against the Group's strategy and principal risks. These assessments are integrated into the Group's risk management framework. The Directors have concluded that the Group is a going concern for the foreseeable future and that the financial statements are prepared on a going concern basis.

The Group's disclosures on principal risks and uncertainties, as set out in note 2 to the financial statements, are considered by the Directors to be appropriate and comprehensive. The principal risks and uncertainties include those arising from climate change.

3. Going concern, viability and principal risks and uncertainties

Going concern

The Directors have a reasonable expectation that the Company and the Group will have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

The Group's ability to continue as a going concern is dependent on its ability to generate sufficient cash flows from its operations and to access sufficient funding to meet its obligations as they fall due. The Group has a robust financial framework in place, including access to committed borrowing facilities, which provides comfort regarding its ability to meet its obligations.

We also considered less predictable but realistic second order impacts, such as the physical impacts of climate change on our operations and supply chain, and the transition risks associated with a shift to a lower-carbon economy.

Viability statement

The Directors have assessed the Group's viability for a period of three years from the date of this report. This assessment has taken into account the Group's current position and performance, its principal risks and uncertainties, and its strategy and prospects.

The Directors have concluded that the Group is a viable entity for the foreseeable future. The going concern disclosure in note 2 to the financial statements is acceptable.

Principal risks and uncertainties

The Directors are responsible for identifying and managing the principal risks and uncertainties facing the Group. These include:

Regulatory and Legal Risks: Changes in gambling regulations, licensing requirements, and tax regimes in the jurisdictions in which the Group operates.
Operational Risks: Risks related to the Group's technology infrastructure, data security, fraud, and responsible gaming practices.
Market Risks: Fluctuations in consumer spending, competition, and the emergence of new technologies and business models.
Financial Risks: Interest rate fluctuations, foreign currency exchange rate volatility, and credit risk.
Climate Change: The physical and transitional risks associated with climate change.

The Group has a robust risk management framework in place to identify, assess, and mitigate these risks.

Our reporting

The Directors have reported on the Group's principal risks and uncertainties, including those arising from climate change, as detailed in note 2 to the financial statements. The principal risks and uncertainties have been assessed with due consideration of the potential impacts on the Group's strategy, financial performance, and longer-term viability.

The Directors believe that the disclosures provided in note 2 are adequate and in accordance with the Companies Act 2006.

4.# Key audit matters

What we mean

The following are the key audit matters:

4.1 Revenue from online operations (group)

Financial Statement Elements	TAB New Zealand	Our assessment of risk vs FY22
Revenue from online operations	FY23 £3,366.6m	The risk of data processing error relating to the recording of revenue transactions for the revenue from Online operations is stable.
	FY22 £2,998.5m

Description of the Key Audit Matter

Risk of data processing error

Revenue from online operations is significant to the Group. The complexity of the Group’s IT systems and the volume of transactions give rise to a risk of data processing errors in the recording of revenue.

Risk of fraud

Risk of fraud. The risk of fraud in the revenue from online operations could be manipulated through the overstatement of revenue, resulting in a material misstatement of the financial statements.

Our response to the risk

Controls:

The Group has implemented IT general controls and application controls over the revenue processing cycle. We have tested the design and operating effectiveness of these controls.
We have performed walkthroughs of the revenue process to understand the end-to-end process from customer engagement to revenue recognition.
We have assessed the design and operating effectiveness of controls over the TAB New Zealand revenue process, which involve significant manual intervention and judgement in the areas of revenue recognition and deferred consideration.
We have assessed the controls over the TAB New Zealand revenue process and the STS Holdings S.A. valuation model and discount rate.

Tests of details (tracing and vouching):

We have performed substantive analytical procedures over revenue from online operations, comparing current year performance to prior year and budget.
We have performed tests of details on a sample of revenue transactions to verify the accuracy and completeness of revenue recognised in the financial statements.
We have also performed testing over the TAB New Zealand revenue process and the STS Holdings S.A. valuation model and discount rate.

Communications with the Entain plc’s Audit Committee

We have discussed these key audit matters and our audit approach with the Audit Committee.
We have communicated our findings in relation to the key audit matters to the Audit Committee, including any identified deficiencies in internal control.

Areas of particular auditor judgement

The Group’s accounting for the acquisition of TAB New Zealand and STS Holdings S.A. involves complex accounting and sensitive assumptions relating to the acquisition of TAB New Zealand and STS Holdings S.A.

TAB New Zealand

Financial Statement Elements	FY23	FY22	Our assessment of risk vs FY22
Assets – TAB New Zealand Deferred and consideration	£374.1m	£nil	The risk of goodwill impairment relating to the acquisition of TAB New Zealand is significant. The carrying value of goodwill and intangible assets arising from the acquisition of TAB New Zealand is significant.
	£401.3m	£nil
	£1,112.1m	£nil

Description of the Key Audit Matter

Complexity and sensitivity

TAB New Zealand
The acquisition of TAB New Zealand resulted in the recognition of significant intangible assets and goodwill. The valuation of these assets involved complex accounting estimates and sensitive assumptions, including the projection of future cash flows and the determination of an appropriate discount rate. Our audit focused on the completeness and accuracy of the accounting for the acquisition, and the reasonableness of the key assumptions used in the valuation model.

Our response to the risk

TAB New Zealand

We have performed detailed testing of the TAB New Zealand revenue process, including tracing revenue transactions from source documentation to the general ledger and vouching revenue recognised to underlying customer contracts and agreements.
We have also performed analysis of revenue trends and key performance indicators for TAB New Zealand.
We have evaluated the competence, capabilities and objectivity of TAB New Zealand’s management and the valuation experts used in the acquisition.
We have considered the impact of the fair value adjustments made on the acquisition date on the subsequent accounting for the acquisition, including the amortisation of intangible assets and the impairment testing of goodwill.

Our valuation expertise:

We have engaged valuation specialists to assist in evaluating the reasonableness of the key assumptions used in the valuation of TAB New Zealand and STS Holdings S.A., including the discount rate.
We have assessed the controls around the valuation model and the data inputs.
We have performed sensitivity analysis to assess the impact of changes in key assumptions on the valuation.

STS Holdings S.A.

Description of the Key Audit Matter

Complexity and sensitivity

STS Holdings S.A.
The acquisition of STS Holdings S.A. resulted in the recognition of significant intangible assets and goodwill. The valuation of these assets involved complex accounting estimates and sensitive assumptions, including the projection of future cash flows and the determination of an appropriate discount rate. Our audit focused on the completeness and accuracy of the accounting for the acquisition, and the reasonableness of the key assumptions used in the valuation model.

Our response to the risk

STS Holdings S.A.

We have performed detailed testing of the STS Holdings S.A. revenue process, including tracing revenue transactions from source documentation to the general ledger and vouching revenue recognised to underlying customer contracts and agreements.
We have also performed analysis of revenue trends and key performance indicators for STS Holdings S.A.
We have evaluated the competence, capabilities and objectivity of STS Holdings S.A.’s management and the valuation experts used in the acquisition.
We have considered the impact of the fair value adjustments made on the acquisition date on the subsequent accounting for the acquisition, including the amortisation of intangible assets and the impairment testing of goodwill.# Independent Auditor's Report

Communications with the Entain plc’s Audit Committee

We have communicated with the Audit Committee of Entain plc, including the matters set out in section 404(3) of the Companies Act 2006 and Article 34 of the EU Audit Regulation. We have also communicated any matters of importance, including significant deficiencies in internal control identified during our audit, and any other matters that we are required to communicate to the Audit Committee under auditing standards.

Areas of particular auditor judgement

Assessing valuer’s credentials

We assessed [redacted]’s credentials.

Assessing transparency

We conducted a thorough review of [redacted]'s methodology, data inputs, and valuation model to ensure the transparency and reliability of its estimations. This involved detailed examination of the valuation report, supporting documentation, and the underlying assumptions used by [redacted]. Our procedures included:

Reviewing the qualifications and experience of the valuation team appointed by [redacted].
Evaluating the data sources and methodologies used by [redacted] for the valuation, including assessing the appropriateness of the data and the methods for consistency and relevance.
Performing sensitivity analyses on key assumptions to understand the impact of changes on the valuation outcome.
Assessing the adequacy of disclosures related to the valuation in the financial statements.

Recoverability of parent company’s investments in subsidiaries (parent company)

Financial Statement Elements in subsidiaries	FY23 £5,635.2m	FY22 £4,845.6m

Our assessment of risk vs FY22

The recoverability of the parent company's investments in subsidiaries is a key area of focus due to its significant value and the inherent uncertainties associated with subsidiary performance. We have assessed this area as Low risk, high value.

Description of the Key Audit Matter

The recoverability of the parent company’s investments in subsidiaries, totalling [redacted], requires significant judgement. This is primarily due to the inherent uncertainties in forecasting future performance of the subsidiaries, which directly impacts the recoverable amount of the investment. The assessment of recoverability involves considering future cash flows, discount rates, and other relevant factors.

Our response to the risk

We have performed the following procedures in relation to the recoverability of the parent company's investments in subsidiaries. Our procedures included:

Obtaining and evaluating the impairment assessment performed by management, including the key assumptions used.
Assessing the competence, capabilities and objectivity of the experts appointed by management.
Testing the impairment model for mathematical accuracy and consistency of application.
Assessing the reasonableness of key assumptions underpinning the recoverable amount calculation, including future cash flow projections, growth rates and discount rates. This included comparing projections to historical performance and external data.
Performing sensitivity analyses on key assumptions to assess the impact of changes on the recoverable amount.
Ensuring that disclosures related to the recoverability of investments in subsidiaries are adequate and comply with the applicable financial reporting framework.

Communications with the Entain plc’s Audit Committee

We have reported our findings on the significant risk areas, including the recoverability of investments in subsidiaries, to the Audit Committee of Entain plc. We discussed our approach, the key judgements made, and the outcomes of our audit procedures. We also discussed the adequacy of disclosures in the financial statements relating to these areas.

Fraud – identifying and responding to risks of material misstatement due to fraud

Fraud risk assessment

We are required to identify and assess the risks of material misstatement due to fraud, and to design and implement appropriate responses to address those risks. Our fraud risk assessment process involves considering:

Incentives or pressures on management to commit financial statement fraud.
Opportunities to commit fraud.
Attitudes or rationalizations used to justify fraudulent behaviour.

Our assessment procedures included:

Discussions among the audit team: We held discussions to consider the susceptibility of the Group and the Parent to material misstatement due to fraud.
Inquiries of management: We made inquiries of management regarding their knowledge of actual, suspected or alleged fraud affecting the Group.
Consideration of unusual or unexpected relationships: We considered unusual or unexpected relationships that we identified in performing analytical procedures.
Management override of controls: We consider the risk of management override of controls, as management is in a unique position to perpetrate fraud because of its ability to manipulate accounting records and present fraudulent financial information.

Link to KAMS

The recoverability of investments in subsidiaries and the risk of management override of controls are linked to Key Audit Matters (KAMs) as detailed in the 'Areas of particular auditor judgement' section.

Procedures to address fraud risks

We designed audit procedures to address identified fraud risks. Our procedures included:

Testing the operating effectiveness of controls: We tested the operating effectiveness of controls relevant to preventing and detecting fraud.
Data analytics: We used data analytics to identify anomalies and potential indicators of fraud.
Journal entry testing: We selected and tested journal entries for evidence of manipulation.
Management estimates: We specifically considered the risk of management bias in making accounting estimates.
Evaluating business rationale for significant unusual transactions: We evaluated the business rationale for significant unusual transactions entered into by the Group.

We are required to perform procedures which are designed to identify fraud, and are also required to consider management override of controls. Specifically, we assessed:

Risk of management override of controls: Given the nature of the Group's business and the size of the financial statements, we assessed the risk of management override of controls to be present. This included:
Evaluating the business rationale for significant unusual transactions: We obtained an understanding of the business rationale for significant unusual transactions and evaluated whether the accounting for such transactions is consistent with the business rationale.
- Reviewing journal entries: We reviewed journal entries, particularly those outside the normal course of business, for evidence of manipulation and tested a sample of these entries.
- Assessing significant accounting estimates: We assessed whether bias in the selection and application of accounting estimates indicated a potential for management bias.

Laws and regulations – identifying and responding to risks of material misstatement relating to compliance with laws

Laws and regulations risk assessment

We assessed the risk of material misstatement due to non-compliance with laws and regulations. Our procedures included:

Making inquiries of management and where appropriate, those charged with governance, regarding their compliance with laws and regulations.
Reviewing correspondence with relevant regulatory bodies.
Performing procedures to identify specific laws and regulations that are expected to have a direct effect on the determination of material amounts and disclosures in the financial statements, such as tax and pension laws.

Risk communications

We have communicated any instances of non-compliance with laws and regulations identified during our audit to the Audit Committee.

Direct laws context and link to audit

We considered the direct laws and regulations relevant to the Group, including gambling regulations and corporate governance requirements. We assessed the impact of these laws and regulations on the financial statements, including revenue recognition, licensing and compliance disclosures.
Our audit procedures included testing compliance with these regulations. For example, we tested the completeness and accuracy of revenue reported in line with licensing requirements. We also reviewed disclosures related to regulatory compliance.

Independent Auditor's Report

To the shareholders of Entain plc

Opinion on the financial statements

In our opinion, the financial statements of Entain plc for the year ended 31 December 2023 give a true and fair view of the financial position of the Group and the Parent Company as at 31 December 2023, and of the financial performance and cash flows of the Group and the Parent Company for the year then ended, and have been properly prepared in accordance with United Kingdom Generally Accepted Practice.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report.

We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the ICAEW’s Code of Ethics and International Code of Ethics for Professional Accountants (including International Independence Standards) and we have fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, 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 of the financial statements (which cover, whether or not due to fraud) we have considered in arriving at our audit opinion. We are not expressing an opinion on whether management override of controls or the appropriateness of management's assumptions for the valuation of financial instruments has occurred.

We have determined no key audit matters to communicate in our report.

Our approach to the audit

We have been instructed by the directors of Entain plc to report on the company's financial statements.

Conclusion

We have audited the financial statements, which comprise:

The consolidated and parent company balance sheets as at 31 December 2023.
The consolidated and parent company income statements for the year then ended.
The consolidated and parent company statements of cash flows for the year then ended.
The consolidated and parent company statements of changes in equity for the year then ended.
The related notes to the financial statements.

Independent Auditor's Report

To the shareholders of Entain plc

Opinion on the financial statements

In our opinion, the financial statements give a true and fair view of the financial position of Entain plc as at 31 December 2023, and of its financial performance and its cash flows for the year then ended; and have been properly prepared in accordance with United Kingdom Generally Accepted Practice.

Basis for opinion

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

We have determined no key audit matters to communicate in our report.

Our approach to the audit

We have been instructed by the directors of Entain plc to report on the company's financial statements.

Conclusion

We have audited the financial statements, which comprise:

The consolidated and parent company balance sheets as at 31 December 2023.
The consolidated and parent company income statements for the year then ended.
The consolidated and parent company statements of cash flows for the year then ended.
The consolidated and parent company statements of changes in equity for the year then ended.
The related notes to the financial statements.

Entain plc
Annual Report 2023
140

Financial statements
Independent Auditor's Report

6. Our determination of materiality

Basis for determining materiality and judgements applied

We determined materiality for the audit of the consolidated financial statements as a whole to be £45m (FY22: £40m). This represents 0.9% of Group Revenue and 0.4% of Total Group Assets.

For the purpose of our audit, we set performance materiality at £33.75m (FY22: £30m), which is 75% of materiality for the consolidated financial statements as a whole.

What we mean

Materiality is the magnitude of omission or misstatement of accounting information that, in the light of surrounding circumstances, makes it probable that the judgment of a reasonable person relying on the information would have been changed or influenced by the omission or misstatement.

Performance materiality is the amount or amounts set by the auditor at less than the materiality for the financial statements as a whole to reduce to an appropriate level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality for the financial statements as a whole.

Basis for determining materiality and judgements applied

Our determination of materiality reflects our professional judgement and takes into account qualitative and quantitative factors. We consider materiality to be the aggregate of misstatements, including omissions, considered significant to the financial statements.

The Group materiality of £45m (FY22: £40m) was determined based on:

Profit before tax: £2.25m (FY22: £2.0m) being 5% of profit before tax.
Revenue: £4,769.6m (FY22: £4,296.9m).
Total Group Assets: £10,850.6m (FY22: £8,740.1m).

Performance materiality was set at £33.75m (FY22: £30m), representing 75% of materiality for the consolidated financial statements as a whole.

We also set a quantitative threshold for posting audit misstatements which is £2.25m (FY22: £2.0m). This threshold is used to identify and aggregate identified misstatements.

Basis for determining the audit misstatement posting threshold and judgements applied

The audit misstatement posting threshold of £2.25m (FY22: £2.0m) was set at 5% of profit before tax.

Total Group Revenue
Total Group Assets

	FY23	FY22	FY23	FY22	FY23	FY22
Amount	£4,769.6m	£4,296.9m	(£842.6)m	£102.9m	£10,850.6m	£8,740.1m
Group Materiality as % of amount	0.9%	0.9%	(5.3%)	0.2%	0.4%	0.2%

7. The scope of our audit

Group scope

What we mean

The scope of our audit encompasses the consolidated financial statements of Entain plc and its subsidiaries (the Group). This includes all entities within the Group for which the audit is conducted.

The scope of our audit, in terms of the components we audited, involved the audit of the consolidated financial statements of Entain plc. This includes all entities within the Group which are considered significant for the preparation of the consolidated financial statements. The range of materiality applied to these components was between £4.25m and £3.0m.

Scope

Component	Number of components	Range of materiality applied
The Group	1	£4.25m - £3.0m
Key components of the Group, including significant subsidiaries and operations	151	£0.75m - £0.42m

Consolidated income statement for the year ended 31 December 2023

Notes	2023 £m	2022 £m
(Loss)/proﬁt for the year	(936.5)	19.5
Other comprehensive (expense)/income:
Currency differences on translation of foreign operations	(83.5)	182.9
Total items that may be reclassiﬁed to proﬁt or loss	(83.5)	182.9
Re-measurement of deﬁned beneﬁt pension scheme	(3.7)	(24.7)
Tax on re-measurement of deﬁned beneﬁt pension scheme	1.3	8.6
Surplus/(deﬁcit) on revaluation of other investment	1.1	–
Share of associate other comprehensive expense	(1.1)	(2.6)
Total items that will not be reclassiﬁed to proﬁt or loss	(2.4)	(18.7)
Other comprehensive (expense)/income for the year, net of tax	(85.9)	164.2
Total comprehensive (expense)/income for the year	(1,022.4)	183.7
Attributable to:
Equity holders of the parent	(1,020.8)	182.3
Non-controlling interests	(1.6)	1.4

Consolidated statement of comprehensive income for the year ended 31 December 2023

2023 (Note 32) Notes	£m	2022 Restated £m
Assets
Non-current assets
Goodwill	13	4,716.0
Intangible assets	13	3,960.1
Property, plant and equipment	15	533.4
Interest in joint venture	16	–
Interest in associates and other investments	17	47.1
Trade and other receivables	18	31.8
Other ﬁnancial assets	26	–
Deferred tax assets	10	493.2
Retirement beneﬁt asset	30	61.8
		9,843.4
Current assets
Trade and other receivables	18	503.2
Income and other taxes recoverable		71.5
Derivative ﬁnancial instruments	26	31.9
Cash and cash equivalents	19	400.6
		1,007.2
Total assets		10,850.6
Liabilities
Current liabilities
Trade and other payables	20	(878.6)
Balances with customers	27	(196.8)
Lease liabilities	22	(65.7)
Interest-bearing loans and borrowings	23	(319.2)
Corporate tax liabilities		(48.6)
Provisions	24	(20.9)
Derivative ﬁnancial instruments	26	(117.5)
Deferred and contingent consideration and other ﬁnancial liabilities	26	(157.0)
		(1,804.3)
Non-current liabilities
Trade and other payables	20	(433.8)
Interest-bearing loans and borrowings	23	(3,038.8)
Lease liabilities	22	(210.2)
Deferred tax liabilities	10	(825.1)
Provisions	24	(4.2)
Deferred and contingent consideration and other ﬁnancial liabilities	26	(1,741.5)
		(6,253.6)
Total liabilities		(8,057.9)
Net assets		2,792.7
Equity
Issued share capital	28	5.2
Share premium		1,796.7
Merger reserve		2,527.4
Translation reserve		150.4
Retained earnings		(2,211.7)
Equity shareholders’ funds		2,268.0
Non-controlling interests	35	524.7
Total shareholders’ equity		2,792.7

Consolidated statement of changes in equity for the year ended 31 December 2023

	Issued share capital	Share premium	Merger reserve	Translation reserve	Retained earnings	Equity shareholders’ funds	Non-controlling interests (Note 35)	Total shareholders’ equity
£m	£m	£m	£m	£m	£m	£m	£m
At 1 January 2022	4.8	1,207.3	2,527.4	63.4	(635.8)	3,167.1	1.4	3,168.5
Proﬁt for the year	–	–	–	–	24.2	24.2	(4.7)	19.5
Other comprehensive income/ (expense)	–	–	–	176.8	(18.7)	158.1	6.1	164.2
Total comprehensive income	–	–	–	176.8	5.5	182.3	1.4	183.7
Share-based payments charge	–	–	–	–	18.3	18.3	–	18.3
Business combinations	–	–	–	–	–	–	178.9	178.9
Recognition of put liability	–	–	–	–	(181.2)	(181.2)	–	(181.2)
Purchase of non-controlling interests (Note 35)	–	–	–	–	(3.7)	(3.7)	2.1	(1.6)
Equity dividends (Note 11)	–	–	–	–	(50.0)	(50.0)	–	(50.0)
At 31 December 2022	4.8	1,207.3	2,527.4	240.2	(846.9)	3,132.8	183.8	3,316.6
At 1 January 2023	4.8	1,207.3	2,527.4	240.2	(846.9)	3,132.8	183.8	3,316.6
Loss for the year	–	–	–	–	(928.6)	(928.6)	(7.9)	(936.5)
Other comprehensive income/ (expense)	–	–	–	(89.8)	(2.4)	(92.2)	6.3	(85.9)
Total comprehensive income	–	–	–	(89.8)	(931.0)	(1,020.8)	(1.6)	(1,022.4)
Issue of shares (Note 28)	0.4	589.4	–	–	–	589.8	–	589.8
Share-based payments charge	–	–	–	–	23.6	23.6	–	23.6
Business combinations (Note 32)	–	–	–	–	–	–	354.0	354.0
Recognition of put option liability	–	–	–	–	(350.5)	(350.5)	–	(350.5)
Purchase of non-controlling interests (Note 35)	–	–	–	–	–	–	(4.1)	(4.1)
Equity dividends (Note 11)	–	–	–	–	(106.9)	(106.9)	(7.4)	(114.3)
At 31 December 2023	5.2	1,796.7	2,527.4	150.4	(2,211.7)	2,268.0	524.7	2,792.7

Consolidated statement of cash flows for the year ended 31 December 2023

	2023 £m	2022 £m
Cash generated by operations	810.0	846.9
Income taxes paid	(137.3)	(106.1)
Net ﬁnance expense paid	(224.6)	(100.6)
Net cash generated from operating activities	448.1	640.2
Cash ﬂows from investing activities:
Acquisitions	(1,315.4)	(738.6)
Cash acquired on business combinations	87.9	29.9
Dividends received from associates	9.6	3.6
Purchase of intangible assets	(191.5)	(129.9)
Purchase of property, plant and equipment	(69.1)	(82.1)
Proceeds from the sale of property, plant and equipment including disposal of shops	0.7	–
Purchase of investments in associates and other investments	(3.1)	–
Investment in joint ventures	(40.7)	(175.1)
Net cash used in investing activities	(1,521.6)	(1,092.2)
Cash ﬂows from ﬁnancing activities:
Proceeds from issue of ordinary shares	589.8	–
Net proceeds from borrowings	1,780.3	838.4
Repayment of borrowings	(1,419.2)	(109.0)
Repayment of borrowings on acquisition	(9.4)	(162.8)
Subscription of funds from non-controlling interests	350.5	174.3
Settlement of derivative ﬁnancial instruments	(13.2)	41.6
Settlement of other ﬁnancial liabilities	(266.7)	(32.9)
Payment of lease liabilities	(68.5)	(83.0)
Dividends paid to shareholders	(106.9)	(50.0)
Dividends paid to non-controlling interests	(7.4)	–
Net cash used in financing activities	829.3	616.6
Net (decrease)/increase in cash and cash equivalents	(244.2)	164.6
Effect of changes in foreign exchange rates	(13.7)	6.8
Cash and cash equivalents at beginning of the year	658.5	487.1
Cash and cash equivalents at end of the year	400.6	658.5

1. Included within cash ﬂows from acquisitions is £5 . 4m relating to the purchase of minority holdings in STS Holdings SA (2022: £1 .7m relating to the purchase of minority holdings in Scout Gaming AB and Global Gaming Limited).
The translation reserve is used to record exchange differences arising from the translation of the ﬁnancial statements of subsidiaries with non-sterling functional currencies.# Entain plc Annual Report 2023

1 Corporate information

Entain plc (“the Company”) is a company incorporated and domiciled in the Isle of Man on 5 January 2010 whose shares are traded publicly on the London Stock Exchange. The principal activities of the Company and its subsidiaries (“the Group”) are described in the strategic report. The consolidated financial statements of the Group for the year ended 31 December 2023 were authorised for issue in accordance with a resolution of the Directors on 7 March 2024. The nature of the Group’s operations and its principal activities are set out in Note 5.

2 Basis of preparation

The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies to the European Union and in accordance with the requirements of the Isle of Man Companies Act 2006 applicable to companies reporting under IFRSs. The accounting policies set out in this section as detailed have been applied consistently year on year other than for the changes in accounting policies set out in Note 3. The consolidated financial statements are presented in Pounds Sterling (£). All values are in millions (£m) rounded to one decimal place except where otherwise indicated. The separately disclosed items have been included within the appropriate classifications in the consolidated income statement. Further details are given in Note 6.

Going concern

3 Changes in accounting policies

From 1 January 2023 the Group has applied, for the first time, certain standards, interpretations and amendments. The adoption of the following standards and amendments to standards did not have a material impact on the current period or any prior period upon transition:
– Amendments to IAS 1 Presentation of Financial Statements; disclosure of accounting policies;
– Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors; definition of accounting estimates;
– Amendments to IAS 12 Income Taxes; deferred tax related to assets and liabilities arising from a single transaction;
– Amendments to IAS 12 International Tax Reform Pillar Two Model Rules;
– IFRS 17 Insurance Contracts; original issue.

4 Summary of significant accounting policies

4.1 Basis of consolidation

The consolidated financial statements comprise the financial statements of the Group at 31 December each year. The consolidation has been performed using the results to 31 December for all subsidiaries, using consistent accounting policies. With the exception of a small number of immaterial subsidiaries, the financial statements of those subsidiaries are prepared to 31 December. Control is achieved where the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect these returns through its power over the investee. All intragroup transactions, balances, income and expenses are eliminated on consolidation. Subsidiaries are consolidated, using the acquisition method of accounting, from the date on which control is transferred to the Group and cease to be consolidated from the date on which control is transferred from the Group. On acquisition, the assets and liabilities and contingent liabilities of a subsidiary are measured at fair value at the date of acquisition. Any excess of the cost of acquisition over the fair values of the separately identifiable net assets acquired is recognised as goodwill. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used in line with those used by the Group.

4.2 Critical accounting estimates and judgements

The preparation of financial information requires the use of assumptions, estimates and judgements about future conditions. Use of available information and application of judgement are inherent in the formation of estimates. Actual results in the future may differ from those reported.

Strategic report 88
Governance 140
Financial statements

Entain plc Annual Report 2023

165 Notes to the consolidated financial statements for the year ended 31 December 2023

4 Summary of significant accounting policies (continued)

4.2 Critical accounting estimates and judgements (continued)

Judgements

Management believes that the areas where judgement has been applied are:
– separately disclosed items (Note 6).
– business combinations (Note 32)

Separately disclosed items

To assist in understanding the underlying performance of the Group, management applies judgement to identify those items that are deemed to warrant separate disclosure due to either their nature or size. Whilst not limited to, the following items of pre-tax income and expense are generally disclosed separately:
– amortisation of acquired intangibles resulting from IFRS 3 “Business Combinations” fair value exercises;
– profits or losses on disposal, closure, or impairment of non-current assets or businesses;
– corporate transaction and restructuring costs;
– legal, regulatory and tax litigation;
– changes in the fair value of contingent consideration; and
– the related tax effect of these items.

Any other non-recurring items are considered individually for classification as separately disclosed by virtue of their nature or size.

During 2023 the Group separately disclosed a net charge on continuing operations before tax of £1,287.5m including £254.6m of amortisation of acquired intangibles resulting from IFRS 3. The separate disclosure of these items allows a clearer understanding of the trading performance on a consistent and comparable basis, together with an understanding of the effect of non-recurring or large individual transactions upon the overall profitability of the Group. The separately disclosed items have been included within the appropriate classifications in the consolidated income statement. Further details are given in Note 6.

Business combinations – Acquisition consideration

For business combinations, in assessing the relevant consideration transferred, certain judgements are required to assess whether transfers of assets reflect payments for future service or elements of acquisition consideration. Specifically, for the Tab NZ acquisition, the Group has committed to make minimum guaranteed funding payments to Tab NZ in the first five years post completion, with further contingent payments subject to revenue performance up to and including year 25. As there are no ongoing obligations or service requirements on the selling party, these payments have been deemed to form part of consideration under IFRS 3 rather than ongoing deductions on profits. Further details are provided in Note 32.

Estimates

Included within the financial statements are a number of areas where estimation is required. Management believes that the area where this is most notable within the financial statements is the accounting for business combinations (Note 32).

Business combinations

For business combinations, the Group estimates the fair value of the consideration transferred, which can include assumptions about the future business performance of the business acquired and an appropriate discount rate to determine the fair value of any contingent consideration. The Group then estimates the fair value of assets acquired and liabilities assumed in the business combination. The area of most notable estimation within the fair value exercise relates to separately identifiable intangible assets including brands, customer lists and licences. These estimates also require inputs and assumptions to be applied within the relief from royalty calculation of fair values with the more significant assumptions relating to future earnings, customer attrition rates and discount rates. The Group engages external experts to support the valuation process, where appropriate. IFRS 3 ‘Business Combinations’ allows the Group to recognise provisional fair values if the initial accounting for the business combination is incomplete. The fair value of contingent consideration recognised in business combinations is reassessed at each reporting date, using updated inputs and assumptions based on the latest financial forecasts and other relevant information for the businesses acquired. Fair value movements and the unwinding of the discounting is recognised within the income statement as a separately disclosed item. See Note 6 and Note 32 for further details.# 4 Summary of significant accounting policies (continued)

4.2 Critical accounting estimates and judgements (continued)

Business combinations (continued)

Goodwill on acquisition is initially measured at cost, being the excess of the cost of the business combination over the Group’s interest in the net fair value of the separately identifiable assets, liabilities and contingent liabilities at the date of acquisition in accordance with IFRS 3 Business Combinations. Goodwill is not amortised but reviewed for impairment at the first reporting period after acquisition and then annually thereafter. As such it is stated at cost less any provision for impairment of value. Any impairment is recognised immediately in the consolidated income statement and is not subsequently reversed.

On acquisition, any goodwill acquired is allocated to cash-generating units for the purpose of impairment testing. Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the disposal is included in the carrying amount of the assets when determining the gain or loss on disposal. On the current year acquisitions, any non-controlling interests where put options are in place are recognised using the present access method where the Group assesses that the non-controlling shareholder has present access to the returns associated with their equity interests.

Impairment

An impairment review is performed for goodwill and other indefinite life assets on at least an annual basis. For all other non-current assets an impairment review is performed where there are indicators of impairment. This requires an estimation of the recoverable amount which is the higher of an asset’s fair value less costs to sell and its value in use. Estimating a value in use amount requires management to make an estimate of the expected future cash flows from each cash-generating unit and to discount cash flows by a suitable discount rate in order to calculate the present value of those cash flows. Estimating an asset’s fair value less costs to sell is determined using future cash flow and profit projections as well as industry observed multiples and publicly observed share prices for similar betting and gaming companies. See Note 14 for details on sensitivity analysis performed around these estimates.

Impairment losses are recognised in the consolidated income statement and during the current year, the Group has recognised an impairment charge of £289.0m primarily against the Group’s Australian CGU, the closed B2C operations in Africa, and under the Unirkn B2C offering. See Note 14 for further details.

4.3 Other accounting policies

‘Put’ options over the equity of subsidiary companies

The potential cash payments related to put options issued by the Group over the equity of subsidiary companies are accounted for as financial liabilities. The amounts that may become payable under the option on exercise are initially recognised at the present value of the expected gross obligation with the corresponding entry being recognised in retained earnings. Such options are subsequently measured at amortised cost, using the effective interest method, in order to accrete the liability up to the amount payable under the option at the date at which it first becomes exercisable. The present value of the expected gross obligation is reassessed at the end of each reporting period and any changes are recorded in the income statement. In the event that an option expires unexercised, the liability is derecognised with a corresponding adjustment to retained earnings.

Intangible assets

Intangible assets acquired separately are capitalised at cost and those acquired as part of a business combination are capitalised separately from goodwill. The costs relating to internally generated intangible assets, principally software costs, are capitalised if the criteria for recognition as assets are met. Other expenditure is charged in the year in which the expenditure is incurred. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. The useful lives of these intangible assets are assessed to be either finite or indefinite. Indefinite lived assets are not amortised and are subject to an annual impairment review from the year of acquisition. Where amortisation is charged on assets with finite lives, this expense is taken to the consolidated income statement through the ‘operating expenses, depreciation and amortisation’ line item. The useful lives applied to the Group’s intangible assets are as follows:

Asset Class	Useful Life
Exclusive New Zealand licence	25-year duration of licence
Other licences	Lower of 15 years, or duration of licence
Software – purchased & internally capitalised costs	2–15 years
Trademarks & brand names	10–25 years, or indefinite life
Customer relationships	3–15 years

The useful lives of all intangible assets are reviewed at each financial period end. Impairment testing is performed annually for intangible assets which are not subject to systematic amortisation and where an indicator of impairment exists for all other intangible assets. An intangible asset is derecognised on disposal, with any gain or loss arising (calculated as the difference between the net disposal proceeds and the carrying amount of the item) included in the consolidated income statement in the year of disposal.

Pensions and other post-employment benefits

The Group’s defined benefit pension plan holds assets separately from the Group. The pension cost relating to the plan is assessed in accordance with the advice of independent qualified actuaries using the projected unit credit method. Actuarial gains or losses are recognised in the consolidated statement of comprehensive income in the period in which they arise. Any past service cost is recognised immediately. The retirement benefit asset recognised in the balance sheet represents the fair value of scheme assets less the value of the defined benefit obligations.

There is a degree of estimation involved in predicting the ultimate benefits payable under defined benefit pension arrangements. The pension scheme liabilities are determined using actuarial valuations. The actuarial valuation involves making assumptions about discount rates, mortality rates and future pension increases. Due to the long-term nature of this plan, such estimates are subject to uncertainty. See Note 30 for details on sensitivity analysis performed around these estimates. In making these estimates and assumptions, management considers advice provided by external advisers, such as actuaries. Where actual experience differs to these estimates, actuarial gains and losses are recognised directly in other comprehensive income. Refer to Note 30 for details of the values of assets and obligations and key assumptions used. The Gala Coral Pension Plan has a net asset position when measured on an IAS 19 basis. Judgement is applied, based on legal, actuarial, and accounting guidance in IFRIC 14, regarding the amounts of net pension asset that is recognised in the consolidated balance sheet. The Ladbrokes Pension Plan was bought out in 2021. Further details are given in Note 30. Although the Group anticipates that plan surpluses will be utilised during the life of the plans to address member benefits, the Group recognises its pension surplus in full on the basis that there are no substantive restrictions on the return of residual plan assets in the event of a winding up of the plan after all member obligations have been met. The Group’s contributions to defined contribution scheme are charged to the consolidated income statement in the period to which the contributions relate.

Investments in joint ventures

A joint venture is an entity in which the Group holds an interest on a long-term basis, and which is jointly controlled by the Group and one or more other venturers under a contractual agreement. Joint control exists only when decisions about the relevant activities require the unanimous consent of the parties that collectively control the arrangement. The Group’s share of results of joint ventures is included in the Group consolidated income statement using the equity method of accounting. Investments in joint ventures are carried in the Group consolidated balance sheet at cost plus post-acquisition changes in the Group’s share of net assets of the entity less any impairment in value. The carrying value of investments in joint ventures includes acquired goodwill. If the Group’s share of losses in the joint venture equals or exceeds its investment in the joint venture, the Group does not recognise further losses, unless it has obligations to continue to provide financial support to the joint venture.

Investments in associates

Associates are those businesses in which the Group has a long-term interest and is able to exercise significant influence over the financial and operational policies but does not have control or joint control over those policies.The Group’s share of results of associates is included in the Group’s consolidated income statement using the equity method of accounting. Investments in associates are carried in the Group’s consolidated balance sheet at cost plus post-acquisition changes in the Group’s share of net assets of the entity less any impairment in value. The carrying value of investments in associates includes acquired goodwill. If the Group’s share of losses in the associate equals or exceed its investments in the associate, the Group does not recognise further losses, unless it has obligations to continue to provide ﬁnancial support to the associate.

Property, plant and equipment

Land is stated at cost less any impairment in value. Buildings, plant and equipment are stated at cost less accumulated depreciation and any impairment in value. Depreciation is applied using the straight-line method to speciﬁc classes of asset to reduce them to their residual value over their estimated useful economic lives.

Land and buildings: Lower of 50 years, or estimated useful life of the building, or lease. Indeﬁnite lives are attached to any freehold land held and therefore it is not depreciated.
Plant and equipment: 3–5 years
Fixtures and ﬁttings: 3–10 years

ROU assets arising under lease contracts are depreciated over the lease term (as deﬁned in IFRS 16) being the period to the expiry date of the lease, unless it is expected that a break clause will be exercised when the lease term is the period to the date of the break.

The carrying values of property, plant and equipment are reviewed for impairment where an indicator of impairment exists, being events or changes in circumstances indicating that the carrying values may not be recoverable. If any such indication exists and where the carrying values exceed the estimated recoverable amount, the assets or cash-generating units are written down to their recoverable amount. The recoverable amount of property, plant and equipment is the greater of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash ﬂows are discounted to their present value using a pre-tax discount rate that reﬂects current market assessments of the time value of money and the risks speciﬁc to the asset. For an asset that does not generate largely independent cash inﬂows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

Entain plc Annual Report 2023
168
Notes to the consolidated ﬁnancial statements for the year ended 31 December 2023

4 Summary of signiﬁcant accounting policies (continued)
4.3 Other accounting policies (continued)

Property, plant and equipment (continued)

An item of property, plant and equipment is derecognised upon disposal, with any gain or loss arising (calculated as the difference between the net disposal proceeds and the carrying amount of the item) included in the consolidated income statement in the year of disposal.

Leases

The Group has applied IFRS 16 only to those contracts that were previously identiﬁed as a lease under IAS 17 Leases; any contracts not previously identiﬁed as leases have not been reassessed for the purposes of adopting IFRS 16. Accordingly, the deﬁnition of a lease under IFRS 16 has only been applied to contracts entered into on or after 1 January 2019.

Leases, other than those with a lease period of less than one year at inception, or where the original cost of the asset acquired would be a negligible amount (see Note 22), are capitalised at inception at the present value of the minimum lease payments. Lease payments are apportioned between the ﬁnance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against income. ROU assets are included within property, plant and equipment at cost and depreciated over their estimated useful lives, which normally equates to the lives of the leases, after considering anticipated residual values.

ROU assets which are sub-leased to customers are classiﬁed as ﬁnance leases if the lease agreements transfer substantially all the risks and rewards of usage to the lessee. All other sub-leases are classiﬁed as operating leases. When assets are subject to ﬁnance leases, the present value of the sub-lease is recognised as a receivable, net of allowances for expected credit losses and the related ROU asset is derecognised. The difference between the gross receivable and the present value of the receivable is recognised as unearned ﬁnance lease income. Finance lease interest income is recognised over the term of the lease using the net investment method (before tax) so as to give a constant rate of return on the net investment in sub-leases. Operating lease rental income is recognised on a straight-line basis over the life of the lease.

Cash and cash equivalents

Cash and cash equivalents consist of cash at bank and in hand, short-term deposits (and customer balances).

Financial assets

Financial assets are recognised when the Group becomes party to the contracts that give rise to them. The Group classiﬁes ﬁnancial assets at inception as ﬁnancial assets at amortised cost, ﬁnancial assets at fair value through proﬁt or loss or ﬁnancial assets at fair value through other comprehensive income.

Financial assets at amortised cost are non-derivative ﬁnancial assets with ﬁxed or determinable payments that are not quoted in an active market. On initial recognition, ﬁnancial assets at amortised cost are measured at fair value net of transaction costs. Trade receivables are generally accounted for at amortised cost. Expected credit losses are recognised for ﬁnancial assets recorded at amortised cost, including trade receivables. Expected credit losses are calculated by using an appropriate probability of default, taking accounts of a range of possible future scenarios and applying this to the estimated exposure of the Group at the point of default.

Financial assets at fair value through proﬁt or loss include derivative ﬁnancial instruments. Financial assets through proﬁt or loss are measured initially at fair value with transaction costs taken directly to the consolidated income statement. Subsequently, the fair values are remeasured, and gains and losses are recognised in the consolidated income statement.

Financial assets at fair value through other comprehensive income comprise equity investments that are designated as such on acquisition. These investments are measured initially at fair value. Subsequently, the fair values are remeasured, and gains and losses are recognised in the consolidated statement of comprehensive income.

Financial liabilities

Financial liabilities comprise trade and other payables, interest-bearing loans and borrowings, contingent consideration, ante-post bets, guarantees and derivative ﬁnancial instruments. On initial recognition, ﬁnancial liabilities are measured at fair value net of transaction costs where they are not categorised as ﬁnancial liabilities at fair value. Financial liabilities measured at fair value include contingent consideration, derivative ﬁnancial instruments, ante-post bets and guarantees. Financial liabilities at fair value are measured initially at fair value, with transaction costs taken directly to the consolidated income statement. Subsequently, the fair values are remeasured and gains and losses from changes therein are recognised in the consolidated income statement.

Trade and other payables are held at amortised cost and include amounts due to clients representing customer deposits and winnings, which are matched by an equal and opposite amount within cash and cash equivalents. All interest-bearing loans and borrowings are initially recognised at fair value net of issue costs associated with the borrowing. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate method. All ﬁnancial liabilities are recorded as cash ﬂows from ﬁnancing activities.

Entain plc Annual Report 2023
169
Notes to the consolidated ﬁnancial statements for the year ended 31 December 2023

4 Summary of signiﬁcant accounting policies (continued)
4.3 Other accounting policies (continued)

Derecognition of ﬁnancial assets and liabilities

Financial assets are derecognised when the right to receive cash ﬂows from the assets has expired or when the Group has transferred its contractual right to receive the cash ﬂows from the ﬁnancial assets or has assumed an obligation to pay the received cash ﬂows in full without material delay to a third party, and either:
– substantially all the risks and rewards of ownership have been transferred; or
– substantially all the risks and rewards have neither been retained nor transferred but control is not retained.

Financial liabilities are derecognised when the obligation is discharged, cancelled or expires.

Derivative ﬁnancial instruments

The Group uses derivative ﬁnancial instruments such as cross currency swaps, foreign exchange swaps and interest rate swaps, to hedge its risks associated with interest rate and foreign currency ﬂuctuations. Derivative ﬁnancial instruments are recognised initially and subsequently at fair value. The gains or losses on re-measurement are taken to the consolidated income statement. Derivative ﬁnancial instruments are classiﬁed as assets where their fair value is positive, or as liabilities where their fair value is negative. Derivative assets and liabilities arising from different transactions are only offset if the transactions are with the same counterparty, a legal right of offset exists, and the parties intend to settle the cash ﬂows on a net basis.# Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outﬂow of resources embodying economic beneﬁts will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are measured at the Directors’ best estimate of the expenditure required to settle the obligation at the balance sheet date and are discounted to present value where the effect is material using a pre-tax rate that reﬂects current market assessments of the time value of money and the risks speciﬁc to the liability. The unwinding of the discount is recognised as a ﬁnance expense.

Foreign currency translation

The presentational currency of Entain plc and the functional currencies of its UK subsidiaries is Pounds Sterling (£). Other than Sterling the main functional currencies of subsidiaries are the Euro (€), the US Dollar ($) and the Australian Dollar (A$).

At the reporting date, the assets and liabilities of non-sterling subsidiaries are translated into Pounds Sterling (£) at the rate of exchange ruling at the balance sheet date and their cash ﬂows are translated at the weighted average exchange rates for the year. The post-tax exchange differences arising on the retranslation are taken directly to other comprehensive income.

Transactions in foreign currencies are initially recorded in the subsidiary’s functional currency and translated at the foreign currency rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the foreign currency rate of exchange ruling at the balance sheet date. All foreign currency translation differences are taken to the consolidated income statement. Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rate at the date when the fair value was determined.

On disposal of a foreign entity, the deferred cumulative retranslation differences previously recognised in equity relating to that particular foreign entity are recognised in the consolidated income statement as part of the proﬁt or loss on disposal.

The following exchange rates were used in 2023 and 2022:

Currency	2023 Average	2023 Year end	2022 Average	2022 Year end
Euro (€)	1.149	1.151	1.175	1.128
US Dollar ($)	1.242	1.274	1.245	1.208
Australian Dollar (A$)	1.873	1.866	1.788	1.775
NZ Dollars (NZD)	2.024	2.010	1.955	1.904

Income tax

Deferred tax is provided on all temporary differences at the balance sheet date, between the tax bases of assets and liabilities and their carrying amounts for ﬁnancial reporting purposes except:
* on the initial recognition of goodwill;
* where the deferred tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting proﬁt nor the tax proﬁt; and
* associated with investments in subsidiaries, joint ventures and associates, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognised for all deductible temporary differences and carry forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable proﬁt will be available against which the deductible temporary differences and carry forward of unused tax assets and unused tax losses can be utilised. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufﬁcient taxable proﬁt will be available to allow all or part of the deferred tax asset to be utilised.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date. Deferred tax balances are not discounted.

Interest or penalties payable and receivable in relation to income tax are recognised as an income tax expense or credit in the consolidated income statement. Income tax expenses are recognised within proﬁt or loss except to the extent that they relate to items recognised in other comprehensive income or directly in equity, in which case they are recognised in other comprehensive income or directly in equity.

Revenues, expenses and assets are recognised net of the amount of sales tax except:
* where the sales tax incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the sales tax is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
* receivables and payables are stated with the amount of sales tax included. The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the consolidated balance sheet.

Accounting for uncertain tax positions

The Group is subject to various forms of tax in a number of jurisdictions. Given the nature of the industry within which the Group operates, the tax and regulatory regimes are continuously changing and, as such, the Group is exposed to a small number of uncertain tax positions. Judgement is applied to adequately provide for uncertain tax positions where it is believed that it is more likely than not that an economic outﬂow will arise. In particular, judgement has been applied in the Group’s accounting for Greek tax and further disclosure is given in Note 33.

Equity instruments and dividends

Equity instruments issued by the Company are recorded at the fair value of proceeds received net of direct issue costs. Final dividends proposed by the Board of Directors and unpaid at the year end are not recognised in the ﬁnancial statements until they have been approved by shareholders at the Annual General Meeting. Interim dividends are recognised when paid.

Revenue

The Group reports the gains and losses on all betting and gaming activities as revenue, which is measured at the fair value of the consideration received or receivable from customers less free bets, promotions, bonuses and other fair value adjustments. Revenue is net of VAT/GST. The Group considers betting and gaming revenue to be out of the scope of IFRS 15 Revenue, and accounts for those revenues within the scope of IFRS 9 Financial Instruments.

For LBOs, on course betting, Core Telephone Betting, mobile betting and Digital businesses (including sportsbook, betting exchange, casino, games, other number bets), revenue represents gains and losses, being the amounts staked and fees received, less total payouts recognised on the settlement of the sporting event or casino gaming machine roulette or slots spin. Open betting positions (“ante-post”) are carried at fair value and gains and losses arising on these positions are recognised in revenue. See Note 26 for details of ante-post positions at the year end.

The following forms of revenue, which are not signiﬁcant in the context of Group revenue, are accounted for within the scope of IFRS 15 Revenue. Revenue from the online poker business reﬂects the net income (rake) earned from poker hands completed by the year end. In the case of the greyhound stadia, revenue represents income arising from the operation of the greyhound stadia in the year, including broadcasting rights, admission fees and sales of refreshments, net of VAT. Given the nature of these revenue streams they are not considered to be subject to judgement over the performance obligations, amount received or timing of recognition.

Finance expense and income

Finance expense and income arising on interest-bearing ﬁnancial instruments carried at amortised cost are recognised in the consolidated income statement using the effective interest rate method. Finance expense includes the amortisation of fees that are an integral part of the effective ﬁnance cost of a ﬁnancial instrument, including issue costs, and the amortisation of any other differences between the amount initially recognised and the redemption price. All ﬁnance expenses are recognised over the availability period.

Share-based payment transactions

Certain employees (including Directors) of the Group receive remuneration in the form of equity settled share-based payment transactions, whereby employees render services in exchange for shares or rights over shares (equity settled transactions). The cost of equity settled transactions is measured by reference to the fair value at the date on which they are granted, further details of which are given in Note 31. In valuing equity settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of Entain plc (market conditions).# Entain plc Annual Report 2023

Notes to the consolidated financial statements for the year ended 31 December 2023

4 Summary of significant accounting policies (continued)

4.3 Other accounting policies (continued)

Share-based payment transactions (continued)

The cost of equity settled transactions is recognised in the consolidated income statement, with a corresponding credit in equity, over the period in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (vesting date). The cumulative expense recognised for equity settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the number of awards that, in the opinion of the Directors of the Group at that date, based on the best available estimate of the number of equity instruments, will ultimately vest. No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied, provided that all other performance conditions are satisfied. The dilutive effect of outstanding options is reflected as additional share dilution in the computation of earnings per share as shown in Note 12.

4.4 Future accounting developments

The standards and interpretations that are issued, but not yet effective, excluding those relating to annual improvements, up to the date of issuance of the Group’s financial statements, are disclosed below. The Group intends to adopt these standards, if applicable, when they become effective. None of these are expected to have a significant effect on the consolidated financial statements of the Group as set out below:

Standard/Interpretation	Topic	Effective date
IFRS 16 Leases	Lease liability in a sale and leaseback transaction	1 January 2024
IAS 1 Presentation of Financial Statements	Classification of liabilities as current or non-current	1 January 2024
	Non-current liabilities regarding long-term debt with covenants
IFRS 10 Consolidated Financial Statements	Sale or contribution of assets between an investor and its associate or joint venture	Date deferred
IAS 28 Investments in Associates and Joint Ventures	Sale or contribution of assets between an investor and its associate or joint venture	Date deferred
IFRS 7 Financial Instrument Disclosures	Supplier Financial Arrangements	1 January 2024
IAS 7 Statement of Cash Flows	Supplier Financial Arrangements	1 January 2024

5 Segment information

The Group’s operating segments are based on the reports reviewed by the Executive Management Team (which is collectively considered to be the Chief Operating Decision Maker (“CODM”)) to make strategic decisions, and allocate resources. IFRS 8 requires segment information to be presented on the same basis as that used by the CODM for assessing performance and allocating resources. The Group’s operating segments are split into the five reportable segments as detailed below:

Online: comprises betting and gaming activities from online and mobile operations. Brands include bwin, Coral, Crystalbet, Eurobet, Ladbrokes, Sportingbet, SuperSport, Sports Interaction, STS, Tab NZ and BetCity, CasinoClub, Foxy Bingo, Gala, Gioco Digitale, partypoker and PartyCasino, Optibet, and Ninja;
Retail: comprises betting and retail activities in the shop estates in Great Britain, Northern Ireland, Jersey, Republic of Ireland, Belgium, Italy, Croatia, New Zealand and Poland;
New opportunities: Unikrn and innovation spend;
Corporate: includes costs associated with Group functions including Group executive, legal, Group finance, US joint venture, tax and treasury; and
Other segments: includes activities primarily related to Stadia.

The Executive Management Team of the Group has chosen to assess the performance of operating segments based on a measure of NGR, EBITDA, and operating profit with finance costs and taxation considered for the Group as a whole. See page 69 of this annual report for further considerations of the use of Non-GAAP measures. Transfer prices between operating segments are on an arm’s-length basis in a manner similar to transactions with third parties.

1 Overview
8 Strategic report
88 Governance
140 Financial statements
Entain plc Annual Report 2023
172
Notes to the consolidated financial statements for the year ended 31 December 2023

5 Segment information (continued)

The segment results for the year ended 31 December were as follows:

	Elimination of internal revenue	All other segments	New opportunities	Corporate	Total Group
2023	£m	£m	£m	£m	£m
NGR	3,426.5	1,386.7	26.7	–	–
VAT/GST	(59.9)	(3.6)	–	–	–
Revenue	3,366.6	1,383.1	26.7	–	–
Gross profit	1,980.1	900.2	26.7	–	–
Contribution	1,369.8	890.3	26.3	(7.0)	–
Operating costs excluding marketing costs	(512.4)	(606.1)	(21.0)	(22.3)	(109.7)
Underlying EBITDA before separately disclosed items	857.4	284.2	5.3	(29.3)	(109.7)
Share-based payments	(7.3)	(2.4)	–	(0.7)	(11.3)
Depreciation and amortisation	(160.2)	(132.1)	(2.7)	(5.7)	(0.8)
Share of joint ventures andassociates	(1.4)	–	2.0	(1.5)	(42.0)
Operating profit/(loss) before separately disclosed items	688.5	149.7	4.6	(37.2)	(163.8)
Separately disclosed items (Note 6)	(481.1)	(22.8)	–	(44.3)	(738.3)
Group operating profit/(loss)	207.4	126.9	4.6	(81.5)	(902.1)
Net finance expense
Loss before tax
Income tax
Loss for the year from continuing operations
Loss for the year from discontinued operations after tax (Note 21)
Loss for the year after discontinued operations

Included within NGR are amounts of £68.1m (2022: £65.6m) in relation to online poker services and £26.7m (2022: £25.1m) arising from the operation of greyhound stadia recognised under IFRS 15 Revenue.
Contribution represents gross profit less marketing costs and is a key performance metric used by the Group, particularly in Online.

1 Overview
8 Strategic report
88 Governance
140 Financial statements
Entain plc Annual Report 2023
173
Notes to the consolidated financial statements for the year ended 31 December 2023

5 Segment information (continued)

The segment results for the year ended 31 December were as follows:

	Elimination of internal revenue	All other segments	New opportunities	Corporate	Total Group
2022	£m	£m	£m	£m	£m
NGR	3,050.5	1,277.8	25.1	–	–
VAT/GST	(52.0)	–	–	–	–
Revenue	2,998.5	1,277.8	25.1	–	–
Gross profit	1,829.6	860.0	25.1	–	–
Contribution	1,254.2	852.1	25.0	(2.4)	–
Operating costs excluding marketing costs	(426.0)	(571.9)	(20.1)	(26.7)	(91.0)
Underlying EBITDA before separately disclosed items	828.2	280.2	4.9	(29.1)	(91.0)
Share-based payments	(7.8)	(2.3)	–	(0.3)	(8.8)
Depreciation and amortisation	(118.3)	(112.4)	(2.7)	(4.5)	(0.2)
Share of joint ventures and associates	(0.2)	–	0.4	(0.4)	(193.9)
Operating profit/(loss) before separately disclosed items	701.9	165.5	2.6	(34.3)	(293.9)
Separately disclosed items (Note 6)	(114.0)	(57.4)	(0.7)	–	(41.1)
Group operating profit/(loss)	587.9	108.1	1.9	(34.3)	(335.0)
Net finance income
Profit before tax
Income tax
Profit for the year from continuing operations
Loss for the year from discontinued operations after tax (Note 21)
Profit for the year after discontinued operations

Geographical information

Revenue by destination and non-current assets on a geographical basis for the Group, are as follows:

	2023	2022
	Non-current Revenue	assets
	£m	£m
United Kingdom	1,953.8	3,076.8
Australia and New Zealand	515.1	1,475.4
Italy	517.4	512.2
Rest of Europe	1,443.4	3,930.2
Rest of the world	339.9	293.8
Total	4,769.6	9,288.4

Rest of Europe is predominantly driven by markets in Croatia, Belgium, The Netherlands, Georgia, Germany, and Spain.
Rest of the world is predominantly driven by the markets in Brazil and Canada.
Non-current assets excluding other financial assets, deferred tax assets and retirement benefit assets.

1 Overview
8 Strategic report
88 Governance
140 Financial statements
Entain plc Annual Report 2023
174
Notes to the consolidated financial statements for the year ended 31 December 2023

6 Separately disclosed items

	2023	2022
	£m	£m
		Tax impact
Legal settlement	585.0	–
Amortisation of acquired intangibles	254.6	(41.6)
Impairment loss	289.0	–
Restructuring costs	49.7	(9.6)
Corporate transaction costs	17.8	–
Legal and onerous contract provisions	17.6	(3.0)
Movement in fair value of contingent consideration	71.8	(15.5)
Loss on disposal of property, plant and equipment	1.0	–
Financing	1.0	–
Furlough	–	–
Separately disclosed items for the year from continuing operations	1,287.5	(69.7)
Separately disclosed items for the year from discontinued operations (Note 21)	57.8	–
Total before tax	1,345.3	(69.7)
Separately disclosed items for the year after tax	1,275.6

On 5 December 2023, Entain plc entered into a Deferred Prosecution Agreement (“DPA”) with the Crown Prosecution Service (“CPS”) in relation to historical conduct of the Group, thereby resolving the HM Revenue & Customs (“HMRC”) investigation into the Group. As a result of the agreement reached, the Group has recognised a £585.0m discounted liability during the current year in relation to amounts it has agreed to be pay in relation to the disgorgement of profits, charitable donations and contributions to CPS costs. Further details are provided in Note 20.
2.# Notes to the consolidated financial statements for the year ended 31 December 2023

7 Administrative costs

Profit before tax, net finance expense and separately disclosed items has been arrived at after charging:

	2023	2022
£m	£m	£m
Betting and gaming taxes and duties	1,104.3	909.8
Revenue share arrangements (including content providers)	537.8	555.6
Software royalties	200.1	113.3
Other cost of sales	20.4	3.5
Cost of sales	1,862.6	1,582.2
Salaries and payroll-related expenses (Note 9)	725.0	652.0
Property expenses	92.7	80.0
Content and levy expenses	163.6	176.6
Marketing expenses	627.6	585.8
Depreciation and amortisation – owned assets	239.9	173.1
Depreciation and amortisation – leased assets	61.6	65.0
Other operating expenses	311.9	246.3
Administrative costs	2,222.3	1,978.8
Separately disclosed items before tax and finance expense (Note 6)	1,286.5	213.2
Total	5,371.4	3,774.2

Fees payable to KPMG were as follows:

	2023	2022
£m	£m	£m
Audit and audit-related services:
Audit of the parent Company and Group financial statements	0.6	0.6
Audit of the Company’s subsidiaries	3.0	2.6
Audit-related assurance services	0.7	0.5
Total fees	4.3	3.7

8 Finance expense and income

	2023	2022
£m	£m	£m
Interest on term loans, bonds and bank facilities	(229.2)	(76.2)
Interest on lease liabilities	(12.6)	(12.8)
Other financing (Note 6)	(1.0)	(5.7)
Total finance expense	(242.8)	(94.7)
Interest receivable	12.4	4.3
Losses arising on financial derivatives	(90.6)	(23.1)
Gains/(losses) arising on foreign exchange on debt instruments	123.1	(112.2)
Net finance expense	(197.9)	(225.7)

Interest on lease liabilities of £12.6m (2022: £12.8m) is net of £0.2m of sub-let interest receivable (2022: £0.2m).

9 Employee staff costs

The average monthly number of employees (including Executive Directors) was:

	2023	2022
Number	Number	Number
Online	14,328	11,868
Retail	14,190	14,184
Other	467	390
Corporate	1,350	1,012
	30,335	27,454

The number of people employed by the Group at 31 December 2023 was 31,180 (2022: 28,940).

	2023	2022
£m	£m	£m
Wages and salaries	623.9	560.6
Redundancy costs	28.8	6.2
Social security costs	58.0	49.9
Other pension costs	21.4	18.6
Share-based payments (Note 31)	21.7	19.2
	753.8	654.5

Included within redundancy costs are £28.8m (2022: £2.5m) which are included within separately disclosed items.

In addition to salary, employees may qualify for various benefit schemes operated by the Group. Eligibility for benefits is normally determined according to an employee’s length of service and level of responsibility. Benefits may include insured benefits that can cover private healthcare for the employee and their immediate family, long-term disability, personal accident and death in service cover. Company cars, including fuel benefits, are provided predominantly to meet job requirements but also to certain executives.

10 Income tax

Analysis of expense for the year:

	2023	2022
£m	£m	£m
Current income tax:
– current tax charge	114.3	91.4
– adjustments in respect of previous years	(19.6)	(7.9)
Deferred tax:
– relating to origination and reversal of temporary differences	(58.8)	(17.5)
– adjustments in respect of previous years	0.2	4.0
Income tax expense reported in the income statement	36.1	70.0
Income tax expense is attributable to:
Profit from continuing operations	36.1	70.0
Loss from discontinued operations	–	–
	36.1	70.0
Deferred tax credited directly to other comprehensive income	(1.3)	(8.6)

A reconciliation of income tax expense applicable to loss (2022: profit) before tax at the UK statutory income tax rate to the income tax expense for the years ended 31 December 2023 and 31 December 2022 is as follows:

| | \multicolumn{3}{c|}{2023} | \multicolumn{3}{c|}{2022} |
| :--- | :--- | :--- | :--- |
| | Separately disclosed (Note 6) | Underlying | Total | Separately disclosed (Note 6) | Underlying | Total |
| £m | £m | £m | £m | £m | £m | £m |
| Profit/(loss) from continuing operations before income tax | 444.9 | (1,287.5) | (842.6) | 321.8 | (218.9) | 102.9 |
| Loss from discontinued operations before tax | – | (57.8) | (57.8) | – | (13.4) | (13.4) |
| Profit/(loss) before tax | 444.9 | (1,345.3) | (900.4) | 321.8 | (232.3) | 89.5 |
| Corporation tax expense thereon at 23.52% (2022: 19.00%) | 104.6 | (316.4) | (211.8) | 61.1 | (44.1) | 17.0 |
| Adjusted for the effects of: | | | | | | |
| – Higher/(lower) effective tax rates on overseas earnings | (7.4) | 19.9 | 12.5 | 4.6 | 6.8 | 11.4 |
| – Non-deductible expenses | 12.7 | 8.5 | 21.2 | 25.9 | 9.3 | 35.2 |
| – Non-deductible legal settlement | – | 137.6 | 137.6 | – | – | – |
| – Fair value adjustment to contingent consideration | – | 10.5 | 10.5 | – | (0.6) | (0.6) |
| – Goodwill impairment | – | 68.6 | 68.6 | – | – | – |
| – Impact of additional 50% deduction for marketing expenditure in Gibraltar | – | – | – | (20.3) | – | (20.3) |
| – Increase in unrecognised tax losses relating to US joint venture | 8.9 | – | 8.9 | 40.7 | – | 40.7 |
| – Increase/(decrease) in other unrecognised tax losses | 4.2 | 0.9 | 5.1 | (12.1) | 1.0 | (11.1) |
| – Increase/(decrease) in unrecognised deferred interest | 5.8 | – | 5.8 | 0.4 | – | 0.4 |
| – Difference in current and deferred tax rates | (3.0) | 0.1 | (2.9) | 0.7 | 0.5 | 1.2 |
| Adjustments in respect of prior years: | | | | | | |
| – Deferred tax | (0.4) | 0.6 | 0.2 | 4.8 | (0.8) | 4.0 |
| – Current tax | (19.6) | – | (19.6) | (7.9) | – | (7.9) |
| Income tax expense | 105.8 | (69.7) | 36.1 | 97.9 | (27.9) | 70.0 |

Deferred tax

Deferred tax at 31 December relates to the following:

	\multicolumn{2}{c	}{Deferred tax liabilities}	\multicolumn{2}{c	}{Deferred tax assets}
	2023	2022	2023	2022
£m	£m	£m	£m	£m
Property, plant and equipment	–	–	(31.0)	(45.1)
Intangible assets	731.8	410.6	(22.3)	(25.1)
Retirement benefit assets	21.6	22.3	–	–
Losses	–	–	(59.7)	(56.9)
Contingent and deferred revenue share payments	–	–	(321.5)	–
Other temporary difference	71.7	62.5	(58.7)	(30.2)
Deferred tax liabilities/(assets)	825.1	495.4	(493.2)	(157.3)

This deferred tax asset reflects tax deductions that will arise on future payment of the deferred and contingent consideration amounts by Tab NZ (see Note 32).
The deferred tax liability includes a provision for tax on unremitted earnings from overseas subsidiaries of £71.4m (2022: £61.8m) and other temporary differences of £0.3m (2022: £0.7m). The deferred tax asset comprises deferred interest relief of £52.2m (2022: £22.9m) and other temporary differences of £6.5m (2022: 7.3m).
Deferred tax assets and liabilities have been offset only where there is a legally enforceable right to do so, and the assets and liabilities relate to the same taxable entity or tax grouping.

Movements in deferred tax during the year ended 31 December 2023 were recognised as follows:

Net deferred tax liabilities/(assets):	Property, plant and equipment	Intangible assets	Retirement benefit assets	Losses	Contingent and deferred revenue share payments	Other temporary differences	Total
£m	£m	£m	£m	£m	£m	£m	£m
At 31 December 2021	(62.3)	305.7	33.3	(27.0)	–	16.9	266.6
Income statement	17.7	(14.5)	0.1	(28.7)	–	11.9	(13.5)
Other comprehensive income	–	–	(8.6)	–	–	–	(8.6)
Arising on business combinations	–	85.4	–	–	–	0.5	85.9
Settlement of tax on pension asset	–	–	(2.5)	–	–	–	(2.5)
Exchange adjustment	(0.5)	8.9	–	(1.2)	–	3.0	10.2
At 31 December 2022	(45.1)	385.5	22.3	(56.9)	–	32.3	338.1
Income statement	13.9	(46.7)	0.6	(3.3)	(5.1)	(18.0)	(58.6)
Other comprehensive income	–	–	(1.3)	–	–	–	(1.3)
Arising on business combinations (Note 32)	–	368.9	–	–	(309.8)	–	59.1
Exchange adjustment	0.2	1.8	–	0.5	(6.6)	(1.3)	(5.4)
At 31 December 2023	(31.0)	709.5	21.6	(59.7)	(321.5)	13.0	331.9

1 Amounts presented on the consolidated balance sheet:

	2023	2022
£m	£m	£m
Deferred tax liabilities	825.1	495.4
Deferred tax assets	(493.2)	(157.3)
Net deferred tax liability	331.9	338.1

1 Overview

8 Strategic report

88 Governance

140 Financial statements

Entain plc Annual Report 2023

179 Notes to the consolidated financial statements for the year ended 31 December 2023

11 Dividends

	Shares in issue 2023	Shares in issue 2022	Pence per share 2023	Pence per share 2022
2022 interim dividend paid	–	8.5	–	588.8
2022 second interim dividend paid	8.5	n/a	588.8	n/a
2023 interim dividend paid	8.9	n/a	638.8	n/a

A second interim dividend of 8.9p (2022: 8.5p) per share, amounting to £56.9m (2022: £50.0m) in respect of the year ended 31 December 2023, was proposed by the Directors on 7 March 2024. The estimated total amount payable in respect of the final dividend is based on the expected number of shares in issue on 7 March 2024. There are no income tax implications for the Group and Company arising from the proposed second interim dividend. The 2022 second interim dividend of 8.5p per share (£50.0m) was paid on 26 April 2023. The 2023 interim dividend of 8.9p per share (£56.8m) was paid on 18 September 2023. In the year, the Group paid a dividend totalling £7.4m to non-controlling interests (2022: £nil).

12 Earnings per share

Basic earnings per share has been calculated by dividing the loss for the year attributable to shareholders of the Company of £928.6m (2022: £24.2m profit) by the weighted average number of shares in issue during the year of 617.5m (2022: 588.2m). The dilutive effects of share options and contingently issuable shares are not considered when calculating the diluted loss per share. At 31 December 2023, there were 638.8m €0.01 ordinary shares in issue. The calculation of adjusted earnings per share which removes separately disclosed items and foreign exchange gains and losses arising on financial instruments has also been disclosed as it provides a better understanding of the underlying performance of the Group. Separately disclosed items are defined in Note 4 and disclosed in Note 6.

	Total profit £m	Shares (millions)	2023	2022	2023	2022
	£m
Total earnings per share
Weighted average number of shares (millions)
Shares for basic earnings per share		616.0		588.2
Potentially dilutive share options and contingently issuable shares		1.5		4.5
Shares for diluted earnings per share		617.5		592.7
(Loss)/profit attributable to shareholders	(928.6)		24.2
– from continuing operations	(870.8)		37.6
– from discontinued operations	(57.8)		(13.4)
Losses arising from financial instruments	90.6		23.1
(Gains)/losses arising from foreign exchange debt instruments	(123.1)		112.2
Associated tax charge on (losses)/gains arising from financial instruments and foreign exchange debt instruments	1.1		(2.4)
Separately disclosed items net of tax (Note 6)	1,232.7		201.4
Adjusted profit attributable to shareholders	272.7		358.5
– from continuing operations	272.7		358.5
– from discontinued operations	–		–
Standard earnings per share (pence)			2023	2022	2023	2022
Adjusted earnings per share (pence)
Basic earnings per share			(141.4)	6.4	44.3	60.9
– from continuing operations			(141.4)	6.4	44.3	60.9
– from discontinued operations			(9.3)	(2.3)	–	–
– From profit for the period			(150.7)	4.1	44.3	60.9
Diluted earnings per share			(141.4)	6.3	44.2	60.5
– from continuing operations			(141.4)	6.3	44.2	60.5
– from discontinued operations			(9.3)	(2.2)	–	–
– From profit for the period			(150.7)	4.1	44.2	60.5

Entain plc Annual Report 2023

180 Notes to the consolidated financial statements for the year ended 31 December 2023

12 Earnings per share (continued)

The earnings per share presented above is inclusive of the performance from the US joint venture BetMGM. Adjusting for the removal of the BetMGM performance would result in a basic adjusted earnings per share of 51.1p (2022: 93.9p) and a diluted adjusted earnings per share of 51.0p (2022: 93.2p) from continuing operations.

13 Goodwill and intangible assets

	Customer £m	Trade-marks & brand names £m	Licences £m	Software £m	Goodwill £m	Total £m
Cost
At 1 January 2022	49.7	622.0	1,005.0	2,017.5	3,492.5	7,186.7
Exchange adjustment	7.1	28.3	34.1	44.9	153.6	268.0
Additions	–	129.9	–	–	–	129.9
Additions from business combinations (Note 32)	149.1	7.4	201.9	207.0	624.0	1,189.4
Disposals	(0.5)	(13.9)	–	–	–	(14.4)
Reclassification	–	(1.0)	–	–	–	(1.0)
At 31 December 2022 (restated)	205.4	772.7	1,241.0	2,269.4	4,270.1	8,758.6
Exchange adjustment	11.8	(12.7)	(12.3)	(17.4)	(68.2)	(98.8)
Additions	–	191.5	–	–	–	191.5
Additions from business combinations (Note 32)	747.8	49.8	275.5	439.5	1,067.5	2,580.1
Disposals	–	(2.9)	–	–	–	(2.9)
At 31 December 2023	965.0	998.4	1,504.2	2,691.5	5,269.4	11,428.5
Accumulated amortisation and impairment
At 1 January 2022	13.3	405.8	942.0	180.6	275.5	1,817.2
Exchange adjustment	0.3	19.8	23.6	11.7	13.7	69.1
Amortisation charge	12.7	109.1	52.4	54.9	–	229.1
Impairment charge	0.5	–	–	–	–	0.5
Disposals	(0.5)	(13.9)	–	–	–	(14.4)
At 31 December 2022	26.3	520.8	1,018.0	247.2	289.2	2,101.5
Exchange adjustment	(0.1)	(9.1)	(13.8)	(7.3)	(13.3)	(43.6)
Amortisation charge	45.3	138.0	141.4	90.4	–	415.1
Impairment charge	–	2.2	0.5	2.1	277.5	282.3
Disposals	–	(2.9)	–	–	–	(2.9)
At 31 December 2023	71.5	649.0	1,146.1	332.4	553.4	2,752.4
Net book value
At 31 December 2022	179.1	251.9	223.0	2,022.2	3,980.9	6,657.1
At 31 December 2023	893.5	349.4	358.1	2,359.1	4,716.0	8,676.1

1 Restatement of prior year intangible valuations has been made in relation to the prior year SuperSport acquisition during the subsequent measurement period. See note 32 for further details.

At 31 December 2023 the Group had not entered into contractual commitments for the acquisition of any intangible assets (2022: £nil). Included within trade-marks and brand names are £1,398.4m (2022: £1,398.4m) of intangible assets considered to have indefinite lives. These assets relate to the UK Ladbrokes and Coral brands which are considered to have indefinite durability that can be demonstrated, and their value can be readily measured. The brands operate in longstanding and profitable market sectors. The Group has a strong position in the market and there are barriers to entry due to the requirement to demonstrate that the applicant is a fit and proper person with the ‘know-how’ required to run such operations. Goodwill reflects the value by which consideration exceeds the fair value of net assets acquired as part of a business combination including the deferred tax liability arising on acquisitions. Licences comprise the cost of acquired betting shop and online licences, as well as licences acquired as part of the NZ Tab acquisition (see Note 32). Software relates to the cost of acquired software, through purchase or business combination, and the capitalisation of internally developed software.# Notes to the consolidated financial statements for the year ended 31 December 2023

14 Impairment testing of goodwill and indefinite life intangible assets

An impairment loss is recognised for any amount by which an asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and its value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units).

Within UK, European Retail, CEE, and Tab NZ Retail, the cash-generating units (“CGUs”) are generally an individual Licensed Betting Office (“LBO”) and, therefore, impairment is first assessed at this level for licences (intangibles) and property, plant and equipment, with any impairment arising booked to licences and property, plant and equipment on a pro-rata basis. Since goodwill and brand names have not been historically allocated to individual LBOs, a secondary assessment is then made to compare the carrying value of the segment against the recoverable amount with any additional impairment then taken against goodwill first.

For Online the CGU is the relevant geographical location or business unit, for example Australia, European digital (defined as websites hosted by proprietary platforms based in European constituent countries), Digital (defined as websites hosted by Entain proprietary platforms) etc. and any impairments are made firstly to goodwill, next to any capitalised intangible asset and then finally to property, plant and equipment.

The expected cash flows generated by the assets are discounted using appropriate discount rates that reflect the time value of money and risks associated with the group of assets. For both tangible and intangible assets, the future cash flows are based on the forecasts and budgets of the CGU or business discounted to reflect time value of money.

The key assumptions within the UK and European Retail budgets are OTC wagers (customer visits and spend per visit), the average number of machines per shop, gross win per shop per week, salary increases, the potential impact of the shop closures and the fixed costs of the LBOs. The key assumptions within the budgets for Online are the number of active customers, net revenue per head, win percentage, marketing spend, revenue shares and operating costs. All forecasts take into account the impact of the Group’s commitment to be Net Zero by 2035 as well as the impact of climate change.

The value in use calculations use cash flows based on detailed, Board approved, financial budgets prepared by management covering a three-year period. These forecasts have been extrapolated over years 4 to 8 representing a declining growth curve from year 3 until the long-term forecast growth rate is reached. The growth rates used from years 4 to 8 range from 0% to 10%. From year 9 onwards long-term growth rates used are between 0% and 2% (2022: between 0% and 2%) and are based on the long-term GDP growth rate of the countries in which the relevant CGUs operate or the relevant outlook for the business. An eight-year horizon is considered appropriate based on the Group’s history of underlying profit as well as ensuring there is an appropriate decline to long-term growth rates from those growth rates currently observed in our key markets. A 0% growth rate has been used for the UK Retail operating segment. All key assumptions used in the value in use calculations reflect the Group’s past experience unless a relevant external source of information is available. Whilst the same approach is adopted for Tab NZ impairment reviews, the value-in-use is assessed over the 25-year life of the licence rather than into perpetuity.

The discount rate calculation is based on the specific circumstances with reference to the WACC and risk factors expected in the industry in which the Group operates. The pre-tax discount rates used, which have remained consistent year-on-year, and the associated carrying value of goodwill by CGU is as follows:

	2023	2022	2023 £m	2022 £m
Goodwill	%	%
Digital	11.1	12.6–12.9	2,263.4	2,230.7
UK Retail	12.6	12.6	76.4	76.4
Australia	13.5	13.5	145.0	347.5
European Retail	9.5–13.3	9.5–13.3	147.1	161.5
European Digital	9.5–13.3	9.5–13.3	343.3	350.4
Enlabs	11.8	11.8	205.3	209.6
BetCity	12.7	n/a	200.1	n/a
SuperSport	11.5	11.8	527.8	538.4
STS	11.7	n/a	389.1	n/a
365Scores	12.3	n/a	86.8	n/a
Tab NZ	11.1	n/a	255.5	n/a
All other segments	11.1–12.6	12.4	76.2	66.4
			4,716.0	3,980.9

Restatement of prior year intangible valuations has been made in relation to the prior year SuperSport acquisition during the subsequent measurement period. See note 32 for further details.

It is not practical or material to disclose the carrying value of individual licences by LBO.

Impairment recognised during the year

Impairments of intangible assets and property, plant and equipment are recognised as separately disclosed items within operating expenses.

Australia impairment

During the current year, the Group recorded a non-cash impairment charge of £190.0m against the Online division. The charge has arisen in the Group’s Australian CGU and is a result of the impact of ongoing increases in the rate of Point of Consumption tax across certain states and a forecast decline in Australian revenues in 2024 as a result of a reduced market outlook.

Whilst our Australian business continues to be profitable and strategically important, market conditions and tax headwinds have reduced the value in use of the business resulting in the impairment charge. Post the annualisation of the tax increases and stabilisation of local market conditions, we expect our Australian business to return to growth.

Impairment testing across the business

Licences/ Customer relationships	Franchisees	PPE & Software	Goodwill	Brand name
UK Digital
Impairment review
Combined Digital/UK Retail
Impairment review
UK Retail site by site
Impairment review
UK Retail	ROI
Impairment review
Eurobet Digital
Impairment review
Eurobet Retail
Impairment review
Belgium Digital
Impairment review
Belgium Retail
Impairment review
Australia
Impairment review
Enlabs
Impairment review
BetCity
Impairment review
SuperSport Digital
Impairment review
SuperSport Retail
Impairment review
STS
Impairment review
365Scores
Impairment review
Tab NZ Digital
Impairment review
Tab NZ Retail
Impairment review

Unikrn impairment

During the year, the Group took the decision to close its B2C eSports business operating under the Unikrn brand, in favour of developing a leading eSports proposition on existing labels. As a result of the decision to turn off its B2C operations, the Group has recorded an £43.2m impairment of goodwill and £1.1m impairment of trade-marks and brands associated with the Unikrn operation during the current year within the New Opportunities segment.

Impala impairment

The Group has also taken the decision during 2023 to close its B2C operations in Zambia and Kenya, operations that were run out of the previously acquired African subsidiary. As a result of the decision to close these operations and focus resources to drive growth in other markets, the Group has recorded an impairment against the value of assets carried against this business. The resulting impairment has been booked against goodwill of £29.9m, and against software of £4.0m within the Online segment. In addition, an impairment charge of £11.0m has been recognised during the current year against our Retail estate in ROI as a result of a reduced outlook for this market, and £5.0m against Totolotek following its closure post the STS acquisition.

Sensitivity analysis

With the exception of Australia, no reasonable change in assumptions would cause an additional impairment, including A 5% decrease in all cash flows or a 0.5pp increase in discount rates. For Australia, a 10% increase in revenue would reduce the impairment by £110.0m, whereas a 5% decrease in revenue would increase the impairment by £48.0m. Each 0.5pp movement in the discount rate impacting the charge by £20.0m.# Notes to the consolidated financial statements for the year ended 31 December 2023

15 Property, plant and equipment

	Land and buildings	Plant and equipment	Fixtures and fittings	Leased assets	Total
£m	£m	£m	£m	£m
Cost
At 1 January 2022	26.8	102.5	188.3	572.3	889.9
Exchange adjustment	0.7	3.2	7.0	5.2	16.1
Additions	24.9	50.6	11.1	61.8	148.4
Additions from business combinations	0.2	3.2	4.4	9.5	17.3
Disposals	(10.4)	(20.2)	(16.1)	(3.5)	(50.2)
Reclassification	(1.6)	1.9	42.9	(42.2)	1.0
At 31 December 2022	40.6	141.2	237.6	603.1	1,022.5
Exchange adjustment	(0.3)	(2.1)	(3.5)	(1.4)	(7.3)
Additions	18.0	27.0	45.9	45.6	136.5
Additions from business combinations (Note 32)	4.9	8.1	2.2	26.9	42.1
Disposals	(4.5)	(6.7)	(5.7)	(49.8)	(66.7)
Reclassification	–	0.9	(0.9)	–	–
At 31 December 2023	58.7	168.4	275.6	624.4	1,127.1
Accumulated depreciation
At 1 January 2022	11.3	38.3	52.2	320.9	422.7
Exchange adjustment	0.5	2.7	2.0	4.2	9.4
Depreciation charge	11.4	23.5	26.0	65.0	125.9
Impairment	–	0.1	1.9	4.5	6.5
Disposals	(10.3)	(20.0)	(16.1)	(2.8)	(49.2)
Reclassification	–	–	21.7	(21.7)	–
At 31 December 2022	12.9	44.6	87.7	370.1	515.3
Exchange adjustment	(0.2)	(1.5)	(2.0)	(0.6)	(4.3)
Depreciation charge	13.7	29.4	36.6	61.3	141.0
Impairment	0.9	0.7	0.4	4.7	6.7
Disposals	(4.5)	(6.0)	(5.1)	(49.4)	(65.0)
Reclassification	–	(0.2)	0.2	–	–
At 31 December 2023	22.8	67.0	117.8	386.1	593.7
Net book value
At 31 December 2022	27.7	96.6	149.9	233.0	507.2
At 31 December 2023	35.9	101.4	157.8	238.3	533.4

1 Overview 8 Strategic report 88 Governance 140 Financial statements Entain plc Annual Report 2023 184

Notes to the consolidated financial statements for the year ended 31 December 2023

15 Property, plant and equipment (continued)

At 31 December 2023, the Group had not entered into contractual commitments for the acquisition of any property, plant and equipment (2022: £nil). Included within fixtures, fittings and equipment are assets in the course of construction which are not being depreciated of £17.1m (2022: £10.6m), relating predominantly to self-service betting terminals and the new point of sale system in UK Retail. An impairment charge of £6.5m (2022: £6.5m) has been made against closed retail shops and office buildings included within leased assets in the year. See Notes 6 and 14 for further details.

Analysis of leased assets:

	Land and buildings	Plant and equipment	Total
£m	£m	£m
Cost
At 1 January 2022	520.7	51.6	572.3
Exchange adjustment	5.0	0.2	5.2
Additions	60.0	1.8	61.8
Additions from business combinations	9.5	–	9.5
Disposals	(2.0)	(1.5)	(3.5)
Reclassification	–	(42.2)	(42.2)
At 31 December 2022	593.2	9.9	603.1
Exchange adjustment	(1.3)	(0.1)	(1.4)
Additions	32.8	12.8	45.6
Additions from business combinations	26.0	0.9	26.9
Disposals	(49.8)	–	(49.8)
At 31 December 2023	600.9	23.5	624.4
Accumulated depreciation
At 1 January 2022	299.8	21.1	320.9
Exchange adjustment	4.1	0.1	4.2
Depreciation charge	55.1	9.9	65.0
Impairment	4.5	–	4.5
Disposals	(2.0)	(0.8)	(2.8)
Reclassification	–	(21.7)	(21.7)
At 31 December 2022	361.5	8.6	370.1
Exchange adjustment	(0.6)	–	(0.6)
Depreciation charge	59.0	2.3	61.3
Impairment	4.7	–	4.7
Disposals	(49.4)	–	(49.4)
At 31 December 2023	375.2	10.9	386.1
Net book value
At 31 December 2022	231.7	1.3	233.0
At 31 December 2023	225.7	12.6	238.3

1 Overview 8 Strategic report 88 Governance 140 Financial statements Entain plc Annual Report 2023 185

Notes to the consolidated financial statements for the year ended 31 December 2023

16 Interest in joint venture

	Share of joint venture’s net assets £m
Cost
At 1 January 2022	9.7
Additions	175.1
Exchange adjustment	3.7
Share of loss after tax	(193.9)
Share of other comprehensive loss	(0.4)
Contributions to be made	5.8
At 31 December 2022	–
Additions	40.7
Exchange adjustment	0.5
Share of loss after tax	(42.0)
Share of other comprehensive loss (movement in translation reserve)	(0.6)
Contributions to be made	1.4
At 31 December 2023	–

The joint venture represents the Group’s investment in BetMGM set up in the US in which a 50% stake is held. The Group has committed to provide its final committed equity injection to BetMGM over the course of 2024, with $25.0m additional contributions expected ($50.0m split between both joint venture partners). This will take the Group’s total investment to $705.0m ($1.41bn across both joint venture partners). Given the net liabilities position of the joint venture, the Group has recorded £7.2m of these future contributions as a liability at the year end, an increase of £1.4m on the prior year.

Summarised financial information in respect of the Group’s joint venture’s net assets is set out below:

	2023 £m	2022 £m
Non-current assets	118.1	148.6
Cash and cash equivalents	138.7	308.7
Other current assets	182.7	92.4
Current assets	321.4	401.1
Balances with customers	(208.6)	(234.4)
Other current liabilities	(224.0)	(310.0)
Current liabilities	(432.6)	(544.4)
Non-current liabilities	(21.2)	(17.0)
Net liabilities	(14.3)	(11.7)
Group’s share of net liabilities	(7.2)	(5.8)

	2023 £m	2022 £m
Summarised statement of comprehensive income
Revenue	1,582.4	1,174.8
Depreciation and amortisation	(8.2)	(28.5)
Other operating expenses	(1,658.1)	(1,534.1)
Loss for the year	(83.9)	(387.8)
Other comprehensive loss	(1.2)	(0.8)
Total comprehensive loss	(85.1)	(388.6)
Group’s share of loss	(42.6)	(194.3)

There are no contingent liabilities relating to the Group’s interest in the joint venture (2022: £nil). The risks associated with the Group’s interest in joint ventures are aligned to the same risks the Group is exposed to on the basis that they operate wholly within the betting and gaming market.

1 Overview 8 Strategic report 88 Governance 140 Financial statements Entain plc Annual Report 2023 186

17 Interest in associates and other investments

	Share of associates’ net assets £m	Other investments £m	Total £m
Cost
At 1 January 2022	44.2	14.2	58.4
Revaluation loss	–	(5.1)	(5.1)
Arising on business combinations	–	4.9	4.9
Dividends received	(3.6)	–	(3.6)
Share of loss after tax	(0.2)	–	(0.2)
Foreign exchange	(0.9)	–	(0.9)
At 31 December 2022	39.5	14.0	53.5
Revaluation gain	–	2.6	2.6
Additions	–	3.1	3.1
Dividends received	(9.8)	–	(9.8)
Share of loss after tax	(0.9)	–	(0.9)
Share of other comprehensive expense	(1.1)	–	(1.1)
Foreign exchange	–	(0.3)	(0.3)
At 31 December 2023	27.7	19.4	47.1

Revaluation loss includes £1.1m (2022: £2.6m) recognised through other comprehensive income with the remaining loss of £2.5m (2022: £2.5m) recognised through profit or loss.

Associates

Summarised financial information in respect of the associates is set out below:

	2023 £m	2022 £m
Non-current assets	42.5	52.0
Current assets	78.0	132.4
Non-current liabilities	(5.7)	(2.5)
Current liabilities	(73.1)	(90.1)
Net assets	41.7	91.8
Group’s share of net assets	27.7	39.4

	2023 £m	2022 £m
Revenue for the year	370.1	337.1
Profit for the year	10.4	0.1
Other comprehensive expense	(4.7)	–
Total comprehensive income	5.7	0.1
Group’s share of total comprehensive expense	(2.0)	(0.2)

Further details of the Group’s associates are listed in Note 34. The financial year end of Sports Information Services (Holdings) Limited (SIS), an associate of the Group, is 31 March. The Group has included the results for SIS for the 12 months ended 31 December 2023. All associates are private companies and there are no quoted market prices available for their shares. The risks associated with associate investments are considered to be aligned to the same risks the Group is exposed to on the basis that they operate wholly within the betting and gaming market.

Other investments of £19.4m (2022: £14.0m) consist of investments which have no fixed maturity date or coupon rate.

18 Trade and other receivables

	2023 £m	2022 £m
Trade receivables	40.6	34.1
Other receivables	399.0	430.8
Finance lease receivable	4.3	3.5
Prepayments	91.1	70.5
	535.0	538.9

1 Overview 8 Strategic report 88 Governance 140 Financial statements Entain plc Annual Report 2023 187

18 Trade and other receivables (continued)

Trade and other receivables are presented on the Balance Sheet as follows:

	2023 £m	2022 £m
Current	503.2	500.3
Non-current	31.8	38.6
Total	535.0	538.9

Trade and other receivables are non-interest bearing and are generally on 30–90 day terms. Trade and other receivables are reviewed for impairment on an ongoing basis, taking account of the ageing of outstanding amounts and the credit profile of customers. Impaired receivables, including all trade receivables that are a year old, are provided for in an allowance account. Impaired receivables are derecognised when they are assessed as irrecoverable. The expected credit losses arising from receivables are not considered to be significant. The balance of other receivables consists of the receivable for Greek tax of €34.9m (2022: €34.9m), amounts receivable from payment service providers of £176.0m (2022: £149.8m), and other smaller items such as regulatory deposits, security deposits, rent deposits and balances due from affiliates and partners. The Group does not perceive there to be a material credit risk against these items.

19 Cash and cash equivalents

	2023 £m	2022 £m
Cash and short-term deposits	400.6	658.5

Cash and cash equivalents in the consolidated statement of cash flows comprises cash at bank, overdrafts net of short-term investments and includes £154.6m (2022: £52.1m) restricted in respect of customers.

20 Trade and other payables

	2023 Restated £m	2022 £m
Trade payables	56.9	64.4
Other payables	719.9	135.4
Social security and other taxes	197.6	181.0
Accruals	338.0	339.2
	1,312.4	720.0

Restatement of prior year intangible valuations increasing prior year other payables by £0.2m has been made in relation to the prior year SuperSport acquisition during the subsequent measurement period. See Note 32 for further details.# Notes to the consolidated financial statements for the year ended 31 December 2023

21 Discontinued operations

During the current year, the Group recorded a £57.8m loss in discontinued operations relating to its former business Intertrader which was disposed of in November 2021. The loss recorded primarily reflects legal costs associated with historic matters as well as a provision liability for a potential settlement with the former owners of the business following a long-running legal dispute. The charge has been recognised in within separately disclosed items in the year (Note 6). In 2022, loss on disposal was £13.4m relating to ongoing costs of disposal of the Intertrader business and the settlement of various associated legal matters.

22 Lease liabilities

	2023	2022
£m	£m	£m
Current Lease liabilities	65.7	65.1
Non-current Lease liabilities	210.2	215.8
Total lease liabilities	275.9	280.9

The Group’s leasing activity consists of leases on property, cars, self-service betting terminals and office equipment. The majority of those relate to the leasing of LBOs within the Retail estates and office buildings. Each lease is reflected on the balance sheet as a right-of-use asset and a lease liability. Variable lease payments which do not depend on an index or a rate (such as lease payments on gaming machines based on a percentage of revenue) are excluded from the measurement of the lease liability and asset. The Group classifies its right-of-use assets in a consistent manner to its property, plant and equipment (see Note 15). Leases of vehicles and IT equipment are generally limited to a new lease term of 3 to 5 years. Leases of property generally have a lease term ranging from 5 to 10 years, with some legacy leases extending out to 20 years and beyond. Most new leases of property are now generally expected to be limited to no more than 10 years, with a break option after no more than 5 years, except in special circumstances.

The maturity analysis of lease liabilities at 31 December 2023 is as follows:

Minimum lease payments due	Within 1 year	1–2 years	2–5 years	> 5 years	Total
£m	£m	£m	£m	£m	£m
2023
Net present value	65.7	57.8	106.7	45.7	275.9
2022
Net present value	65.1	56.2	106.5	53.1	280.9

The Group secures the use of its retail premises primarily through taking out leases for these premises. Typically, the leases are for a duration between 5 and 10 years. In respect of the UK property portfolio there is commonly a right to negotiate replacement leases on expiry, by virtue of the Landlord and Tenant Act 1954. Details of undiscounted amounts payable under leases are set out in Note 25. Certain lease payments are not recognised as a liability. This arises when the Group continues to pay rents and occupy properties after the lease has expired. Payments made under such leases are expensed on a straight-line basis. In addition, certain variable lease payments and irrecoverable VAT are not permitted to be recognised as lease liabilities and are expensed as incurred. The use of extension and termination options gives the Group added flexibility in the event it has identified more suitable premises in terms of cost and/or location or determined that it is advantageous to remain in a location beyond the original lease term. An option is only exercised when consistent with the Group’s regional markets strategy and the economic benefits of exercising the option exceeds the expected overall cost. Amounts paid for short-term and low-value leases not included within the lease liability are immaterial. The Group incurred rent and associated costs of £20.8m (2022: £15.3m). These are predominantly driven by VAT on rental charges not being recoverable and held over leases. Details of total cash outflow relating to leases, are disclosed in the consolidated statement of cash flows.

Group as lessor: Finance lease receivables are included in the statement of financial position within trade and other receivables and is as follows:

	2023	2022
£m	£m	£m
Current	1.1	1.0
Non-current	3.2	2.5

The maturity analysis of lease receivables, including the undiscounted lease payments to be received, are as follows:

	Within 1 year	1–2 years	2–5 years	> 5 years	Total
£m	£m	£m	£m	£m	£m
2023
Lease payments receivable	1.4	1.3	2.0	0.8	5.5
Interest	(0.3)	(0.3)	(0.5)	(0.1)	(1.2)
Present value of lease payments receivable	1.1	1.0	1.5	0.7	4.3
2022
Lease payments receivable	1.1	0.9	1.1	0.9	4.0
Interest	(0.1)	(0.1)	(0.2)	(0.1)	(0.5)
Present value of lease payments receivable	1.0	0.8	0.9	0.8	3.5

Operating lease commitments – Group as lessor

A number of the sublease agreements for unutilised space in the UK shop estate are not classified as finance leases within IFRS 16. These non-cancellable leases have remaining lease terms of between one and six years. The future minimum rentals receivable under these non-cancellable operating leases at 31 December are as follows:

	2023	2022
£m	£m	£m
Within one year	0.4	0.6
After one year but not more than five years	0.6	1.0
After five years	0.1	0.1
	1.1	1.7

23 Interest-bearing loans and borrowings

	2023	2022
£m	£m	£m
Current Euro-denominated loans	0.4	0.9
USD-denominated loans	23.4	17.7
Sterling-denominated loans	295.4	406.3
	319.2	424.9
Non-current Euro-denominated loans	869.4	994.7
USD-denominated loans	2,172.1	1,694.4
Sterling-denominated loans	(2.7)	–
	3,038.8	2,689.1

As at 31 December 2023 there were £515.0m (2022: £515.0m) of committed bank facilities of which £295.0m (2022: £nil) were drawn down and £5.2m (2022: £52.1m) of facilities which have been utilised for letters of credit.

On 6 December 2022, the Group agreed pricing and allocation of two new tranches of First Lien Term Loans, namely a EUR tranche of €800m with a maturity in June 2028 and a USD tranche of $375m which was added to the $1,000m term loan which had an October 2029 maturity. These new loans were issued on 11 January 2023 and used to repay the existing €1,125m loan in January 2023, ahead its March 2024 maturity.

On 26 June 2023, the Group agreed pricing and allocation of add ons to existing First Lien Term Loans. €230m was added onto the €800m term loan, with maturity remaining in June 2028 and $385m was added onto the $1,375m term loan, with maturity remaining in October 2029. A total of c£500m GBP equivalent was issued and these funds were part used to fund the repayment of the Ladbrokes Group Finance plc £400m bond in July 2023, a bond which was due for repayment in September 2023.

The Group’s senior facilities agreement contains a single financial covenant: a springing leverage covenant (subject to customary cure rights) and solely for the benefit of the lenders under the revolving credit facility (“RCF”). The financial covenant is tested only in respect of a quarter-end date where the aggregate outstanding principal amount of all loans under the RCF (excluding utilisations of the RCF by way of letters of credit or bank guarantees) exceeds 40% of the total RCF commitments as at that date.

24 Provisions

	Litigation	Property	Restructuring	provisions	Total
£m	£m	£m	£m	£m	£m
At 1 January 2022	9.1	0.8	40.0	–	49.9
Provided	10.1	1.8	33.6	–	45.5
Utilised	(7.5)	(2.0)	(35.9)	–	(45.4)
Released	(4.5)	(0.6)	(1.9)	–	(7.0)
Reclassification	–	–	(17.0)	–	(17.0)
At 31 December 2022	7.2	–	18.8	–	26.0
Provided	4.4	28.8	28.2	–	61.4
Utilised	(5.3)	(25.5)	(30.4)	–	(61.2)
Released	(1.0)	–	(0.1)	–	(1.1)
At 31 December 2023	5.3	3.3	16.5	–	25.1

3 1. The Group is party to a number of leasehold property contracts. Provision has been made against the unavoidable non-rent costs on those leases where the property is now vacant.Provisions have been based on management’s best estimate of the minimum future cash ﬂows to settle the Group’s obligations, considering the risks associated with each obligation, discounted at a risk-free interest rate of 3.5%. The periods of vacant property commitments range from 1 to 12 years (2022: 1 to 13 years). In accordance with IFRS 16, the rental elements of certain property provisions are included within lease liabilities.

Restructuring provisions relate to redundancy costs.
Litigation and regulation provisions relate to estimates for potential liabilities which may arise in the Group as a result of customer claims and past practices. Whilst the nature of legal claims means that the timing of settlement can be uncertain, we expect all claims to be settled in the next 1 to 2 years. Whilst the provisions are based on management’s best estimate of the likely liability for obligations that exist at the year end date, the maximum potential exposure is not expected to be materially different to the provision made. Of the total provisions at 31 December 2023, £20.9m (2022: £20.6m) is current and £4.2m (2022: £5.4m) is non-current. Provisions expected to be settled in greater than one year are discounted at the risk-free rate.

25 Financial risk management objectives and policies

The Group’s treasury function provides a centralised service for the provision of ﬁnance and the management and control of liquidity, foreign exchange rates and interest rates. The function operates as a cost centre and manages the Group’s treasury exposures to reduce risk in accordance with policies approved by the Board. The Group’s principal ﬁnancial instruments comprise term loans, bank facilities, overdrafts, loan notes, bonds, ﬁnancial guarantee contracts, and cash and short-term deposits, together with certain derivative ﬁnancial instruments. The main purpose of these ﬁnancial instruments is to raise ﬁnance for the Group’s operations. The Group has various other ﬁnancial instruments such as trade receivables, trade payables and accruals that arise directly from its operations. Details of derivatives are set out in Note 26.

It is, and has been throughout the year under review, the Group’s policy that no trading in ﬁnancial instruments shall be undertaken other than betting. Activity of this nature is only undertaken by the customer and is not speculative activity of the Group. The Group’s exposure to ante-post betting and gaming transactions is not signiﬁcant. The main ﬁnancial risks for the Group are exchange rate risk, interest rate risk, credit risk and liquidity risk. The Board reviews and agrees policies for managing each of these risks and they are summarised below. The Group also monitors the market price risk arising from all ﬁnancial instruments.

Interest rate risk

The Group is exposed to interest rate risk on certain of its interest-bearing loans and borrowings and on cash and cash equivalents. The Group uses derivative ﬁnancial instruments such as interest rate swaps to hedge its interest rate risk. At 31 December 2023, 65% (2022: 50%) of the Group’s post-swap gross debt (excluding leases) was at ﬁxed interest rates. Interest on ﬁnancial instruments at ﬂoating rates is repriced at intervals of less than six months. Interest on ﬁnancial instruments at ﬁxed rates is ﬁxed until the maturity of the instrument.

The table below demonstrates the sensitivity to reasonably possible changes in interest rates on income for the year when this movement is applied to the carrying value of ﬁnancial liabilities:

Proﬁt before tax	Effect on:	2023	2022
	25 basis points decrease	1.1	4.1
	100 basis points increase	(4.6)	(16.3)

Foreign currency risk

Given the multi-national nature of the business, the Group is exposed to foreign exchange gains and losses on its trading activities, the net assets of its overseas subsidiaries and its non-GBP-denominated ﬁnancing facilities. The primary currencies that the Group is exposed to ﬂuctuations in are the Euro, Australian Dollar and US Dollar.

Whilst the Group does not actively hedge the foreign exposure on its trading cash ﬂows, it continuously monitors exposures to individual currencies, taking remediating actions as necessary to manage any signiﬁcant risks as they arise. In the event that the Group anticipates large transactions in currencies other than GBP, forward exchange contracts are taken out to manage the potential foreign exchange exposure. The Group’s exposure to the translation of net assets on foreign currency subsidiaries into its reporting currency is partially offset by the opposite exposure on the Group’s ﬁnancing facilities providing a natural economic hedge, even though the Group does not apply hedge accounting. The Group’s policy on borrowings is broadly aligned to the underlying cash ﬂows of the business. The Group has ﬁnancing facilities in GBP, Euros and US Dollars. As the Group’s overseas subsidiaries largely report in Euros, the Group has taken out swap contracts to hedge the US Dollar debt into Euros in order to align the foreign currency exposure on the Group’s ﬁnancing facilities with that on the net assets of its subsidiaries. The Group has also taken out swap contracts to hedge US Dollar debt into GBP and Australian Dollars.

A 5% weakening in the Euro would reduce Group operating proﬁt by £21.6m (2022: £27.7m) and net assets by £22.0m (2022: £0.8m) when applied to the results of the year in question.

A 5% weakening in the Australian Dollar would reduce Group operating proﬁt by £3.4m (2022: £4.6m) and net assets by £7.1m (2022: £19.0m) when applied to the results of the year in question.

A 5% weakening in the US Dollar would increase Group operating proﬁt by £2.0m (2022: £9.2m) arising from the share of loss of joint venture. There are no material net assets held in US Dollar as at 31 December 2023 and 31 December 2022.

Credit risk

The Group is not subject to signiﬁcant concentration of credit risk, with exposure spread across a large number of counterparties and customers. Receivable balances are monitored on an ongoing basis. Any changes to credit terms are assessed and authorised by senior management on an individual basis. With respect to credit risk arising from the other ﬁnancial assets of the Group, which comprise cash and cash equivalents, the Group’s exposure to credit risk arises from default of the counterparty, with a primary exposure equal to the carrying amount of these instruments. Credit risk in respect of cash and cash equivalents is managed by restricting those transactions to banks that have a deﬁned minimum credit rating and by setting an exposure ceiling per bank.

Liquidity risk

The Group’s objective is to maintain a balance between continuity of funding and ﬂexibility through the use of borrowings with a range of maturities. The Group’s policy on liquidity is to ensure that there are sufﬁcient medium-term and long-term committed borrowing facilities to meet the medium-term funding requirements. At 31 December 2023, there were undrawn committed borrowing facilities of £220.0m (2022: £515.0m). Total committed facilities had an average maturity of 4.5 years (2022: 3.7 years).

The total gross contractual undiscounted cash ﬂows of ﬁnancial liabilities, including interest payments, fall due as follows. Cash ﬂows in respect of ﬁnancial guarantee contracts reﬂect the probability weighted cash ﬂows.

	On demand or within 1 year	1–2 years	2–5 years	> 5 years	Total
2023	£m	£m	£m	£m	£m
Interest-bearing loans and borrowings	573.7	558.1	1,223.1	1,401.9	3,756.8
Other ﬁnancial liabilities	252.7	692.4	378.5	2,855.8	4,179.4
Trade and other payables	681.0	151.3	302.5	–	1,134.8
Lease liabilities	77.5	66.8	122.9	54.0	321.2
Total	1,584.9	1,468.6	2,027.0	4,311.7	9,392.2

	On demand or within 1 year	1–2 years	2–5 years	> 5 years	Total
2022	£m	£m	£m	£m	£m
Interest bearing loans and borrowings	548.4	1,310.6	1,131.2	914.5	3,904.7
Other ﬁnancial liabilities	210.7	56.5	205.5	1.7	474.4
Trade and other payables	538.8	–	–	–	538.8
Lease liabilities	72.4	61.6	116.6	59.8	310.4
Total	1,370.3	1,428.7	1,453.3	976.0	5,228.3

Details of discounted contractual cash ﬂows of leasing liabilities are set out in Note 22.

Capital risk management

The primary objective of the Group’s capital management is to ensure that it maintains a credit quality that enables the Group to raise funds at an economic interest rate and to maintain healthy capital ratios in order to support its business and maximise shareholder value. The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, adjust borrowings, return capital to shareholders or issue new shares. The Group monitors capital using an adjusted net debt to underlying EBITDA ratio. The ratio at 31 December 2023 was 3.3 times (2022: 2.8 times). See Note 27 for further details. The Group’s funding policy is to raise funds centrally to meet the Group’s anticipated requirements. These are planned so as to mature at different stages in order to reduce reﬁnancing risk. The Board reviews the Group’s capital structure and liquidity periodically.# 26 Financial instruments and fair value disclosures

The table below analyses the Group’s ﬁnancial instruments into their relevant categories:

Assets/ (liabilities)	Assets at fair value through other comprehensive income	Assets at fair value through proﬁt and loss	Amortised cost	Total
31 December 2023	£m	£m	£m	£m
Assets
Non-current:
Other investments (Note 17)	1.3	10.9	7.2	19.4
Current:
Trade and other receivables			443.9	443.9
Derivative ﬁnancial instruments		31.9		31.9
Cash and short-term investments (including customer funds)			400.6	400.6
Total	845.8	42.8	7.2	895.8
Liabilities
Current:
Customer balances			(196.8)	(196.8)
Interest-bearing loans and borrowings			(319.2)	(319.2)
Trade and other payables			(681.0)	(681.0)
Derivative ﬁnancial instruments		(117.5)		(117.5)
Other ﬁnancial liabilities		(157.0)		(157.0)
Lease liabilities (Note 22)			(65.7)	(65.7)
Non-current:
Interest-bearing loans and borrowings			(3,038.8)	(3,038.8)
Trade and other payables			(433.8)	(433.8)
Other ﬁnancial liabilities	(835.8)	(157.0)		(1,741.5)
Lease liabilities (Note 22)			(210.2)	(210.2)
Total	(5,851.2)	(1,110.3)	–	(6,961.5)
Net ﬁnancial (liabilities)/assets	(5,005.4)	(1,067.5)	7.2	(6,065.7)

The fair value of interest-bearing loans and borrowings at 31 December 2023 and 31 December 2022 is not materially different to their original cost.
Other ﬁnancial liabilities include £1,335.5m deferred and contingent consideration (2022: £261.7m), a put liability of £536.3m (2022: £180.4m), £9.6m of ﬁnancial guarantees (2022: £2.9m) and £17.1m of ante-post liabilities (2022: £17.2m).

Assets/ (liabilities)	Assets at fair value through other comprehensive income	Assets at fair value through proﬁt and loss	Amortised cost	Total
31 December 2022	£m	£m	£m	£m
Assets
Non-current:
Other investments (Note 17)	1.3	6.6	6.1	14.0
Other ﬁnancial assets	0.2			0.2
Current:
Trade and other receivables			464.9	464.9
Derivative ﬁnancial instruments		72.9		72.9
Cash and short-term investments (including customer funds)			658.5	658.5
Total	1,124.9	79.5	6.1	1,210.5
Liabilities
Current:
Customer balances			(200.5)	(200.5)
Interest-bearing loans and borrowings			(424.9)	(424.9)
Trade and other payables			(538.8)	(538.8)
Derivative ﬁnancial instruments		(79.2)		(79.2)
Other ﬁnancial liabilities		(208.8)		(208.8)
Lease liabilities (Note 22)			(65.1)	(65.1)
Non-current:
Interest-bearing loans and borrowings			(2,689.1)	(2,689.1)
Other ﬁnancial liabilities	(183.3)	(70.1)		(253.4)
Lease liabilities (Note 22)			(215.8)	(215.8)
Total	(4,317.5)	(358.1)	–	(4,675.6)
Net ﬁnancial (liabilities)/assets	(3,192.6)	(278.6)	6.1	(3,465.1)

Fair value hierarchy

IFRS 13 requires ﬁnancial assets and liabilities recorded at fair value to be categorised in three levels according to the inputs used in the calculation of their fair value:

Level 1 – uses quoted prices as the input to fair value calculations
Level 2 – uses inputs other than quoted prices, that are observable either directly or indirectly
Level 3 – uses inputs that are not observable

The following tables illustrate the Group’s ﬁnancial assets and liabilities measured at fair value after initial recognition at 31 December 2023 and 31 December 2022:

2023

	Level 1	Level 2	Level 3	Total
£m	£m	£m	£m	£m
Assets measured at fair value
Derivative ﬁnancial instruments		31.9		31.9
Other investments	7.1	2.5	8.5	18.1
	7.1	34.4	8.5	50.0
Liabilities measured at fair value
Derivative ﬁnancial instruments		(117.5)		(117.5)
Other ﬁnancial liabilities			(992.8)	(992.8)
	–	(117.5)	(992.8)	(1,110.3)
Net assets/(liabilities) measured at fair value	7.1	(83.1)	(984.3)	(1,060.3)

2022

	Level 1	Level 2	Level 3	Total
£m	£m	£m	£m	£m
Assets measured at fair value
Derivative ﬁnancial instruments		72.9		72.9
Other investments	5.5	1.8	5.4	12.7
	5.5	74.7	5.4	85.6
Liabilities measured at fair value
Derivative ﬁnancial instruments		(79.2)		(79.2)
Other ﬁnancial liabilities			(278.9)	(278.9)
	–	(79.2)	(278.9)	(358.1)
Net assets/(liabilities) measured at fair value	5.5	(4.5)	(273.5)	(272.5)

There have been no transfers of assets or liabilities recorded at fair value between the levels of the fair value hierarchy.

Included within other ﬁnancial assets and derivative ﬁnancial instruments measured at fair value are: the Group’s currency swaps held against debt instruments as an asset of £31.9m (2022: asset of £72.9m) and a liability of £117.5m (2022: £79.2m), investment in RAS Technology, designated as fair value through other comprehensive income, £2.1m (2022: £1.0m), an investment in Scout Gaming of £0.3m (2022: £0.3m), a convertible equity instruments with Visa Inc. for £2.5m (2022: £1.8m) and Greenrun Inc. for £3.1m (2022: £nil),and an investment fund of £5.0m (2022:£4.9m), all designated as fair value through proﬁt and loss.

During the year, the Group disposed of its investment in Hui10 (2022: £5.1m) as a share-for-share exchange with Intuitive Investment Group plc (“IIG) at a £nil proﬁt or loss. The investment in IIG of £5.1m is designated as fair value through other comprehensive income.

The fair value of the investments at 31 December 2023 and 31 December 2022 is not materially different to their original cost.

Contingent and deferred consideration

Contingent and deferred consideration arises through business combinations, the fair value for which is reassessed at each reporting date using updated inputs and assumptions based on the latest ﬁnancial forecasts of each respective business.

As at 31 December 2023 contingent and deferred consideration included within other ﬁnancial liabilities was £1,335.5m (2022: £261.7m), including £1,155.1m on Tab NZ as well as from the Group’s acquisitions of SuperSport in the prior year, and in year acquisitions of ASF Limited, BetCity, and 365Scores.

The valuation of the contingent element of consideration is subject to estimation uncertainty as the amount payable is based on various factors, including future proﬁtability. With the exception of Tab NZ, based on the current proﬁt forecast and reasonable upside and downside sensitivities, the range of potential valuations is not expected to be materially different from that provided for in the ﬁnancial statements. For Tab NZ where the range of potential outcomes could be materially different from the amounts provided as it is subject to the future performance of the business over a 25-year time period. The fair value of contingent consideration for Tab NZ at 31 December 2023 was £788.3m. The valuation technique used for calculating the contingent consideration was a discounted cash ﬂow model. The key unobservable inputs for the calculation are revenue growth rates, adjusted gross proﬁt margin and discount rate. A 5% movement in forecast cash ﬂows, both positive and negative, would impact the contingent consideration liability by approximately £50m, whereas the 0.5pp movement in the discount rate would affect the liability by approximately £40m.

During the year, the Group paid £266.7m (2022: £32.9m) of deferred and contingent consideration in relation to the aforementioned acquisitions.

Put option liability

The amortised costs of the put option liability recognised is not materially different to fair value.

Ante-post

Ante-post liabilities are valued using methods and inputs that are not based upon observable market data. The principal assumptions relate to anticipated gross win margins on unsettled bets. There are no reasonably probable changes to assumptions or inputs that would lead to material changes in the fair value determined, although the ﬁnal value will be determined by future sporting results.

27 Net debt

The components of the Group’s adjusted net debt are as follows:

	2023	2022
£m	£m	£m
Current assets
Cash and short-term deposits	400.6	658.5
Current liabilities
Interest-bearing loans and borrowings	(319.2)	(424.9)
Non-current liabilities
Interest-bearing loans and borrowings	(3,038.8)	(2,689.1)
Net debt	(2,957.4)	(2,455.5)
Cash held on behalf of customers	(196.8)	(200.5)
Fair value swaps held against debt instruments (derivative ﬁnancial (liability)/asset)	(85.6)	(6.5)
Deposits	48.8	43.8
Balances held with payment service providers	176.0	149.8
Sub-total	(3,015.0)	(2,468.9)
Lease liabilities	(275.9)	(280.9)
Adjusted net debt including lease liabilities	(3,290.9)	(2,749.8)

Cash held on behalf of customers represents the outstanding balance due to customers in respect of their online gaming wallets.

28 Share capital

	Number of ordinary shares	Total €m	Total £m
Authorised:
At 31 December 2022 and 31 December 2023	773,000,000	7.7	6.4
Issued and fully paid:
At 1 January 2022	586,550,219	5.9	4.8
Exercise of share options	2,296,623	–	–
At 31 December 2022	588,846,842	5.9	4.8
Allotment of shares	48,827,271	0.5	0.4
Exercise of share options	1,125,778	–	–
At 31 December 2023	638,799,891	6.4	5.2

Share options exercised in the year included 56,527 (2022: 239,116) deferred bonus shares not disclosed as part share options exercised in Note 31.

The Company’s share capital consists entirely of ordinary shares, accordingly all shares rank pari passu in all respects.

On 16 June 2023, the Company issued an additional 48,827,271 of ordinary shares for net proceeds of £589.8m.# Notes to the consolidated financial statements for the year ended 31 December 2023

29 Notes to the statement of cash flows

29.1 Reconciliation of (loss)/profit to net cash inflow from operating activities:

	2023	2022
£m	£m	£m
(Loss)/profit before tax from continuing operations	(842.6)	102.9
Net finance expense	197.9	225.7
(Loss)/profit before tax and net finance expense from continuing operations	(644.7)	328.6
Loss before tax and net finance expense from discontinued operations	(57.8)	(13.4)
Loss/(profit) before tax and net finance expense including discontinued operations	(702.5)	315.2
Adjustments for:
Impairment	289.0	7.0
Loss on disposal	1.0	1.0
Depreciation of property, plant and equipment	141.0	125.9
Amortisation of intangible assets	415.1	229.1
Share-based payments charge	23.6	19.2
Decrease/(increase) in trade and other receivables	42.2	44.7
Increase in other financial liabilities	62.7	2.2
(Decrease)/increase in trade and other payables	506.0	(85.9)
Decrease in provisions	(1.9)	(6.9)
Share of results from joint venture and associate	42.9	194.1
Pension settlement	–	7.0
Other	(9.1)	(5.7)
Cash generated by operations	810.0	846.9

29.2 Cash flows arising from discontinued operations:

	2023	2022
£m	£m	£m
Cash used in operating activities	(57.8)	(13.4)
Cash used in investing activities	–	–
Net cash outflow arising from discontinued operations	(57.8)	(13.4)

29.3 Reconciliation of movements of liabilities to cash flows arising from financing activities:

	2023 (Other loans and borrowings)	2023 (Lease liabilities)	2023 (Other financial liabilities)	2023 Total	2022 (Other loans and borrowings)	2022 (Lease liabilities)	2022 (Other financial liabilities)	2022 Total
£m	£m	£m	£m	£m	£m	£m	£m	£m
Balance at 1 January	3,114.0	280.9	462.2	3,857.1	2,282.4	293.7	88.7	2,664.8
Changes from financing cash flows
Proceeds from borrowings, net of issue costs	1,780.3	–	–	1,780.3	838.4	–	–	838.4
Repayments	(1,419.2)	–	(266.7)	(1,685.9)	(109.0)	–	(32.9)	(141.9)
Repayment of borrowings on acquisition	(9.4)	–	–	(9.4)	(162.8)	–	–	(162.8)
Repayment of lease liabilities	–	(68.5)	–	(68.5)	–	(83.0)	–	(83.0)
Total changes from financing cash flows	351.7	(68.5)	(266.7)	16.5	566.6	(83.0)	(32.9)	450.7
Other changes
Business combination consideration (Note 32)	–	–	1,254.4	1,254.4	–	–	216.7	216.7
Recognition of put option liability (Note 32)	–	–	350.5	350.5	–	–	181.2	181.2
Interest expense/discount unwind	229.2	12.8	70.4	312.4	76.2	13.0	2.9	92.1
Interest paid	(224.2)	(12.8)	–	(237.0)	(91.9)	(13.0)	–	(104.9)
New lease liabilities	–	45.6	–	45.6	–	61.8	–	61.8
Finance fees	1.0	–	–	1.0	5.7	–	–	5.7
Re-measurement adjustments	–	(7.4)	1.4	(6.0)	–	(5.0)	(6.1)	(11.1)
Total other changes	6.0	38.2	1,676.7	1,720.9	(10.0)	56.8	394.7	441.5
Arising through business combinations	9.4	26.9	7.0	43.3	162.8	9.5	–	172.3
The effect of changes in foreign exchange	(123.1)	(1.6)	19.3	(105.4)	112.2	3.9	11.7	127.8
Balance at 31 December	3,358.0	275.9	1,898.5	5,532.4	3,114.0	280.9	462.2	3,857.1

In addition to the above, the Group received £0.2m (2022: £0.2m) in respect of lease receivables resulting in a net repayment of finance leases of £68.3m (2022: £82.8m).
In addition to the above, the Group received £12.4m (2022: £4.3m) of interest income resulting in a net finance expense paid of £224.6m (2022: £100.6m). Non-cash movements include amounts acquired as a result of business combinations and the amortisation of issue costs incurred in respect of debt instruments.

30 Retirement benefit schemes

Defined contribution schemes

During the year the Group charged £23.1m of contributions (2022: £18.9m) to the consolidated income statement in relation to the defined contribution pension schemes.

Defined benefit plans

Judgement is applied, based on legal, actuarial, and accounting guidance in IFRIC 14, regarding the amounts of net pension asset that are recognised in the consolidated balance sheet. Following the buy-out of the Ladbrokes Pension Plan, the Group now only has one pension scheme, the Gala Coral Pension Plan, which is a final salary pension plan for UK employees and closed to new employees and future accrual. At retirement each member’s pension is related to their ‘career average earnings’ for the Gala Coral Pension Plan. The weighted average duration of the expected benefit payments from the plan is around 15 years (2022: 15 years). The plan’s assets are held separately from those of the Group. The plan is approved by HMRC for tax purposes, and is managed by independent Trustees. The plan is subject to UK regulations, which require the Group and Trustees to agree a funding strategy and contribution schedule at least every three years. Under the current contribution schedule in place, the Group does not pay contributions to Gala Coral Pension Plan but is paying the administrative costs. There is a risk to the Group that adverse circumstances, such as a disconnect between changes in asset investment values and required funding obligations, could lead to a requirement for the Group to make additional contributions to fund any deficit that arises. As at the date of signing the financial statements no such event has arisen. The results of the latest formal actuarial valuation 30 June 2022 for the Gala Coral Pension Plan was updated to 31 December 2023 by an independent qualified actuary in accordance with IAS 19 (Revised) Employee Benefits. The value of the defined benefit obligation and current service cost have been measured using the projected unit credit method, as required by IAS 19 (Revised). Actuarial gains and losses are recognised immediately through other comprehensive income.

The amounts recognised in the balance sheet are as follows:

	2023 (Coral)	2023 (Ladbrokes)	2023 Total	2022 (Coral)	2022 (Ladbrokes)	2022 Total
£m	£m	£m	£m	£m	£m	£m
Present value of funded obligations	(262.6)	–	(262.6)	(259.4)	–	(259.4)
Fair value of plan assets	324.4	–	324.4	323.2	–	323.2
Net asset	61.8	–	61.8	63.8	–	63.8
Disclosed in the balance sheet as:
Retirement benefit asset	61.8	–	61.8	63.8	–	63.8

The Group has considered the appropriate accounting treatment in respect of the pension plan surplus, considering the current agreement with the Trustees, and concluded the recognition of the surplus is appropriate. Whilst the Trustees have discretionary rights over the use of any surplus, the nature of the plan means that any surplus that exists once all liabilities have been settled is for the benefit of the Group.

The amounts recognised in the income statement are as follows:

	2023 (Coral)	2023 (Ladbrokes)	2023 Total	2022 (Coral)	2022 (Ladbrokes)	2022 Total
£m	£m	£m	£m	£m	£m	£m
Analysis of amounts charged to the income statement
Other administrative expenses	1.3	–	1.3	1.3	–	1.3
Net interest on net asset	(3.0)	–	(3.0)	(1.6)	–	(1.6)
Total charge/(credit) recognised in the income statement	(1.7)	–	(1.7)	(0.3)	–	(0.3)

The actual return on plan assets including interest over the year was a £14.5m gain (2022: loss of £183.4m).

The amounts recognised in the statement of comprehensive income are as follows:

	2023 (Coral)	2023 (Ladbrokes)	2023 Total	2022 (Coral)	2022 (Ladbrokes)	2022 Total
£m	£m	£m	£m	£m	£m	£m
Actual return on assets less interest on plan assets	(0.7)	–	(0.7)	(192.6)	(0.1)	(192.7)
Actuarial gains on defined benefit obligation due to changes in demographic assumptions	3.8	–	3.8	6.0	–	6.0
Actuarial gains on defined benefit obligation due to changes in financial assumptions	(3.2)	–	(3.2)	175.0	–	175.0
Experience adjustments on benefit obligation	(3.6)	–	(3.6)	(13.0)	–	(13.0)
Actuarial gains/(losses) recognised in the statement of comprehensive income	(3.7)	–	(3.7)	(24.6)	(0.1)	(24.7)

Changes in the present value of the defined benefit obligation are as follows:

	2023 (Coral)	2023 (Ladbrokes)	2023 Total	2022 (Coral)	2022 (Ladbrokes)	2022 Total
£m	£m	£m	£m	£m	£m	£m
At 1 January	(259.4)	–	(259.4)	(430.5)	–	(430.5)
Interest on obligation	(12.2)	–	(12.2)	(7.7)	–	(7.7)
Actuarial gains due to changes in demographic assumptions	3.8	–	3.8	6.0	–	6.0
Actuarial gains/(losses) due to changes in financial assumptions	(3.2)	–	(3.2)	175.0	–	175.0
Experience adjustments on obligations	(3.6)	–	(3.6)	(13.0)	–	(13.0)
Benefits paid	12.0	–	12.0	10.8	–	10.8
At 31 December	(262.6)	–	(262.6)	(259.4)	–	(259.4)

Changes in the fair value of plan assets are as follows:

	2023 (Coral)	2023 (Ladbrokes)	2023 Total	2022 (Coral)	2022 (Ladbrokes)	2022 Total
£m	£m	£m	£m	£m	£m	£m
At 1 January	323.2	–	323.2	518.6	7.0	525.6
Interest on plan assets	15.2	–	15.2	9.3	–	9.3
Administrative expenses	(1.3)	–	(1.3)	(1.3)	–	(1.3)
Actual return less interest on plan assets	(0.7)	–	(0.7)	(192.6)	(0.1)	(192.7)
Scheme buy-out	–	–	–	–	(6.9)	(6.9)
Benefits paid	(12.0)	–	(12.0)	(10.8)	–	(10.8)
At 31 December	324.4	–	324.4	323.2	–	323.2

The Group does not expect to contribute to the plan in 2024. The Group will however continue to meet the administrative expenses of the Gala Coral Pension Plan scheme.The major categories of plan assets as a percentage of total plan assets are as follows:

	2023 (Coral)	2023 (Ladbrokes)	2022 (Coral)	2022 (Ladbrokes)
Equities	2.0 –	6.0 –
Diversiﬁed growth funds	5.0 –	16.0 –
Liability-driven investment	48.0 –	36.0 –
Multi-asset credit	3.0 –	12.0 –
Corporate bonds	34.0 –	22.0 –
Private credit	8.0 –	8.0 –
Cash and cash equivalents	–	–	–	–
Total	100.0 –	100.0 –

At 31 December 2023, the plan assets were categorised as Level 2 of £297.5m (2022: £296.1m) and as Level 3 of £26.9m (2022: £27.1m). Deﬁnition of fair value level categories are set out in Note 25. The plan does not invest directly in property occupied by the Group or in ﬁnancial securities issued by the Group. Although, as the plan holds pooled investment vehicles, there may at times be indirect employer-related investment. At 31 December 2023 these represented less than 0.1% (2022: 0.1%) of the plan’s total assets. The investment strategy is set by the Trustees of the plans in consultation with the Group. For the Gala Coral Plan the current long-term strategy is to invest in a low-risk matching bond portfolio with a relatively small investment in return seeking funds.

Principal actuarial assumptions at the balance sheet date (expressed as weighted averages where appropriate):

	2023 (Coral)	2023 (Ladbrokes)	2022 (Coral)	2022 (Ladbrokes)
Discount rate	4.6 p.a.	n/a	4.8 p.a.	n/a
Price inﬂation (CPI)	2.0 p.a.	n/a	2.2 p.a.	n/a
Price inﬂation (RPI)	3.0 p.a.	n/a	3.2 p.a.	n/a
Future pension increases – LPI 5% (CPI)	2.9 p.a.	n/a	3.1 p.a.	n/a
– LPI 2.5% (CPI)	2.0 p.a.	n/a	2.1 p.a.	n/a

Post-retirement mortality assumed for most members is based on the standard SAPS mortality table with the CMI 2022 projections which considers future improvements, adjusted to reﬂect plan speciﬁc experience. The assumption used implies that the expected lifetime of members for the two schemes is:

	2023 (Coral)	2023 (Ladbrokes)	2022 (Coral)	2022 (Ladbrokes)
Male aged 45 for year ended	87.0	–	87.4	n/a
Female aged 45 for year ended	89.5	–	89.9	n/a
Male aged 65 for year ended	85.8	–	86.2	n/a
Female aged 65 for year ended	88.1	–	88.5	n/a

Entain plc Annual Report 2023
200 Notes to the consolidated ﬁnancial statements for the year ended 31 December 2023

30 Retirement beneﬁt schemes (continued)

Changes to the assumptions will impact the amounts recognised in the consolidated balance sheet and the consolidated statement of comprehensive income in respect of the plan. For the signiﬁcant assumptions, the following sensitivity analysis provides an indication of the impact on the deﬁned beneﬁt obligation for the year ended 31 December 2023:

	2023 (Coral)	2023 (Ladbrokes)	2022 (Coral)	2022 (Ladbrokes)
– 0.5% p.a. decrease in the discount rate	7.1	–	7.4	–
– 0.5% p.a. increase in price inﬂation	5.0	–	5.0	–
– One-year increase in life expectancy	3.4	–	3.3	–

These sensitivities have been calculated to show the movement in the deﬁned beneﬁt obligation in isolation, and assuming no other changes in market conditions at the accounting date. This is unlikely in practice, for example, a change in discount rate is unlikely to occur without any movement in the value of the assets held by the plan.

31 Share-based payments

The following options to purchase €0.01 ordinary shares in the Group were granted, exercised, forfeited or existing at the year end:

Date of grant	Exercise price	Existing at 1 January 2023	Granted in the year	Cancelled or forfeited in the year	Exercised in the year	Existing at 31 December 2023	Exercisable at 31 December 2023	Vesting criteria
16-Dec-2016	422p	351,338	–	(12,000)	–	339,338	339,338	Note a
28-Dec-2017	0p	3,392	–	–	–	3,392	3,392	Note b
26-Mar-2019	0p	67,188	–	(46,783)	–	20,405	20,405	Note c
10-Jun-2020	0p	1,243,557	–	(199,624)	(1,005,447)	38,486	38,486	Note d
24-Mar-2021	0p	908,930	–	(73,955)	–	834,975	–	Note e
04-May-2021	1264p	667,231	–	(142,070)	(3,746)	521,415	–	Note f
18-Mar-2022	0p	1,208,514	–	(170,300)	–	1,038,214	–	Note g
26-Apr-2022	1333p	628,363	–	(87,477)	(701)	540,185	–	Note h
28-Jun-2022	0p	483,032	–	(97,566)	–	385,466	–	Note i
25-Apr-2023	1008p	–	1,008,148	(122,029)	(574)	885,545	–	Note j
04-May-2023	0p	–	902,200	(172,794)	–	729,406	–	Note k
16-Jun-2023	0p	–	1,275,465	–	–	1,275,465	–	Note k
Total Schemes		5,561,545	3,185,813	(1,065,815)	(1,069,251)	6,612,292	401,621

Note a: 2016 MIP Plan – These equity settled awards were issued on completion of the acquisition of bwin.party. The options vest and became exercisable, subject to the satisfaction of a performance condition, over 30 months, with one-ninth vesting six months after the date of grant and a further ninth vesting at each subsequent quarter. The options lapse, if not exercised, on 2 February 2026. The performance condition is comparator total shareholder return (“TSR”) of the Group against the FTSE 250. Each ninth of the shares will have its TSR condition reviewed from the date of grant until the relevant testing date. To the extent the TSR is not met at that time, it is tested again the following quarter and, if necessary, at the end of the 30-month vesting period. In order to vest, the TSR of the Group must rank at median or above against the FTSE 250.

Note b: 2017 LTIP Plan – These equity settled awards were awarded to certain Directors and employees and vest over a three-year period from the date of grant. The number of awards to vest are conditional on both cumulative Earnings Per Share (“EPS”) exceeding 180 euro cents, with a pro-rata increase in the amount vesting between 180 cents and 214 cents, and TSR performance conditions being met which are split with equal weighting.

Note c: 2019 LTIP Plan – These equity settled awards were awarded to certain Directors and employees and vest over a three-year period from the date of grant. The number of awards that vested was conditional on both cumulative three-year Earnings Per Share (“EPS”) exceeding 184p, with a pro-rata increase in the amount vesting between 184p and 214p, and TSR performance conditions being met which are split with equal weighting.

Note d: 2020 LTIP Plan – These equity settled awards were awarded to certain Directors and employees and vest over a three-year period from the date of grant. The number of awards to vest are conditional on both cumulative three-year Earnings Per Share (“EPS”) exceeding 267p, with a pro-rata increase in the amount vesting between 267p and 295p, and certain TSR performance conditions being met which are split with the weighting of one third based on EPS and two thirds relating to TSR conditions. There were also a number of restricted share plan shares issued during 2020 against which service conditions apply.

Note e: 2021 LTIP Plan – These equity settled awards were awarded to certain Directors and employees and vest over a three-year period from the date of grant. The number of awards to vest are conditional on both cumulative three-year Earnings Per Share (“EPS”) exceeding 255p, with a pro-rata increase in the amount vesting between 255p and 296p, and certain TSR performance conditions being met which are split with the weighting of one-third based on EPS and two-thirds relating to TSR conditions.

Note f: 2021 Employee Sharesave Plan – During 2021 the Group set up an Employee Sharesave plan. Under this plan employees of the Group are able to subscribe up to a maximum of £100 a month to invest in share purchases at a price representing a discount of 20% from the share price at the commencement of the plan. The vesting period is three years. The right to purchase shares will vest conditional upon continued employment at the end of the three years.

Note g: 2022 LTIP Plan – These equity settled awards were awarded to certain Directors and employees and vest over a three-year period from the date of grant. The number of awards to vest are conditional on certain TSR performance conditions being met.

Note h: 2022 Employee Sharesave Plan – During 2022 the Group set up an Employee Sharesave plan. Under this plan employees of the Group are able to subscribe up to a maximum of £100 a month to invest in share purchases at a price representing a discount of 20% from the share price at the commencement of the plan. The vesting period is three years. The right to purchase shares will vest conditional upon continued employment at the end of the three years.

Note i: 2022 Employee Free Share Plan – During 2022 the Group set up an Employee Free Share plan. Under this plan each employee of the Group has been granted 22 free shares for a vesting period of two years. The shares will vest conditional upon continued employment at the end of the two years.

Note j: 2023 Employee Sharesave Plan – During 2023 the Group set up an Employee Sharesave plan. Under this plan employees of the Group are able to subscribe up to a maximum of £100 a month to invest in share purchases at a price representing a discount of 20% from the share price at the commencement of the plan. The vesting period is three years. The right to purchase shares will vest conditional upon continued employment at the end of the three years.

Note k: 2023 LTIP Plan – These equity settled awards were awarded to certain Directors and employees and vest over a three-year period from the date of grant. The number of awards to vest are conditional on certain TSR performance conditions being met.

The charge to share-based payments within the consolidated income statement in respect of these options in 2023 was £21.7m (2022: £19.2m) which related entirely to equity settled options.# Entain plc Annual Report 2023

31 Share-based payments (continued)

Weighted average exercise price of options

The number and weighted average exercise prices of share options are as follows:

Outstanding at the beginning of the year	329p	5,561,545	31p	6,167,742
Granted during the year	319p	3,185,813	366p	2,468,119
Exercised during the year	11p	(1,069,251)	21p	(2,057,507)
Cancelled or forfeited in the year	393p	(1,065,815)	426p	(1,016,809)
Outstanding at the end of the year	365p	6,612,292	329p	5,561,545
Exercisable at the end of the year	357p	401,621	351p	421,918

The options outstanding at 31 December 2023 have a weighted average contractual life of 1.5 years (31 December 2022: 1.4 years).

Valuation of options

The fair value of services received in return for share options granted are measured by reference to the fair value of share options granted. The Group engaged third-party valuation specialists to provide a fair value for the options. All LTIP plans are valued using both a Black Scholes valuation model and Monte Carlo valuation for the cumulative EPS and TSR conditions respectively.

Fair value of share options and assumptions:

Date of grant	Fair value at measurement date (£)	Share price at grant (£)	Exercise price (£)	Expected volatility %	Expected multiple	Expected Risk-free rate %	Dividend yield %
Dec-16	1.43–1.94	6.48	4.22	28%–30%	n/a	n/a	n/a
Dec-17	7.39–9.34	9.34	–	26.6%	n/a	0.40%	n/a
Mar-19	1.90–4.96	4.96	–	31.5%	n/a	0.70%	n/a
Jun-20	3.54–7.86	7.86	–	33.2%	n/a	0.30%	n/a
Mar-21	10.03–11.27	15.25	–	52.8%	n/a	0.01%	2.0%
May-21	6.75	16.46	12.64	51.3%	n/a	0.02%	2.0%
Mar-22	10.77–12.35	16.66	–	51.5%	n/a	1.4%	1.2%
Apr-22	5.66	14.74	13.33	50.1%	n/a	1.60%	1.3%
Jun-22	13.04	13.04	–	n/a	n/a	n/a	n/a
Apr-23	6.39	14.39	10.08	41.3%	n/a	3.59%	1.4%
May-23	5.48	14.70	–	41.0%	n/a	4.68%	1.7%
Jun-23	5.48	12.21	–	41.0%	n/a	4.68%	1.7%

32 Business combinations

Business combinations are accounted for using the acquisition method. Identifiable assets and liabilities acquired, and contingent liabilities assumed in a business combination are measured at their fair values at the acquisition date. The identification and valuation of intangible assets arising on business combinations is subject to a degree of estimation. We engaged independent third parties, including Kroll, to assist with the identification and valuation process. This was performed in accordance with the Group’s policies. The excess of the cost of acquisition over the fair value of the Group’s share of the identifiable assets acquired is recorded as goodwill. Costs related to the acquisition are expensed as incurred; see Note 6 for details.

SuperSport

Measurement period adjustment

The initial value of goodwill recognised was £518.8m on acquisition. Subsequent to this a measurement period adjustment has been applied to increase the goodwill by £1.7m, increase licences by £1.5m, increase trade-marks & brand names by £1.0m, decrease customer relationships by £4.0m, and increase other liabilities by £0.2m. Due to these measurement period adjustments, in line with IFRS 3 ‘Business Combinations’ it has been necessary to present a restated 2022 balance sheet and related notes to the accounts for those balances affected.

Transactions with minority shareholders

During the period, the Group received by way of an equity injection into Entain Holdings (CEE) Limited £42.6m from EMMA Capital in relation to their 25% share of the 2022 earn-out under the SuperSport acquisition. As EMMA Capital holds a put option over its equity, which is enforceable on the Group from November 2025, a financial liability equivalent to the equity injection has been recognised to reflect the future liability within equity.

Summary of acquisitions in the period:

Acquisitions during the year relate primarily to online gaming activities. Tab NZ, an STS also have retail estates. Fair values were determined on the basis of an initial assessment performed by an independent professional expert.

NZ Ent Limited (trading as Tab NZ)

On 1 June, the Group completed the acquisition of a business (NZ Ent Limited) which entitles them to the exclusive license to operate and run the brand of Tab NZ in New Zealand for 25 years for an initial payment of £85.3m with a further £10.6m paid following acquisition. As part of the acquisition, the Group has also committed to make minimum guaranteed funding payments to Tab NZ (the seller) in the first five years post completion, with further contingent payments due up to and including year 25. As there are no ongoing obligations or service requirements on the selling party, these payments have been deemed to form part of consideration under IFRS 3 rather than ongoing deductions on profits. As such, based on forecast performance for the Group’s New Zealand business and the estimated returns on the potential introduction of geo-blocking, which could be significant, the discounted estimate of consideration for the Tab NZ acquisition is £1,208.7m, which is considered to be equal to the fair value. In accordance with IFRS 3, as control has been obtained, the business has been consolidated from the point of acquisition.

Details of the purchase consideration, and the values of net, the net assets acquired and goodwill are as follows:

	Fair value £m
Intangible assets (excluding goodwill)	894.6
Property, plant and equipment	17.4
Trade and other receivables	24.6
Cash and cash equivalents	10.2
Deferred tax asset	309.8
Deferred tax liability	(242.6)
Trade and other payables	(45.3)
Lease liabilities	(10.5)
Total	958.2
Net assets acquired	958.2
Goodwill	250.5
Total net assets acquired	1,208.7

Consideration:


Cash	96.6
Deferred consideration	386.5
Contingent consideration	725.6
Total consideration	1,208.7

STS Holdings SA

On 23 August, a Group subsidiary, Entain CEE, acquired 99.28% of STS Holdings S.A. (“STS”) at a purchase price of PLN 24.80 per share. As part of the acquisition and the funding of Entain CEE’s purchase of STS, the majority shareholder in STS acquired a 10% economic stake in the enlarged Entain CEE business for cash with the existing minority shareholder, EMMA Capital, also subscribing for additional equity in Entain CEE for cash to fund their economic proportion of the acquisition. Total consideration for the acquisition of STS was £748.6m, with minority holdings, including the remaining 0.72% of shares not acquired as part of the initial purchase, contributing £313.5m of the consideration. As the former majority shareholder in STS and EMMA Capital have put options on their equity stake in Entain CEE, the Group has recognised an equivalent financial liability for these two put options (see Note 26). Post the acquisition, the remaining 0.72% of equity in STS has been acquired by Entain CEE, with each parent contributing in line with their economic interest in Entain CEE. In accordance with IFRS 3, as the Entain Group exercises control of CEE and therefore indirectly controls STS, the business has been consolidated from the point of acquisition.

Details of the purchase consideration, and the values the of net assets acquired and the goodwill are as follows:

	Fair value £m
Intangible assets (excluding goodwill)	401.3
Property, plant and equipment	22.6
Trade and other receivables	5.6
Cash and cash equivalents	56.7
Deferred tax liability	(74.8)
Trade and other payables	(21.5)
Lease liabilities	(15.4)
Total	374.5
Net assets acquired	374.5
Goodwill	374.1
Total net assets acquired	748.6

Consideration:


Cash	435.1
Non-controlling interest	313.5
Total consideration	748.6

Other business combinations

BetCity

On 11 January, the Group acquired 100% of the share capital of BetCity for initial consideration of €305m, including working capital adjustments, with further contingent amounts payable in 2024 and beyond subject to financial performance. Based on financial forecasts at the point of acquisition, total discounted consideration has been assessed as €362m. Amounts payable are capped at €550m. In accordance with IFRS 3, as control has been obtained, the business has been consolidated from the point of acquisition.

365Scores

On 30 March, the Group acquired 100% of the share capital of 365Scores for $157m including working capital adjustments, with further contingent payments payable subject to the achievement of certain financial targets capped at $10m. Based on financial forecasts at the point of acquisition, total discounted consideration has been assessed as $161m. In accordance with IFRS 3, as control has been obtained, the business has been consolidated from the point of acquisition.

Tiidal Gaming

On 9 June, the Group acquired 100% of the share capital of Tiidal Gaming for £7.8m. There are no contingent consideration elements in the acquisition. In accordance with IFRS 3, as control has been obtained, the business has been consolidated from the point of acquisition.

ASF Limited (trading as Angstrom)

On 29 September the Group completed the acquisition of ASF Ltd, acquiring 100% of the share capital of the business for initial consideration of $93.5m with up to an additional $65.0m ($82.7m undiscounted) payable subject to the achievement of certain milestones.# Entain plc Annual Report 2023

Notes to the consolidated financial statements for the year ended 31 December 2023

In accordance with IFRS 3, as control has been obtained, the business has been consolidated from the point of acquisition. Details of the total purchase consideration, and the values of the net assets acquired and goodwill on the acquisition of BetCity, 365Scores, Tiidal Gaming, and Angstrom are as follows:

Fair value £m
Intangible assets (excluding goodwill)	216.7
Property, plant and equipment	2.1
Trade and other receivables	26.2
Cash and cash equivalents	21.0
Deferred tax liability	(51.5)
Loans and borrowings	(9.4)
Trade and other payables	(49.3)
Lease liability	(1.0)
Total	154.8
Net assets acquired	154.8
Goodwill	442.9
Total net assets acquired	597.7
Consideration:
Cash	455.4
Deferred consideration	142.3
Total consideration	597.7

All of the acquired businesses contributed revenues of £357.6m and underlying profit before tax of £34.9m. Had the acquisitions occurred on the first day of the financial year the revenue for the Group would have been £4,990.2m with an underlying profit before tax of £493.4m.

Included in the valuation of goodwill is the value attributed to acquired workforce, and the benefit of future trading potential including synergies arising as part of the acquisition.

33 Commitments and contingencies

AUSTRAC

In October 2020, AUSTRAC initiated a compliance assessment of Entain Group Pty Ltd, the Group’s subsidiary in Australia (“Entain Australia”). Following two years of assisting AUSTRAC with the assessment, Entain Australia was notified in September 2022 that AUSTRAC would be commencing an enforcement investigation. The investigation is focused on whether Entain Australia complied with its obligations under the AML/CTF Act. Entain Australia continues to co-operate fully with AUSTRAC’s enforcement team, and is liaising regularly with AUSTRAC’s regulatory operations teams as it implements a detailed remediation plan. As AUSTRAC are still conducting their investigation and reviewing documentation, it is too early to predict the likely timing and potential outcome of the investigation. Whilst the details of the investigation into Entain Australia are different to other AUSTRAC investigations in the bookmaking industry, the directors note that previous penalties in AUSTRAC civil penalty proceedings have been significant. Therefore, as at the Balance Sheet date, uncertainty exists over both the timing and outcome of the investigation, with any potential penalty, should one arise, potentially material. The Group remains fully engaged, working collaboratively with AUSTRAC and providing detailed quarterly updates on enhancements to its AML/CTF program. Whilst significant progress has been made since 2022, this remains a key area of focus. As a leading gambling operator, the Group recognises that it has a responsibility to keep financial crime out of gambling, and remains committed to our customers, our shareholders and the communities that we operate in to ensure we act as a gatekeeper for safer betting.

Greek Tax

In November 2021, the Athens Administrative Court of Appeal ruled in favour of the Group’s appeal against the tax assessment raised by the Greek tax authorities in respect of 2010 and 2011. In February 2022, the Greek tax authorities appealed against the judgements to the Greek Supreme Administrative Court. While the Group expects to be successful in defending the appeal by the Greek authorities, should the Greek Supreme Administrative Court rule in favour of the Greek tax authorities, then the Group could become liable for the full 2010-2011 assessment plus interest, an estimated total of €283.6m at 31 December 2023.

34 Related party disclosures

Other than its associates and joint venture, the related parties of the Group are the Executive Directors, Non-Executive Directors and members of the Executive Committee of the Group. Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. Transactions between the Group and its associates and joint venture and other related parties are disclosed below.

During the year, Group companies entered into the following transactions with related parties who are not members of the Group:

	2023 £m	2022 £m
Equity investment – Joint venture	40.7	175.1
Sundry income – Associates	21.5	–
Sundry expenditure – Associates	(51.4)	(55.5)

Equity investment in BetMGM.
Payments in the normal course of business made to Sports Information Services (Holdings) Limited.

Details of related party outstanding balances:

	2023 £m	2022 £m
Other amounts outstanding – Joint venture receivable	54.7	87.8
– Associates receivables	3.2	4.4
– Associates payables	(0.1)	(0.3)

Terms and conditions of transactions with related parties

Sales to, and purchases from, related parties are made at market prices and in the ordinary course of business. Outstanding balances at 31 December 2023 are unsecured and settlement occurs in cash. For the year ended 31 December 2023, the Group has not raised any provision (2022: £nil) for doubtful debts relating to amounts owed by related parties as the payment history has been good. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

Transactions with Directors and key management personnel of the Group

For details of Directors’ remuneration please refer to the Directors’ remuneration table included on pages 118 to 121 of this report. The remuneration of key management personnel is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures. Key management personnel comprise Executive Directors and members of the Executive Management Team. Further information about the remuneration of individual Directors is provided in the Directors’ remuneration report.

	2023 £m	2022 £m
Short-term employee benefits	7.3	7.9
Redundancy/loss of office	1.6	–
Pension-related costs	0.3	0.1
Share-based payments	10.7	7.6
Total compensation paid to key management personnel	19.9	15.6

The consolidated financial statements include the financial statements of Entain plc and its subsidiaries. The companies listed below are those which were part of the Group at 31 December and therefore the results, cash flows and balance sheets of all subsidiaries listed are consolidated into the Group financial statements, furthermore the results of joint ventures and associates are accounted for in accordance with the policy set out in Note 4.

Subsidiaries based in the United Kingdom

Company	% equity interest 2023	% equity interest 2022	Registered address
Arthur Prince (Turf Accountants) Limited	100.0	100.0	7th Floor, One Stratford Place, Westfield Stratford City, Montﬁchet Road, London, United Kingdom, E20 1EJ
Bartletts Limited	100.0	100.0
Birchgree Limited	100.0	100.0
Bloxhams Bookmakers Limited	100.0	100.0
Brickagent Limited	100.0	100.0
ASF Limited	100.0	100.0
Cashcade Limited	100.0	–
CE Acquisition 1 Limited	100.0	100.0
Chas Kendall (Turf Accountant) Limited	100.0	100.0
Choicebet Limited	100.0	100.0
C L Jennings (1995) Limited	100.0	100.0
Competition Management Services Co. Limited	97.5	97.5
Coral (Holdings) Limited	100.0	100.0
Coral (Stoke) Limited	100.0	100.0
Coral Estates Limited	100.0	100.0
Coral Eurobet Limited	100.0	100.0
Coral Eurobet Holdings Limited	100.0	100.0
Coral Group Limited	100.0	100.0
Coral Group Trading Limited	100.0	100.0
Coral Limited	100.0	100.0
Coral Racing Limited	100.0	100.0
Coral Stadia Limited	100.0	100.0
E.F. Politt & Son Limited	100.0	100.0
Electraworks Maple Limited	100.0	100.0
Entain Holdings (UK) Limited	100.0	100.0
Entain Marketing (UK) Limited	100.0	100.0
Entain Services Limited	100.0	100.0
Entain Wave Limited	100.0	100.0
Gable House Estates Limited	100.0	100.0
Ganton House Investments Limited	100.0	100.0
Greatmark Limited	100.0	100.0
Hillford Estates Limited	75.0	75.0
Hindwain Limited	100.0	100.0
Impala Digital Limited	100.0	100.0
Interactive Sports Limited	100.0	100.0
J G Leisure Limited	100.0	100.0
J. Ward Hill & Company	100.0	100.0
Jack Brown (Bookmaker) Limited	100.0	100.0
Jerusalem Development (Mamilla) Co. Limited	100.0	100.0
Jerusalem Development Corporation (Holdings) Limited	100.0	100.0
Joe Jennings Limited	100.0	100.0
Krullind Limited	100.0	100.0
Ladbroke & Co., Limited	100.0	100.0
Ladbroke (Rentals) Limited	100.0	100.0
Ladbroke City & County Land Company Limited	100.0	100.0
Ladbroke Dormant Holding Company Limited	100.0	100.0
Ladbroke Entertainments Limited	100.0	100.0
Ladbroke Group	100.0	100.0
Ladbroke Group Homes Limited	100.0	100.0
Ladbroke Group Properties Limited	100.0	100.0
Ladbroke Land Limited	100.0	100.0
Ladbroke US Investments Limited	100.0	100.0
Ladbrokes Betting & Gaming Limited	100.0	100.0
Ladbrokes Contact Centre Limited	100.0	100.0
Ladbrokes Coral Corporate Director Limited	100.0	100.0
Ladbrokes Coral Corporate Secretaries Limited	100.0	100.0
Ladbrokes Coral

Subsidiaries based overseas

Company	% equity interest 2023	% equity interest 2022	Registered address
Group Life Beneﬁts Trustee Limited	100.0	100.0
Ladbrokes Coral Group Limited	100.0	100.0
Ladbrokes Coral Group Pension Trustee Limited	100.0	100.0
Ladbrokes E-Gaming Limited	100.0	100.0
Ladbrokes Group Finance plc	100.0	100.0
Ladbrokes Investments Holdings Limited	100.0	100.0
Ladbrokes IT & Shared Services Limited	100.0	100.0
Ladbrokes Trustee Company Limited	100.0	100.0
Lightworld Limited	100.0	100.0
London & Leeds Estates Limited	100.0	93.5
Margolis and Ridley Limited	100.0	100.0
New Angel Court Limited	100.0	100.0
Paddington Casino Limited	100.0	100.0
Reg. Boyle Limited	100.0	100.0
Reuben Page Limited	100.0	100.0
Romford Stadium Limited	100.0	100.0
Rousset Capital Limited	100.0	100.0
Sponsio Limited	100.0	100.0
Sporting Odds Limited	100.0	100.0
Sportingbet (IT Services) Limited	100.0	100.0
Sportingbet (Management Services) Limited	100.0	100.0
Sportingbet Holdings Limited	100.0	100.0
Sportingbet Limited	100.0	100.0
Sports (Bookmakers) Limited	100.0	100.0
Techno Land Improvements Limited	100.0	100.0
Town and County Factors Limited	100.0	100.0
Vegas Betting Limited	100.0	100.0
Ventmear Limited	100.0	100.0
Techno Limited	84.0	84.0	1 Bartholomew Lane, London, United Kingdom EC2N 2AX
Ladbrokes (Northern Ireland) (Holdings) Limited	100.0	100.0	77A Andersonstown Road, Belfast, United Kingdom 5 BT11 9AH
Ladbrokes (Northern Ireland) Limited	100.0	100.0
North West Bookmakers Limited	100.0	100.0
Green Sand Limited	100.0	100.0	c/o Corporate & Trust Services (Caribbean) Limited, Thomas, John & Co, PO Box 990, FD, ICIC Bldg, Lower Factory Road, St John’s, Antigua and Barbuda
Ennovate Investments Pty Limited	100.0	100.0	East Tower, Level 2, 25 Montpelier Road, Bowen Hills, QLD 4006, Australia
Ennovate Labs Pty Limited	100.0	100.0	East Tower, Level 2, 25 Montpelier Road, Bowen Hills, QLD 4006, Australia
Entain Group Pty Limited	100.0	100.0	East Tower, Level 2, 25 Montpelier Road, Bowen Hills, QLD 4006, Australia
Esports Australia Pty Limited	100.0	100.0	East Tower, Level 2, 25 Montpelier Road, Bowen Hills, QLD 4006, Australia
Gaming Investments Pty Limited	100.0	100.0	East Tower, Level 2, 25 Montpelier Road, Bowen Hills, QLD 4006, Australia
Ladbrokes Racing Club Pty Limited	100.0	100.0	East Tower, Level 2, 25 Montpelier Road, Bowen Hills, QLD 4006, Australia
LB Australia Holdings Pty Limited	100.0	100.0	East Tower, Level 2, 25 Montpelier Road, Bowen Hills, QLD 4006, Australia
Neds International Pty Limited	100.0	100.0	East Tower, Level 2, 25 Montpelier Road, Bowen Hills, QLD 4006, Australia
Neds.com.au Pty Limited	100.0	100.0	East Tower, Level 2, 25 Montpelier Road, Bowen Hills, QLD 4006, Australia
Full House Group Pty Limited	33.0	33.3	17 Atlantic Dr, Keysborough, VIC 3173 Australia
Innquizitive Pty Limited	100.0	100.0	2 Kosmala Close, Newington, NSW 2127, Australia
Angstrom Sports Australia Pty Ltd	100.0	–	Suite 902, Level 9, 146 Arthur Street, North Sydney, NSW 2060, Australia
Entain Services Australia GmbH	100.0	100.0	Marxergasse 1b, 1030 Vienna, Austria
Ladbroke Belgium SA	100.0	100.0	Chaussée de Wavre 1100 Box 3, 1160 Auderghem, Belgium
Pari Mutuel Management Services S.A.	100.0	100.0	Chaussée de Wavre 1100 Box 3, 1160 Auderghem, Belgium
Derby S.A.	100.0	100.0	Chaussée de Wavre 1100 Box 3, 1160 Auderghem, Belgium
Redsports.be SRL/BV	100.0	100.0	Chaussée de Wavre 1100 Box 3, 1160 Auderghem, Belgium
Tiercé Ladbroke S.A.	100.0	100.0	Chaussée de Wavre 1100 Box 3, 1160 Auderghem, Belgium
Tilt SRL/BV	100.0	100.0	Chaussée de Wavre 1100 Box 3, 1160 Auderghem, Belgium
365 Scores Midia Ltda	100.0	–	Alameda Rio Negro 111 1030, Andar 2 Conj 206 Torre Stadium Corpor, Alphaville 365, Barueri; Sao Paulo, 06454911, Brazil
Creative Trend Limited	100.0	100.0	Belmont Chambers, Road Town, Tortola, British Virgin Islands
CTL Holdings International Limited	100.0	100.0	Belmont Chambers, Road Town, Tortola, British Virgin Islands
SRL Holdings International Limited	100.0	100.0	Belmont Chambers, Road Town, Tortola, British Virgin Islands
Sunrise Resources Limited	100.0	100.0	Belmont Chambers, Road Town, Tortola, British Virgin Islands
Westman Holdings Limited	100.0	100.0	Jayla Place, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands
Wavecrest Providers Limited	100.0	100.0	Sea Meadow House, Blackbourne Highway, PO Box 116, Road Town, Tortola, British Virgin Islands
Entain Services (Bulgaria) EOOD	100.0	100.0	55 Nikola Vaptsarov Blvd, Ofﬁce Park Expo 2000, Building Phase 4, Floor 3, Lozenets Area, Soﬁa 1407, Bulgaria
Entain Operations Canada Limited	100.0	100.0	1565 Carling Avenue, Suite 400, Ottawa, Ontario K1Z 8R1, Canada
Kahnawake Management Services Inc	100.0	100.0	100-2006 Old Malone Road, Kahnawake, Quebec J0L 1B0, Canada
Angstrom Sports Canada Inc.	100.0	–	1500 Royal Centre, 1055 West Georgia Street, Vancouver BC V6E 4N7, Canada
Interactive Sports (C.I.) Limited	100.0	100.0	5B, First Floor, St Anne’s House, Victoria Street, Alderney, GY9 3UF, Channel Islands
Longfrie Limited	100.0	100.0	Quay House, South Esplanade St, Peter Port, Guernsey, GY1 4EJ, Channel Islands
Ladbroke (Channel Islands) Limited	100.0	100.0	1st Floor, Liberation House, Castle Street, St. Helier, JE1 1GL, Jersey, Channel Islands
Maple Court Investments (Jersey) Limited	100.0	100.0	PO Box 132, Channel Islands
Avid International Limited	100.0	100.0	Block 3, The Forum, Grenville Street, St. Helier JE2 4UF, Jersey
GVC Technology Consulting (Asia) Co Limited	100.0	100.0	13/F, Gloucester Tower, The Landmark, 15 Queen’s Road, Central Hong Kong, China
Bwin Latam S.A.S.	100.0	100.0	CR 15 # 106 32 Of P H 3, BOGOTA D.C., Colombia
Emma Gamma Adriatic d.o.o.	67.5	75.0	Krcka Ulica 18d 10000 Zagreb, Croatia
Puni Broj d.o.o.	67.5	75.0	Krcka Ulica 18d 10000 Zagreb, Croatia
SuperSport d.o.o.	67.5	75.0	Krcka Ulica 18d 10000 Zagreb, Croatia
SuperSport marketing d.o.o.	67.5	75.0	Krcka Ulica 18d 10000 Zagreb, Croatia
minus5 d.o.o	75.0	75.0	Ulica Josipa Marohnića 1/1, Zagreb, Croatia
GVC Services BV	100.0	100.0	Emancipatie Boulevard Dominico F. “Don” Martina 29, Curaçao
Best Global N.V.	100.0	100.0	Heelsumstraat 51 E-Commerce Park, Willemstad, Curaçao
Elec Games N.V.	100.0	100.0	PO Box 422 Kaya Richard J. Beajon Z/N Landhuls Joonchi II, Curaçao
Bellingrath Enterprises Limited	100.0	100.0	P.O Box 6248 15 Agion Omologiton, Nicosia, 1080 Cyprus
Sporticon Development s.r.o.	67.5	–	Na Zatorka, 672/24, Bubeneÿ 18600, Prague, Czech Republic
Betsys, s.r.o.	50.0	–	Karolinská 650/1, Kralín, 18600, Prague, Czech Republic
Interactive Sports (Denmark) ApS	100.0	100.0	Fruebjergvej 3, Copenhagen, 2100, Denmark
Ninja Global OU	100.0	100.0	Lootsa tn 1a, Lasnamae Linnaosa, 11415 Estonia
Optiwin OU	100.0	100.0
Finnplay Technologies Oy	100.0	100.0	Unioninkatu 24, Helsinki, 00130 Finland
B.E.S. S.A.S.	100.0	100.0	19 Boulevard Malesherbes, 75008, Paris, France
Entain (Germany) GmbH	100.0	100.0	Linden Palais, Unter den Linden 40, 10117 Berlin, Germany
Entain Georgia LLC	100.0	100.0	Apt. 48, N19, Vake District, Kavtaradze Str., Tbilisi, Georgia
MARS LLC	100.0	100.0	Vake District, Kavtaradze Str., No 5, Entrance 2, Floor 2, Ofﬁce Space No 2, Tbilisi, Georgia
Balltree (International) Limited	100.0	100.0	Suite 6 Atlantic Suites, Europort Avenue, 5 Gibraltar
Bingo Marketing Limited	100.0	100.0	Suite 6 Atlantic Suites, Europort Avenue, 5 Gibraltar
bwin.party holdings Limited	100.0	100.0	Suite 6 Atlantic Suites, Europort Avenue, 5 Gibraltar
bwin.party services (Gibraltar) Limited	100.0	100.0	Suite 6 Atlantic Suites, Europort Avenue, 5 Gibraltar
Coral Interactive (Gibraltar) Limited	100.0	100.0	Suite 6 Atlantic Suites, Europort Avenue, 5 Gibraltar
ElectraGames Limited	100.0	100.0	Suite 6 Atlantic Suites, Europort Avenue, 5 Gibraltar
ElectraWorks Limited	100.0	100.0	Suite 6 Atlantic Suites, Europort Avenue, 5 Gibraltar
Gala Coral Interactive (Gibraltar) Limited	100.0	100.0	Suite 6 Atlantic Suites, Europort Avenue, 5 Gibraltar
Gala Interactive (Gibraltar) Limited	100.0	100.0	Suite 6 Atlantic Suites, Europort Avenue, 5 Gibraltar
Greyjoy Limited	100.0	100.0	Suite 6 Atlantic Suites, Europort Avenue, 5 Gibraltar
Entain Corporate Services Limited	100.0	100.0	Suite 6 Atlantic Suites, Europort Avenue, 5 Gibraltar
Entain Holdings (Gibraltar) Limited	100.0	100.0	Suite 6 Atlantic Suites, Europort Avenue, 5 Gibraltar
Entain Operations Limited	100.0	100.0	Suite 6 Atlantic Suites, Europort Avenue, 5 Gibraltar
Entain Trustees Limited	100.0	100.0	Suite 6 Atlantic Suites, Europort Avenue, 5 Gibraltar
Fusionex Limited	100.0	100.0	Suite 6 Atlantic Suites, Europort Avenue, 5 Gibraltar
IGM Domain Name Services Limited	100.0	100.0	Suite 6 Atlantic Suites, Europort Avenue, 5 Gibraltar
ISG (Gibraltar) Limited	100.0	100.0	Suite 6 Atlantic Suites, Europort Avenue, 5 Gibraltar
LC International Limited	100.0	100.0	Suite 6 Atlantic Suites, Europort Avenue, 5 Gibraltar
PartyGaming IA Limited	100.0	100.0	7th Floor, Madison building, Midtown, Queensway, GX11 1AA, Gibraltar
The Entain Foundation	100.0	100.0	7th Floor, Madison building, Midtown, Queensway, GX11 1AA, Gibraltar
Avid Ecom Solutions Limited	100.0	100.0	1st Floor Otter House, Naas Road, Dublin 22 Ireland
Avid Studios Limited	100.0	100.0	1st Floor Otter House, Naas Road, Dublin 22 Ireland
Ladbroke (Ireland) Limited	100.0	100.0	1st Floor Otter House, Naas Road, Dublin 22 Ireland
Fort Anne Limited	100.0	100.0	3 Dublin Landings, North Wall Quay, D01 C4EO Ireland
M.L.B. Limited	100.0	100.0	3 Dublin Landings, North Wall Quay, D01 C4EO Ireland
IVY Comptech Private Limited	100.0	100.0	5th Floor, Divyasree Omega Block – B, Hitec City Road, Kondapur, Hyderabad Andhra Pradesh, 500081 India
IVY Software Development Services Private Limited	100.0	100.0	5th Floor, Divyasree Omega Block – B, Hitec City Road, Kondapur, Hyderabad Andhra Pradesh, 500081 India
IVY Foundation Limited	100.0	100.0	5th Floor, Divyasree Omega Block – B, Hitec City Road, Kondapur, Hyderabad Andhra Pradesh, 500081 India
Ivy Mobitech Services Private Limited	100.0	100.0	5th Floor, Divyasree Omega Block – B, Hitec City Road, Kondapur, Hyderabad Andhra Pradesh, 500081 India
IVY Global Shared Services Private Limited	100.0	100.0	5th Floor, Divyasree Omega Block – B, Hitec City Road, Kondapur, Hyderabad Andhra Pradesh, 500081 India
Entain (IOM) Limited	100.0	100.0	32 Athol Street, Douglas, IM1 1JB Isle of Man
Gala Interactive (Services) Limited	100.0	100.0	Menahem Begin Road 121 & 125, Tel Aviv, Jaffa, Israel
GVC Impala R&D Limited	100.0	100.0	Menahem Begin Road 121 & 125, Tel Aviv, Jaffa, Israel
Ladbrokes Israel Limited	100.0	100.0	Menahem Begin Road 121 & 125, Tel Aviv, Jaffa, Israel
365 Scores Limited	100.0	–	2 Nahalat Yitchak, Tel-Aviv Yaffo, 674 48 01, Israel
Agenzia M3 S.R.L.	100.0	100.0	Via Lungotevere Arnaldo da Brescia 12, 00196 Rome, Italy
Eurobet Holding S.R.L.	100.0	100.0	Via Lungotevere Arnaldo da Brescia 12, 00196 Rome, Italy
Eurobet Italia S.R.L.	100.0	100.0	Via Gaetano Previati 9, 20149 Milan, Italy
bwin European Markets Holding SpA	100.0	100.0	Via Gaetano Previati 9, 20149 Milan, Italy
bwin Italia S.R.L.	100.0	100.0	Via Gaetano Previati 9, 20149 Milan, Italy
Wave Operations (Kenya) Limited	100.0	100.0	ALN House Eldama Ravine Close, Off Eldama Ravine Road, Westlands, Nairobi, PO Box 200, Kenya
Wave Online (Kenya) Limited	100.0	100.0	ALN House Eldama Ravine Close, Off Eldama Ravine Road, Westlands, Nairobi, PO Box 200, Kenya
SIA Klondaika	100.0	100.0	Setekles iela, Riga LV-1050 Latvia
SIA Klondaika Café	100.0	100.0	Setekles iela, Riga LV-1050 Latvia
SIA Laimz	100.0	100.0	Setekles iela, Riga LV-1050 Latvia
SIA Optibet	100.0	100.0	Setekles iela, Riga LV-1050 Latvia

1 Overview
8 Strategic report
88 Governance
140 Financial statements

Entain plc Annual Report 2023 208

Notes to the consolidated ﬁnancial statements for the year ended 31 December 2023

34 Related party disclosures (continued)

Company	% equity interest 2023	% equity interest 2022	Registered address
Orsos g.
Entain Services (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Entain Holdings (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Gaming Ventures (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Gamebookers (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Gamebookers.com (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
M5 Holdings (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
VLM Trading (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Betboo Holdings (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Betboo (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Expekt Services (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Expekt.com (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Sportsbook (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Sportsbook.com (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Sportingbet (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Sportingbet.com (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
William Hill (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
WilliamHill.com (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Eurobet (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Eurobet.com (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
bwin European Holdings (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
bwin Italia (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
bwin.com (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Ladbrokes (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Ladbrokes.com (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Coral (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Coral.com (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Gala (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Gala.com (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Entain Group (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Entain Operations (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Gala Coral Group (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Gala Coral Group Holdings (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
The Entain Foundation (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Lottoland Holdings Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Lottoland Partners Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Lottoland Europe Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Lottoland (Asia) Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Lottoland (North America) Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Lottoland (UK) Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Lottoland Investments Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Lottoland Services Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Global Lottery Solutions Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Global Lottery Solutions (Canada) Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Global Lottery Solutions (Asia) Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Global Lottery Solutions (USA) Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Global Lottery Solutions (UK) Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Lottoland Holdings Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Lottoland Partners Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Lottoland Europe Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Lottoland (Asia) Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Lottoland (North America) Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Lottoland (UK) Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Lottoland Investments Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Lottoland Services Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Global Lottery Solutions Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Global Lottery Solutions (Canada) Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Global Lottery Solutions (Asia) Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Global Lottery Solutions (USA) Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Global Lottery Solutions (UK) Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Balthazar Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Bod Australia Holdings Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Bod Australia Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Bod Investments Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Bod Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Bod Services Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Bod Trading Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Ladbrokes Australia Holdings Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Ladbrokes Australia Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Ladbrokes Investments Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Ladbrokes Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Ladbrokes Services Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Ladbrokes Trading Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Neds Australia Holdings Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Neds Australia Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Neds Investments Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Neds Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Neds Services Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Neds Trading Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Playup Holdings Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Playup Australia Holdings Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Playup Australia Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Playup Investments Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Playup Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Playup Services Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Playup Trading Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Sponsio Australia Holdings Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Sponsio Australia Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Sponsio Investments Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Sponsio Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Sponsio Services Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Sponsio Trading Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Sportingbet Australia Holdings Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Sportingbet Australia Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Sportingbet Investments Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Sportingbet Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Sportingbet Services Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Sportingbet Trading Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Sportsbet Australia Holdings Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Sportsbet Australia Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Sportsbet Investments Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Sportsbet Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Sportsbet Services Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Sportsbet Trading Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Techno Land Improvements Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Techno Australia Holdings Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Techno Australia Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Techno Investments Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Techno Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Techno Services Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Techno Trading Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Town and County Factors Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Town and County Australia Holdings Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Town and County Australia Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Town and County Investments Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Town and County Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Town and County Services Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Town and County Trading Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Vegas Betting Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Vegas Australia Holdings Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Vegas Australia Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Vegas Investments Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Vegas Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Vegas Services Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Vegas Trading Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Ventmear Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Ventmear Australia Holdings Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Ventmear Australia Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Ventmear Investments Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Ventmear Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Ventmear Services Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Ventmear Trading Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Entain E-Commerce Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Entain E-Commerce Services Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Entain E-Commerce Holdings Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Entain E-Commerce Trading Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Entain E-Commerce Investments Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Entain E-Commerce Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Entain E-Commerce Pty Holdings Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Entain E-Commerce Pty Services Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Entain E-Commerce Pty Trading Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Entain E-Commerce Pty Investments Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Entain Holdings (South Africa) Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Entain Operations (South Africa) Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Entain Services (South Africa) Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Entain Trading (South Africa) Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Entain Investments (South Africa) Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Entain Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Entain Pty Holdings Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Entain Pty Services Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Entain Pty Trading Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Entain Pty Investments Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Entain (Sweden) AB	100.0	100.0
Nordic Leisure AB	100.0	100.0
Nordic Leisure Services AB	100.0	100.0
Nordic Leisure Holdings AB	100.0	100.0
Nordic Leisure Trading AB	100.0	100.0
Nordic Leisure Investments AB	100.0	100.0
Entain (Switzerland) AG	100.0	100.0
Swiss Leisure AG	100.0	100.0
Swiss Leisure Services AG	100.0	100.0
Swiss Leisure Holdings AG	100.0	100.0
Swiss Leisure Trading AG	100.0	100.0
Swiss Leisure Investments AG	100.0	100.0
Entain (UK) Limited	100.0	100.0
Entain Holdings (UK) Limited	100.0	100.0
Entain Operations (UK) Limited	100.0	100.0
Entain Services (UK) Limited	100.0	100.0
Entain Trading (UK) Limited	100.0	100.0
Entain Investments (UK) Limited	100.0	100.0
Entain Limited	100.0	100.0
Entain Limited Holdings	100.0	100.0
Entain Limited Services	100.0	100.0
Entain Limited Trading	100.0	100.0
Entain Limited Investments	100.0	100.0
Entain Group Limited	100.0	100.0
Entain Group Holdings Limited	100.0	100.0
Entain Group Services Limited	100.0	100.0
Entain Group Trading Limited	100.0	100.0
Entain Group Investments Limited	100.0	100.0
Entain Corporate Services Limited	100.0	100.0
Entain Corporate Holdings Limited	100.0	100.0
Entain Corporate Services Limited	100.0	100.0
Entain Corporate Trading Limited	100.0	100.0
Entain Corporate Investments Limited	100.0	100.0
Entain Trustees Limited	100.0	100.0
Entain Trustees Holdings Limited	100.0	100.0
Entain Trustees Services Limited	100.0	100.0
Entain Trustees Trading Limited	100.0	100.0
Entain Trustees Investments Limited	100.0	100.0
Entain Foundation Limited	100.0	100.0
Entain Foundation Holdings Limited	100.0	100.0
Entain Foundation Services Limited	100.0	100.0
Entain Foundation Trading Limited	100.0	100.0
Entain Foundation Investments Limited	100.0	100.0
Coral Interactive (Gibraltar) Limited	100.0	100.0
Coral Interactive Holdings Limited	100.0	100.0
Coral Interactive Services Limited	100.0	100.0
Coral Interactive Trading Limited	100.0	100.0
Coral Interactive Investments Limited	100.0	100.0
Gala Interactive (Gibraltar) Limited	100.0	100.0
Gala Interactive Holdings Limited	100.0	100.0
Gala Interactive Services Limited	100.0	100.0
Gala Interactive Trading Limited	100.0	100.0
Gala Interactive Investments Limited	100.0	100.0
Ladbroke (Channel Islands) Limited	100.0	100.0
Ladbroke Holdings Limited	100.0	100.0
Ladbroke Services Limited	100.0	100.0
Ladbroke Trading Limited	100.0	100.0
Ladbroke Investments Limited	100.0	100.0
Sportingbet (Management Services) Limited	100.0	100.0
Sportingbet Holdings Limited	100.0	100.0
Sportingbet Services Limited	100.0	100.0
Sportingbet Trading Limited	100.0	100.0
Sportingbet Investments Limited	100.0	100.0
Eurobet Holding S.R.L.	100.0	100.0
Eurobet Italia S.R.L.	100.0	100.0
Eurobet Holding Limited	100.0	100.0
Eurobet Holding Services Limited	100.0	100.0
Eurobet Holding Trading Limited	100.0	100.0
Eurobet Holding Investments Limited	100.0	100.0
bwin European Markets Holding SpA	100.0	100.0
bwin Italia S.R.L.	100.0	100.0
bwin European Markets Holdings Limited	100.0	100.0
bwin European Markets Services Limited	100.0	100.0
bwin European Markets Trading Limited	100.0	100.0
bwin European Markets Investments Limited	100.0	100.0
bwin Italia Holdings Limited	100.0	100.0
bwin Italia Services Limited	100.0	100.0
bwin Italia Trading Limited	100.0	100.0
bwin Italia Investments Limited	100.0	100.0
Ladbroke (Ireland) Limited	100.0	100.0
Ladbroke Holdings Limited	100.0	100.0
Ladbroke Services Limited	100.0	100.0
Ladbroke Trading Limited	100.0	100.0
Ladbroke Investments Limited	100.0	100.0
Lottoland Holdings Limited	100.0	100.0
Lottoland Partners Limited	100.0	100.0
Lottoland Europe Limited	100.0	100.0
Lottoland (Asia) Limited	100.0	100.0
Lottoland (North America) Limited	100.0	100.0
Lottoland (UK) Limited	100.0	100.0
Lottoland Investments Limited	100.0	100.0
Lottoland Services Limited	100.0	100.0
Global Lottery Solutions Limited	100.0	100.0
Global Lottery Solutions (Canada) Limited	100.0	100.0
Global Lottery Solutions (Asia) Limited	100.0	100.0
Global Lottery Solutions (USA) Limited	100.0	100.0
Global Lottery Solutions (UK) Limited	100.0	100.0
Entain Services (Bulgaria) EOOD	100.0	100.0
Entain Services (Bulgaria) Holdings EOOD	100.0	100.0
Entain Services (Bulgaria) Trading EOOD	100.0	100.0
Entain Services (Bulgaria) Investments EOOD	100.0	100.0
Entain Services (Bulgaria) Services EOOD	100.0	100.0
Ladbrokes (Northern Ireland) Limited	100.0	100.0
Ladbrokes (Northern Ireland) Holdings Limited	100.0	100.0
Ladbrokes (Northern Ireland) Services Limited	100.0	100.0
Ladbrokes (Northern Ireland) Trading Limited	100.0	100.0
Ladbrokes (Northern Ireland) Investments Limited	100.0	100.0
North West Bookmakers Limited	100.0	100.0
North West Bookmakers Holdings Limited	100.0	100.0
North West Bookmakers Services Limited	100.0	100.0
North West Bookmakers Trading Limited	100.0	100.0
North West Bookmakers Investments Limited	100.0	100.0
Techno Limited	84.0	84.0
Techno Holdings Limited	84.0	84.0
Techno Services Limited	84.0	84.0
Techno Trading Limited	84.0	84.0
Techno Investments Limited	84.0	84.0
Ladbroke Belgium SA	100.0	100.0
Ladbroke Holdings Belgium SA	100.0	100.0
Ladbroke Services Belgium SA	100.0	100.0
Ladbroke Trading Belgium SA	100.0	100.0
Ladbroke Investments Belgium SA	100.0	100.0
Pari Mutuel Management Services S.A.	100.0	100.0
Pari Mutuel Management Holdings S.A.	100.0	100.0
Pari Mutuel Management Services Limited S.A.	100.0	100.0
Pari Mutuel Management Trading S.A.	100.0	100.0
Pari Mutuel Management Investments S.A.	100.0	100.0
Derby S.A.	100.0	100.0
Derby Holdings S.A.	100.0	100.0
Derby Services S.A.	100.0	100.0
Derby Trading S.A.	100.0	100.0
Derby Investments S.A.	100.0	100.0
Redsports.be SRL/BV	100.0	100.0
Redsports.be Holdings SRL/BV	100.0	100.0
Redsports.be Services SRL/BV	100.0	100.0
Redsports.be Trading SRL/BV	100.0	100.0
Redsports.be Investments SRL/BV	100.0	100.0
Tiercé Ladbroke S.A.	100.0	100.0
Tiercé Ladbroke Holdings S.A.	100.0	100.0
Tiercé Ladbroke Services S.A.	100.0	100.0
Tiercé Ladbroke Trading S.A.	100.0	100.0
Tiercé Ladbroke Investments S.A.	100.0	100.0
Tilt SRL/BV	100.0	100.0
Tilt Holdings SRL/BV	100.0	100.0
Tilt Services SRL/BV	100.0	100.0
Tilt Trading SRL/BV	100.0	100.0
Tilt Investments SRL/BV	100.0	100.0
365 Scores Midia Ltda	100.0	–
365 Scores Midia Holdings Ltda	100.0	–
365 Scores Midia Services Ltda	100.0	–
365 Scores Midia Trading Ltda	100.0	–
365 Scores Midia Investments Ltda	100.0	–
Creative Trend Limited	100.0	100.0
Creative Trend Holdings Limited	100.0	100.0
Creative Trend Services Limited	100.0	100.0
Creative Trend Trading Limited	100.0	100.0
Creative Trend Investments Limited	100.0	100.0
CTL Holdings International Limited	100.0	100.0
CTL Holdings International Holdings Limited	100.0	100.0
CTL Holdings International Services Limited	100.0	100.0
CTL Holdings International Trading Limited	100.0	100.0
CTL Holdings International Investments Limited	100.0	100.0
SRL Holdings International Limited	100.0	100.0
SRL Holdings International Holdings Limited	100.0	100.0
SRL Holdings International Services Limited	100.0	100.0
SRL Holdings International Trading Limited	100.0	100.0
SRL Holdings International Investments Limited	100.0	100.0
Sunrise Resources Limited	100.0	100.0
Sunrise Resources Holdings Limited	100.0	100.0
Sunrise Resources Services Limited	100.0	100.0
Sunrise Resources Trading Limited	100.0	100.0
Sunrise Resources Investments Limited	100.0	100.0
Westman Holdings Limited	100.0	100.0
Westman Holdings Holdings Limited	100.0	100.0
Westman Holdings Services Limited	100.0	100.0
Westman Holdings Trading Limited	100.0	100.0
Westman Holdings Investments Limited	100.0	100.0
Wavecrest Providers Limited	100.0	100.0
Wavecrest Providers Holdings Limited	100.0	100.0
Wavecrest Providers Services Limited	100.0	100.0
Wavecrest Providers Trading Limited	100.0	100.0
Wavecrest Providers Investments Limited	100.0	100.0
Entain Services (Bulgaria) EOOD	100.0	100.0
Entain Services (Bulgaria) Holdings EOOD	100.0	100.0
Entain Services (Bulgaria) Services EOOD	100.0	100.0
Entain Services (Bulgaria) Trading EOOD	100.0	100.0
Entain Services (Bulgaria) Investments EOOD	100.0	100.0
Entain Operations Canada Limited	100.0	100.0
Entain Operations Canada Holdings Limited	100.0	100.0
Entain Operations Canada Services Limited	100.0	100.0
Entain Operations Canada Trading Limited	100.0	100.0
Entain Operations Canada Investments Limited	100.0	100.0
Kahnawake Management Services Inc	100.0	100.0
Kahnawake Management Holdings Inc	100.0	100.0
Kahnawake Management Services Limited Inc	100.0	100.0
Kahnawake Management Trading Inc	100.0	100.0
Kahnawake Management Investments Inc	100.0	100.0
Angstrom Sports Canada Inc.	100.0	–
Angstrom Sports Canada Holdings Inc.	100.0	–
Angstrom Sports Canada Services Inc.	100.0	–
Angstrom Sports Canada Trading Inc.	100.0	–
Angstrom Sports Canada Investments Inc.	100.0	–
Interactive Sports (C.I.) Limited	100.0	100.0
Interactive Sports Holdings (C.I.) Limited	100.0	100.0
Interactive Sports Services (C.I.) Limited	100.0	100.0
Interactive Sports Trading (C.I.) Limited	100.0	100.0
Interactive Sports Investments (C.I.) Limited	100.0	100.0
Longfrie Limited	100.0	100.0
Longfrie Holdings Limited	100.0	100.0
Longfrie Services Limited	100.0	100.0
Longfrie Trading Limited	100.0	100.0
Longfrie Investments Limited	100.0	100.0
Ladbroke (Channel Islands) Limited	100.0	100.0
Ladbroke Holdings (C.I.) Limited	100.0	100.0
Ladbroke Services (C.I.) Limited	100.0	100.0
Ladbroke Trading (C.I.) Limited	100.0	100.0
Ladbroke Investments (C.I.) Limited	100.0	100.0
Maple Court Investments (Jersey) Limited	100.0	100.0
Maple Court Holdings (Jersey) Limited	100.0	100.0
Maple Court Services (Jersey) Limited	100.0	100.0
Maple Court Trading (Jersey) Limited	100.0	100.0
Maple Court Investments (Jersey) Limited	100.0	100.0
Avid International Limited	100.0	100.0
Avid International Holdings Limited	100.0	100.0
Avid International Services Limited	100.0	100.0
Avid International Trading Limited	100.0	100.0
Avid International Investments Limited	100.0	100.0
GVC Technology Consulting (Asia) Co Limited	100.0	100.0
GVC Technology Holdings (Asia) Co Limited	100.0	100.0
GVC Technology Services (Asia) Co Limited	100.0	100.0
GVC Technology Trading (Asia) Co Limited	100.0	100.0
GVC Technology Investments (Asia) Co Limited	100.0	100.0
Bwin Latam S.A.S.	100.0	100.0
Bwin Latam Holdings S.A.S.	100.0	100.0
Bwin Latam Services S.A.S.	100.0	100.0
Bwin Latam Trading S.A.S.	100.0	100.0
Bwin Latam Investments S.A.S.	100.0	100.0
Emma Gamma Adriatic d.o.o.	67.5	75.0
Emma Gamma Adriatic Holdings d.o.o.	67.5	75.0
Emma Gamma Adriatic Services d.o.o.	67.5	75.0
Emma Gamma Adriatic Trading d.o.o.	67.5	75.0
Emma Gamma Adriatic Investments d.o.o.	67.5	75.0
Puni Broj d.o.o.	67.5	75.0
Puni Broj Holdings d.o.o.	67.5	75.0
Puni Broj Services d.o.o.	67.5	75.0
Puni Broj Trading d.o.o.	67.5	75.0
Puni Broj Investments d.o.o.	67.5	75.0
SuperSport d.o.o.	67.5	75.0
SuperSport Holdings d.o.o.	67.5	75.0
SuperSport Services d.o.o.	67.5	75.0
SuperSport Trading d.o.o.	67.5	75.0
SuperSport Investments d.o.o.	67.5	75.0
SuperSport marketing d.o.o.	67.5	75.0
SuperSport marketing Holdings d.o.o.	67.5	75.0
SuperSport marketing Services d.o.o.	67.5	75.0
SuperSport marketing Trading d.o.o.	67.5	75.0
SuperSport marketing Investments d.o.o.	67.5	75.0
minus5 d.o.o	75.0	75.0
minus5 Holdings d.o.o.	75.0	75.0
minus5 Services d.o.o.	75.0	75.0
minus5 Trading d.o.o.	75.0	75.0
minus5 Investments d.o.o.	75.0	75.0
GVC Services BV	100.0	100.0
GVC Services Holdings BV	100.0	100.0
GVC Services Services BV	100.0	100.0
GVC Services Trading BV	100.0	100.0
GVC Services Investments BV	100.0	100.0
Best Global N.V.	100.0	100.0
Best Global Holdings N.V.	100.0	100.0
Best Global Services N.V.	100.0	100.0
Best Global Trading N.V.	100.0	100.0
Best Global Investments N.V.	100.0	100.0
Elec Games N.V.	100.0	100.0
Elec Games Holdings N.V.	100.0	100.0
Elec Games Services N.V.	100.0	100.0
Elec Games Trading N.V.	100.0	100.0
Elec Games Investments N.V.	100.0	100.0
Bellingrath Enterprises Limited	100.0	100.0
Bellingrath Holdings Limited	100.0	100.0
Bellingrath Services Limited	100.0	100.0
Bellingrath Trading Limited	100.0	100.0
Bellingrath Investments Limited	100.0	100.0
Sporticon Development s.r.o.	67.5	–
Sporticon Holdings s.r.o.	67.5	–
Sporticon Services s.r.o.	67.5	–
Sporticon Trading s.r.o.	67.5	–
Sporticon Investments s.r.o.	67.5	–
Betsys, s.r.o.	50.0	–
Betsys Holdings s.r.o.	50.0	–
Betsys Services s.r.o.	50.0	–
Betsys Trading s.r.o.	50.0	–
Betsys Investments s.r.o.	50.0	–
Interactive Sports (Denmark) ApS	100.0	100.0
Interactive Sports Holdings (Denmark) ApS	100.0	100.0
Interactive Sports Services (Denmark) ApS	100.0	100.0
Interactive Sports Trading (Denmark) ApS	100.0	100.0
Interactive Sports Investments (Denmark) ApS	100.0	100.0
Ninja Global OU	100.0	100.0
Ninja Global Holdings OU	100.0	100.0
Ninja Global Services OU	100.0	100.0
Ninja Global Trading OU	100.0	100.0
Ninja Global Investments OU	100.0	100.0
Optiwin OU	100.0	100.0
Optiwin Holdings OU	100.0	100.0
Optiwin Services OU	100.0	100.0
Optiwin Trading OU	100.0	100.0
Optiwin Investments OU	100.0	100.0
Finnplay Technologies Oy	100.0	100.0
Finnplay Holdings Oy	100.0	100.0
Finnplay Services Oy	100.0	100.0
Finnplay Trading Oy	100.0	100.0
Finnplay Investments Oy	100.0	100.0
B.E.S. S.A.S.	100.0	100.0
B.E.S. Holdings S.A.S.	100.0	100.0
B.E.S. Services S.A.S.	100.0	100.0
B.E.S. Trading S.A.S.	100.0	100.0
B.E.S. Investments S.A.S.	100.0	100.0
Entain (Germany) GmbH	100.0	100.0
Entain Holdings (Germany) GmbH	100.0	100.0
Entain Services (Germany) GmbH	100.0	100.0
Entain Trading (Germany) GmbH	100.0	100.0
Entain Investments (Germany) GmbH	100.0	100.0
Entain Georgia LLC	100.0	100.0
Entain Georgia Holdings LLC	100.0	100.0
Entain Georgia Services LLC	100.0	100.0
Entain Georgia Trading LLC	100.0	100.0
Entain Georgia Investments LLC	100.0	100.0
MARS LLC	100.0	100.0
MARS Holdings LLC	100.0	100.0
MARS Services LLC	100.0	100.0
MARS Trading LLC	100.0	100.0
MARS Investments LLC	100.0	100.0
Balltree (International) Limited	100.0	100.0
Balltree Holdings Limited	100.0	100.0
Balltree Services Limited	100.0	100.0
Balltree Trading Limited	100.0	100.0
Balltree Investments Limited	100.0	100.0
Bingo Marketing Limited	100.0	100.0
Bingo Marketing Holdings Limited	100.0	100.0
Bingo Marketing Services Limited	100.0	100.0
Bingo Marketing Trading Limited	100.0	100.0
Bingo Marketing Investments Limited	100.0	100.0
bwin.party holdings Limited	100.0	100.0
bwin.party Holdings Limited	100.0	100.0
bwin.party Services Limited	100.0	100.0
bwin.party Trading Limited	100.0	100.0
bwin.party Investments Limited	100.0	100.0
bwin.party services (Gibraltar) Limited	100.0	100.0
bwin.party services Holdings Limited	100.0	100.0
bwin.party services Services Limited	100.0	100.0
bwin.party services Trading Limited	100.0	100.0
bwin.party services Investments Limited	100.0	100.0
Coral Interactive (Gibraltar) Limited	100.0	100.0
Coral Interactive Holdings Limited	100.0	100.0
Coral Interactive Services Limited	100.0	100.0
Coral Interactive Trading Limited	100.0	100.0
Coral Interactive Investments Limited	100.0	100.0
ElectraGames Limited	100.0	100.0
ElectraGames Holdings Limited	100.0	100.0
ElectraGames Services Limited	100.0	100.0
ElectraGames Trading Limited	100.0	100.0
ElectraGames Investments Limited	100.0	100.0
ElectraWorks Limited	100.0	100.0
ElectraWorks Holdings Limited	100.0	100.0
ElectraWorks Services Limited	100.0	100.0
ElectraWorks Trading Limited	100.0	100.0
ElectraWorks Investments Limited	100.0	100.0
Gala Coral Interactive (Gibraltar) Limited	100.0	100.0
Gala Coral Interactive Holdings Limited	100.0	100.0
Gala Coral Interactive Services Limited	100.0	100.0
Gala Coral Interactive Trading Limited	100.0	100.0
Gala Coral Interactive Investments Limited	100.0	100.0
Gala Interactive (Gibraltar) Limited	100.0	100.0
Gala Interactive Holdings Limited	100.0	100.0
Gala Interactive Services Limited	100.0	100.0
Gala Interactive Trading Limited	100.0	100.0
Gala Interactive Investments Limited	100.0	100.0
Greyjoy Limited	100.0	100.0
Greyjoy Holdings Limited	100.0	100.0
Greyjoy Services Limited	100.0	100.0
Greyjoy Trading Limited	100.0	100.0
Greyjoy Investments Limited	100.0	100.0
Entain Corporate Services Limited	100.0	100.0
Entain Corporate Holdings Limited	100.0	100.0
Entain Corporate Services Limited	100.0	100.0
Entain Corporate Trading Limited	100.0	100.0
Entain Corporate Investments Limited	100.0	100.0
Entain Holdings (Gibraltar) Limited	100.0	100.0
Entain Holdings Holdings Limited	100.0	100.0
Entain Holdings Services Limited	100.0	100.0
Entain Holdings Trading Limited	100.0	100.0
Entain Holdings Investments Limited	100.0	100.0
Entain Operations Limited	100.0	100.0
Entain Operations Holdings Limited	100.0	100.0
Entain Operations Services Limited	100.0	100.0
Entain Operations Trading Limited	100.0	100.0
Entain Operations Investments Limited	100.0	100.0
Entain Trustees Limited	100.0	100.0
Entain Trustees Holdings Limited	100.0	100.0
Entain Trustees Services Limited	100.0	100.0
Entain Trustees Trading Limited	100.0	100.0
Entain Trustees Investments Limited	100.0	100.0
Fusionex Limited	100.0	100.0
Fusionex Holdings Limited	100.0	100.0
Fusionex Services Limited	100.0	100.0
Fusionex Trading Limited	100.0	100.0
Fusionex Investments Limited	100.0	100.0
IGM Domain Name Services Limited	100.0	100.0
IGM Domain Name Holdings Limited	100.0	100.0
IGM Domain Name Services Services Limited	100.0	100.0
IGM Domain Name Trading Limited	100.0	100.0
IGM Domain Name Investments Limited	100.0	100.0
ISG (Gibraltar) Limited	100.0	100.0
ISG Holdings (Gibraltar) Limited	100.0	100.0
ISG Services (Gibraltar) Limited	100.0	100.0
ISG Trading (Gibraltar) Limited	100.0	100.0
ISG Investments (Gibraltar) Limited	100.0	100.0
LC International Limited	100.0	100.0
LC International Holdings Limited	100.0	100.0
LC International Services Limited	100.0	100.0
LC International Trading Limited	100.0	100.0
LC International Investments Limited	100.0	100.0
PartyGaming IA Limited	100.0	100.0
PartyGaming IA Holdings Limited	100.0	100.0
PartyGaming IA Services Limited	100.0	100.0
PartyGaming IA Trading Limited	100.0	100.0
PartyGaming IA Investments Limited	100.0	100.0
The Entain Foundation	100.0	100.0
The Entain Foundation Holdings	100.0	100.0
The Entain Foundation Services	100.0	100.0
The Entain Foundation Trading	100.0	100.0
The Entain Foundation Investments	100.0	100.0
Avid Ecom Solutions Limited	100.0	100.0
Avid Ecom Holdings Limited	100.0	100.0
Avid Ecom Services Limited	100.0	100.0
Avid Ecom Trading Limited	100.0	100.0
Avid Ecom Investments Limited	100.0	100.0
Avid Studios Limited	100.0	100.0
Avid Studios Holdings Limited	100.0	100.0
Avid Studios Services Limited	100.0	100.0
Avid Studios Trading Limited	100.0	100.0
Avid Studios Investments Limited	100.0	100.0
Ladbroke (Ireland) Limited	100.0	100.0
Ladbroke Holdings (Ireland) Limited	100.0	100.0
Ladbroke Services (Ireland) Limited	100.0	100.0
Ladbroke Trading (Ireland) Limited	100.0	100.0
Ladbroke Investments (Ireland) Limited	100.0	100.0
Fort Anne Limited	100.0	100.0
Fort Anne Holdings Limited	100.0	100.0
Fort Anne Services Limited	100.0	100.0
Fort Anne Trading Limited	100.0	100.0
Fort Anne Investments Limited	100.0	100.0
M.L.B. Limited	100.0	100.0
M.L.B. Holdings Limited	100.0	100.0
M.L.B. Services Limited	100.0	100.0
M.L.B. Trading Limited	100.0	100.0
M.L.B. Investments Limited	100.0	100.0
IVY Comptech Private Limited	100.0	100.0
IVY Comptech Holdings Private Limited	100.0	100.0
IVY Comptech Services Private Limited	100.0	100.0
IVY Comptech Trading Private Limited	100.0	100.0
IVY Comptech Investments Private Limited	100.0	100.0
IVY Software Development Services Private Limited	100.0	100.0
IVY Software Holdings Private Limited	100.0	100.0
IVY Software Services Private Limited	100.0	100.0
IVY Software Trading Private Limited	100.0	100.0
IVY Software Investments Private Limited	100.0	100.0
IVY Foundation Limited	100.0	100.0
IVY Foundation Holdings Limited	100.0	100.0
IVY Foundation Services Limited	100.0	100.0
IVY Foundation Trading Limited	100.0	100.0
IVY Foundation Investments Limited	100.0	100.0
Ivy Mobitech Services Private Limited	100.0	100.0
Ivy Mobitech Holdings Private Limited	100.0	100.0
Ivy Mobitech Services Limited	100.0	100.0
Ivy Mobitech Trading Private Limited	100.0	100.0
Ivy Mobitech Investments Private Limited	100.0	100.0
IVY Global Shared Services Private Limited	100.0	100.0
IVY Global Shared Holdings Private Limited	100.0	100.0
IVY Global Shared Services Limited	100.0	100.0
IVY Global Shared Trading Private Limited	100.0	100.0
IVY Global Shared Investments Private Limited	100.0	100.0
Entain (IOM) Limited	100.0	100.0
Entain Holdings (IOM) Limited	100.0	100.0
Entain Services (IOM) Limited	100.0	100.0
Entain Trading (IOM) Limited	100.0	100.0
Entain Investments (IOM) Limited	100.0	100.0
Gala Interactive (Services) Limited	100.0	100.0
Gala Interactive Holdings Limited	100.0	100.0
Gala Interactive Services Limited	100.0	100.0
Gala Interactive Trading Limited	100.0	100.0
Gala Interactive Investments Limited	100.0	100.0
GVC Impala R&D Limited	100.0	100.0
GVC Impala Holdings Limited	100.0	100.0
GVC Impala Services Limited	100.0	100.0
GVC Impala Trading Limited	100.0	100.0
GVC Impala Investments Limited	100.0	100.0
Ladbrokes Israel Limited	100.0	100.0
Ladbrokes Israel Holdings Limited	100.0	100.0
Ladbrokes Israel Services Limited	100.0	100.0
Ladbrokes Israel Trading Limited	100.0	100.0
Ladbrokes Israel Investments Limited	100.0	100.0
365 Scores Limited	100.0	–
365 Scores Holdings Limited	100.0	–
365 Scores Services Limited	100.0	–
365 Scores Trading Limited	100.0	–
365 Scores Investments Limited	100.0	–
Agenzia M3 S.R.L.	100.0	100.0
Agenzia M3 Holdings S.R.L.	100.0	100.0
Agenzia M3 Services S.R.L.	100.0	100.0
Agenzia M3 Trading S.R.L.	100.0	100.0
Agenzia M3 Investments S.R.L.	100.0	100.0
Eurobet Holding S.R.L.	100.0	100.0
Eurobet Holding Holdings S.R.L.	100.0	100.0
Eurobet Holding Services S.R.L.	100.0	100.0
Eurobet Holding Trading S.R.L.	100.0	100.0
Eurobet Holding Investments S.R.L.	100.0	100.0
Eurobet Italia S.R.L.	100.0	100.0
Eurobet Italia Holdings S.R.L.	100.0	100.0
Eurobet Italia Services S.R.L.	100.0	100.0
Eurobet Italia Trading S.R.L.	100.0	100.0
Eurobet Italia Investments S.R.L.	100.0	100.0
bwin European Markets Holding SpA	100.0	100.0
bwin European Markets Holdings SpA	100.0	100.0
bwin European Markets Services SpA	100.0	100.0
bwin European Markets Trading SpA	100.0	100.0
bwin European Markets Investments SpA	100.0	100.0
bwin Italia S.R.L.	100.0	100.0
bwin Italia Holdings S.R.L.	100.0	100.0
bwin Italia Services S.R.L.	100.0	100.0
bwin Italia Trading S.R.L.	100.0	100.0
bwin Italia Investments S.R.L.	100.0	100.0
Wave Operations (Kenya) Limited	100.0	100.0
Wave Operations Holdings (Kenya) Limited	100.0	100.0
Wave Operations Services (Kenya) Limited	100.0	100.0
Wave Operations Trading (Kenya) Limited	100.0	100.0
Wave Operations Investments (Kenya) Limited	100.0	100.0
Wave Online (Kenya) Limited	100.0	100.0
Wave Online Holdings (Kenya) Limited	100.0	100.0
Wave Online Services (Kenya) Limited	100.0	100.0
Wave Online Trading (Kenya) Limited	100.0	100.0
Wave Online Investments (Kenya) Limited	100.0	100.0
SIA Klondaika	100.0	100.0
SIA Klondaika Holdings	100.0	100.0
SIA Klondaika Services	100.0	100.0
SIA Klondaika Trading	100.0	100.0
SIA Klondaika Investments	100.0	100.0
SIA Klondaika Café	100.0	100.0
SIA Klondaika Café Holdings	100.0	100.0
SIA Klondaika Café Services	100.0	100.0
SIA Klondaika Café Trading	100.0	100.0
SIA Klondaika Café Investments	100.0	100.0
SIA Laimz	100.0	100.0
SIA Laimz Holdings	100.0	100.0
SIA Laimz Services	100.0	100.0
SIA Laimz Trading	100.0	100.0
SIA Laimz Investments	100.0	100.0
SIA Optibet	100.0	100.0
SIA Optibet Holdings	100.0	100.0
SIA Optibet Services	100.0	100.0
SIA Optibet Trading	100.0	100.0
SIA Optibet Investments	100.0	100.0

1 Overview
8 Strategic report
88 Governance
140 Financial statements

Entain plc Annual Report 2023 209

Notes to the consolidated ﬁnancial statements for the year ended 31 December 2023

Company	% equity interest 2023	% equity interest 2022	Registered address
Entain Services (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Entain Holdings (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Gaming Ventures (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Gamebookers (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Gamebookers.com (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
M5 Holdings (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
VLM Trading (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Betboo Holdings (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Betboo (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Expekt Services (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Expekt.com (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Sportsbook (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Sportsbook.com (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Sportingbet (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Sportingbet.com (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
William Hill (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
WilliamHill.com (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Eurobet (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Eurobet.com (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
bwin European Holdings (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
bwin Italia (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
bwin.com (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Ladbrokes (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Ladbrokes.com (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Coral (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Coral.com (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Gala (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Gala.com (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Entain Group (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Entain Operations (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Gala Coral Group (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Gala Coral Group Holdings (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
The Entain Foundation (Luxembourg) S.à r.l.	100.0	100.0	44, Avenue John F. Kennedy, L-1855 Luxembourg
Lottoland Holdings Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Lottoland Partners Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Lottoland Europe Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Lottoland (Asia) Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Lottoland (North America) Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Lottoland (UK) Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Lottoland Investments Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Lottoland Services Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Global Lottery Solutions Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Global Lottery Solutions (Canada) Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Global Lottery Solutions (Asia) Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Global Lottery Solutions (USA) Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Global Lottery Solutions (UK) Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Lottoland Holdings Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Lottoland Partners Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Lottoland Europe Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Lottoland (Asia) Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Lottoland (North America) Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Lottoland (UK) Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Lottoland Investments Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Lottoland Services Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Global Lottery Solutions Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Global Lottery Solutions (Canada) Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Global Lottery Solutions (Asia) Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Global Lottery Solutions (USA) Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Global Lottery Solutions (UK) Limited	100.0	100.0	78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Balthazar Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Bod Australia Holdings Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Bod Australia Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Bod Investments Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Bod Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Bod Services Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Bod Trading Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Ladbrokes Australia Holdings Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Ladbrokes Australia Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Ladbrokes Investments Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Ladbrokes Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Ladbrokes Services Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Ladbrokes Trading Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Neds Australia Holdings Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Neds Australia Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Neds Investments Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Neds Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Neds Services Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Neds Trading Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Playup Holdings Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Playup Australia Holdings Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Playup Australia Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Playup Investments Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Playup Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Playup Services Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Playup Trading Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Sponsio Australia Holdings Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Sponsio Australia Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Sponsio Investments Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Sponsio Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Sponsio Services Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Sponsio Trading Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Sportingbet Australia Holdings Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Sportingbet Australia Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Sportingbet Investments Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Sportingbet Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Sportingbet Services Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Sportingbet Trading Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Sportsbet Australia Holdings Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Sportsbet Australia Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Sportsbet Investments Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Sportsbet Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Sportsbet Services Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Sportsbet Trading Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Techno Land Improvements Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Techno Australia Holdings Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Techno Australia Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Techno Investments Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Techno Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Techno Services Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Techno Trading Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Town and County Factors Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Town and County Australia Holdings Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Town and County Australia Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Town and County Investments Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Town and County Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Town and County Services Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Town and County Trading Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Vegas Betting Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Vegas Australia Holdings Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Vegas Australia Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Vegas Investments Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Vegas Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Vegas Services Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Vegas Trading Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Ventmear Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Ventmear Australia Holdings Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Ventmear Australia Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Ventmear Investments Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Ventmear Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Ventmear Services Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Ventmear Trading Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Entain E-Commerce Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Entain E-Commerce Services Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Entain E-Commerce Holdings Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Entain E-Commerce Trading Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Entain E-Commerce Investments Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Entain E-Commerce Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Entain E-Commerce Pty Holdings Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Entain E-Commerce Pty Services Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Entain E-Commerce Pty Trading Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Entain E-Commerce Pty Investments Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Entain Holdings (South Africa) Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Entain Operations (South Africa) Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Entain Services (South Africa) Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Entain Trading (South Africa) Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Entain Investments (South Africa) Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Entain Pty Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Entain Pty Holdings Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Entain Pty Services Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Entain Pty Trading Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Entain Pty Investments Limited	100.0	100.0	Level 3, 117 Adam Street, Randburg, 2194 South Africa
Entain (Sweden) AB	100.0	100.0
Nordic Leisure AB	100.0	100.0
Nordic Leisure Services AB	100.0	100.0
Nordic Leisure Holdings AB	100.0	100.0
Nordic Leisure Trading AB	100.0	100.0
Nordic Leisure Investments AB	100.0	100.0
Entain (Switzerland) AG	100.0	100.0
Swiss Leisure AG	100.0	100.0
Swiss Leisure Services AG	100.0	100.0
Swiss Leisure Holdings AG	100.0	100.0
Swiss Leisure Trading AG	100.0	100.0
Swiss Leisure Investments AG	100.0	100.0
Entain (UK) Limited	100.0	100.0
Entain Holdings (UK) Limited	100.0	100.0
Entain Operations (UK) Limited	100.0	100.0
Entain Services (UK) Limited	100.0	100.0
Entain Trading (UK) Limited	100.0	100.0
Entain Investments (UK) Limited	100.0	100.0
Entain Limited	100.0	100.0
Entain Limited Holdings	100.0	100.0
Entain Limited Services	100.0	100.0
Entain Limited Trading	100.0	100.0
Entain Limited Investments	100.0	100.0
Entain Group Limited	100.0	100.0
Entain Group Holdings Limited	100.0	100.0
Entain Group Services Limited	100.0	100.0
Entain Group Trading Limited	100.0	100.0
Entain Group Investments Limited	100.0	100.0
Entain Corporate Services Limited	100.0	100.0
Entain Corporate Holdings Limited	100.0	100.0
Entain Corporate Services Limited	100.0	100.0
Entain Corporate Trading Limited	100.0	100.0
Entain Corporate Investments Limited	100.0	100.0
Entain Trustees Limited	100.0	100.0
Entain Trustees Holdings Limited	100.0	100.0
Entain Trustees Services Limited	100.0	100.0
Entain Trustees Trading Limited	100.0	100.0
Entain Trustees Investments Limited	100.0	100.0
Entain Foundation Limited	100.0	100.0
Entain Foundation Holdings Limited	100.0	100.0
Entain Foundation Services Limited	100.0	100.0
Entain Foundation Trading Limited	100.0	100.0
Entain Foundation Investments Limited	100.0	100.0
Coral Interactive (Gibraltar) Limited	100.0	100.0
Coral Interactive Holdings Limited	100.0	100.0
Coral Interactive Services Limited	100.0	100.0
Coral Interactive Trading Limited	100.0	100.0
Coral Interactive Investments Limited	100.0	100.0
Gala Interactive (Gibraltar) Limited	100.0	100.0
Gala Interactive Holdings Limited	100.0	100.0
Gala Interactive Services Limited	100.0	100.0
Gala Interactive Trading Limited	100.0	100.0
Gala Interactive Investments Limited	100.0	100.0
Ladbroke (Channel Islands) Limited	100.0	100.0
Ladbroke Holdings Limited	100.0	100.0
Ladbroke Services Limited	100.0	100.0
Ladbroke Trading Limited	100.0	100.0
Ladbroke Investments Limited	100.0	100.0
Sportingbet (Management Services) Limited	100.0	100.0
Sportingbet Holdings Limited	100.0	100.0
Sportingbet Services Limited	100.0	100.0
Sportingbet Trading Limited	100.0	100.0
Sportingbet Investments Limited	100.0	100.0
Eurobet Holding S.R.L.	100.0	100.0
Eurobet Italia S.R.L.	100.0	100.0
Eurobet Holding Limited	100.0	100.0
Eurobet Holding Services Limited	100.0	100.0
Eurobet Holding Trading Limited	100.0	100.0
Eurobet Holding Investments Limited	100.0	100.0
bwin European Markets Holding SpA	100.0	100.0
bwin Italia S.R.L.	100.0	100.0
bwin European Markets Holdings Limited	100.0	100.0
bwin European Markets Services Limited	100.0	100.0
bwin European Markets Trading Limited	100.0	100.0
bwin European Markets Investments Limited	100.0	100.0
bwin Italia Holdings Limited	100.0	100.0
bwin Italia Services Limited	100.0	100.0
bwin Italia Trading Limited	100.0	100.0
bwin Italia Investments Limited	100.0	100.0
Ladbroke (Ireland) Limited	100.0	100.0
Ladbroke Holdings Limited	100.0	100.0
Ladbroke Services Limited	100.0	100.0
Ladbroke Trading Limited	100.0	100.0
Ladbroke Investments Limited	100.0	100.0

Notes to the consolidated ﬁnancial statements for the year ended 31 December 2023

Company	% equity interest	Registered address	2023	2022
UAB Baltic Bet	100.0	4-101, Vilnius, Lithuania	100.0	100.0
UAB Party Casino	100.0		100.0	100.0
bwin.party holding Malta Limited	100.0	Penthouse, Palazzo Spinola Business Centre, Number 46, St Christopher Street, Valletta, VLT 14 64, Malta	100.0	100.0
bwin.party International Malta Limited	100.0	Unit 6 ST Business Centre, 120 The Strand, 2 Gzira GZR 1027 Malta	100.0	100.0
bwin (Deutschland) Limited	100.0		100.0	100.0
bwin.gr Limited	100.0		100.0	100.0
bwin Holdings (Malta) Limited	100.0		100.0	100.0
bwin.party services (Malta) Limited	100.0		100.0	100.0
Online-Wetten (Austria) Limited	100.0		100.0	100.0
Deis Limited	100.0		100.0	100.0
ElectraWorks (France) Limited	100.0		100.0	100.0
ElectraWorks (Kiel) Limited	100.0		100.0	100.0
ElectraWorks (Svenska) Limited	100.0		100.0	100.0
ElectraWorks Europe Ltd	100.0		100.0	100.0
Entain Holdings (Malta) Limited	100.0		100.0	100.0
Entertainments Technologies Group Limited	100.0		100.0	100.0
Gaming VC Corporation Limited	100.0		100.0	100.0
Ladbrokes (Deutschland) Limited	100.0		100.0	100.0
Martingale Europe Limited	100.0		100.0	100.0
Martingale Malta 2 Limited	100.0		100.0	100.0
Sportingbet (Deutschland) Limited	100.0		100.0	100.0
Scandic Bookmakers Limited	100.0		100.0	100.0
Spread Your Wings Bravo Limited	100.0		100.0	100.0
STS Gaming Group Limited	67.5		–	67.5
STS.Bet Limited	67.5		–	67.5
Entain (Romania) Limited	100.0		100.0	100.0
VistaBet Limited	100.0		100.0	100.0
BestBet Limited	100.0	120 The Strand, Unit 6, Gzira GZR 1027 Malta	100.0	100.0
Elec Games C1 Limited	100.0		100.0	100.0
Elec Games Holdings Limited	100.0		100.0	100.0
Elec Games Limited	100.0		100.0	100.0
Evora International Limited	100.0		100.0	100.0
Future Domain Lead Generation Limited	100.0		100.0	100.0
Future Lead Generation Limited	100.0		100.0	100.0
Liﬂand Holdings Limited	100.0		100.0	100.0
Ninja Global Limited	100.0		100.0	100.0
Entain Holdings (CEE) Limited	67.5		100.0	67.5
West African Gaming Limited	100.0		100.0	100.0
Bwin Operations Mexico, S.A. de C.V.	100.0	San Francisco 1005, Dolonia Del Valle, Alcaldía Benito Juárez, Mexico City, C.P. 03100 Mexico	100.0	100.0
Entain Mexico, S.A. de C.V.	100.0		100.0	100.0
Entain Holdings (Netherlands) B.V.	100.0	Johan Cruijff Boulevard 61, Amsterdam 110 1Dl Netherlands	100.0	100.0
Betent B.V.	100.0	Keurenplein 4, Unit D1442, 1069CD, Amsterdam, Netherlands	–	100.0
Entain New Zealand Limited	100.0	106-110 Jackson Street, Petone, Lower Hutt, 5012, New Zealand	–	100.0
TIIDAL GAMING NZ LIMITED	100.0	Floor 6 Exchange Place, 5 Willeston Street, Wellington Central, Wellington, 6011, New Zealand	–	100.0
InteractiveSports Asia Limited Inc.	100.0	6F Tower 3 Double Dragon Plaza EDSA Ext. cor. Macapagal Avenue, Pasay City Philippines	100.0	100.0
NCH Customer Support Services, Inc	100.0		100.0	100.0
BetSys Poland Sp. Z.o.o.	50.0	Porcelanowa 8, 40-246 Katowice, Poland	–	50.0
STS Holdings S.A.	67.5		–	67.5
STS S.A.	67.5		–	67.5
bwin Poland S.A.	100.0	UI. Taneczna 18A, 02-829 Warsaw Poland	100.0	100.0
Inﬁeld – Servicos de Consultoria Marketing Unipessoal LDA.	100.0	Praceta António Gedeão, 1 B, Paiões, 2635 – 002 Sintra, Portugal	100.0	100.0
Gobet Entretenimento SA	100.0	Avenida D João II, Lote 1.07.2.1, 5ºA, Parque das Nações 1990-096 Lisbon, Portugal	100.0	100.0
Entain Operations Portugal SA	100.0		100.0	100.0
Cozy Games Pte Limited	100.0	1 Harbourfront Avenue, Keppel Bay Tower 14-03/07, 098632 Singapore	100.0	100.0
Florent Pte Limited	100.0		100.0	100.0
bwin Interactive Marketing Espana S.L.	100.0	Calle Amador de los Ríos n°1, 6 planta 28010 Madrid, Spain	100.0	100.0
Entain Services Iberia S.I.	100.0	Calle Josep Plá, número 2, planta 5ªD Ediﬁcio Torre Diagonal Litoral, 08019 Barcelona, Spain	100.0	100.0
Ladbrokes Betting and Gaming Spain, S.A.	100.0	Castello 82 4 IZQ, 28006 Madrid, Spain	100.0	100.0
Electraworks (Ceuta) S.A.	100.0	Calle Real Numero 74, 51001 Ceuta, Spain	100.0	100.0
Winners Apuestas SA	100.0	Avenida de Fuencarral 44, Ediﬁcio Tribeca 1 Modulo B, CP 28108 Alcobendas Madrid, Spain	100.0	100.0
Sportinbet Spain S.A.	100.0	Cl Conde de Aranda 20, 28001 Madrid, Spain	100.0	100.0
Atlantic Version 2014 SLU	100.0	San Justo Desvern, calle de la Constitución 1, 5º planta, local 3, 08960, Barcelona, Spain	100.0	100.0
SBT Software Operations (SA) (Pty)	100.0	Suite 4 Constantia House, Steenbert Ofﬁce Park, Constantia, 7800 South Africa	100.0	100.0
Ladbrokes (SA) (Pty) Limited	100.0	24A 18th Street, Menlo Park, Pretoria, 0081 South Africa	60.0	100.0
Wave SA (Pty) Limited	85.0	Ofﬁce 519, Spaces, Dock Road Junction, Corner of Stanley & Dock Road, Waterfront, Cape Town, 8 001, South Africa	100.0	85.0
Enlabs AB	100.0	Stora Gatan 46, Sigtuna Kommun, 19330, Sweden	100.0	100.0
Entraction AB	100.0		100.0	100.0
Score24 AB	100.0		100.0	100.0
Scout Gaming AB	100.0	Royal Park Serviced Ofﬁce, Frosundaviks alle 15, 15903 Solna, Sweden	100.0	100.0
GVC Finance LLC	100.0	c/o The Corporation Trust Company, 1209 Orange Street, Country of New Castle, Wilmington DE 19891, United States	100.0	100.0
GVC Holdings (USA) Inc	100.0		100.0	100.0
Ladbrokes Holdco. Inc.	100.0		100.0	100.0
Stadium Technology Group, LLC	100.0	7251 Amigo Strees, Suite 100, Las Vegas NV 89119, United States	100.0	100.0
Angstrom Sports Inc	–	1013 Centre Road, Suite 403-B, Wilmington DE 19805 , United Estates	–	100.0
Angstrom Sports Virginia LLC	100.0	4445 Corporation Ln Ste 264, Viriginia Beach VA 23462-3262, United States	–	100.0
Angstrom Sports NJ LLC	100.0	Five Greentree Centre, 525 Route 72 North, STE 104 Marlton, New Jersey 08053, United States	–	100.0
bwin.party (USA) Inc	100.0	701 S.Carson Street, Suite 200, Carson City, NV 90801, United States	100.0	100.0
bwin.party entertainment (NJ) LLC	90.0		100.0	90.0
bwin.party services (NJ) Inc	100.0		100.0	100.0
Ladbrokes Subco LLC	100.0	c/o Saiber LLC, 18 Columbia Turnpike, Suite 200, Florham Park, New Jersey, United States	100.0	100.0
The Entain Foundation US, Inc	100.0		100.0	100.0
Entain (Ukraine) LLC	100.0	2 Mykoly Solovtsova St, Ofﬁce 38/1 01014 Kyiv, Ukraine	100.0	100.0
LLC Bwin	100.0	Ofﬁce 13, 39 Dzhona Makkeina, Steer Kyiv, Ukraine 01042	100.0	100.0
Gomifer S.A.	100.0	Dr Luis Bonavita, 1294, Torre 2 WTC Free Zone, Oﬁcina 631, Montevideo, Uruguay	100.0	100.0
Wave Digital Zambia Limited	100.0	34972 Longacres, Lusaka Lusaka Province, Zambia	100.0	100.0

1. Company that is directly owned by Entain plc.
1. Company that forms part of the Group as at 31 December 2023 and which, principally affected the Group’s reported results for the year.
1. Trading entity engaged in activity associated with betting and gaming.
1. Holding company.
1. Dormant company .

34 Related party disclosures (continued)

Notes to the consolidated ﬁnancial statements for the year ended 31 December 2023

Joint ventures

Company	% equity interest	Registered address	2023	2022
BetMGM, LLC	50.0	Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware 19808, United States	50.0	50.0

Associates

Company	% equity interest	Country of incorporation	2023	2022
China Asia Gaming Technologies (Beijing) Co., Ltd	49.0		49.0	49.0
Asia Gaming Technologies Limited	49.0		49.0	49.0
bwin E.K.	50.0	Germany	50.0	50.0
Gran Casino de Dinant SA	20.0	Belgium	20.0	20.0
Inﬁniti Casino Oostende NV	20.0		20.0	20.0
Leaderbet NV	20.0		20.0	20.0
Professional Gaming Services SRL/BV	19.0		19.0	19.0
Draw & Code Limited	40.0	United Kingdom	40.0	40.0
Games For Good Causes PLC	36.3		36.3	36.3
Sports Information Services (Holdings) Limited	23.4		23.4	23.4

1. Subsidiary of Asia Gaming Technologies Limited.

35 Non-controlling interests

The principal non-controlling interests at 31 December 2023 held investments in Entain Holdings (CEE) Limited (32.5%). Details of the business combinations resulting in the recognition of these non-controlling interests are set out in Note 32. The total assets relating to subsidiaries with a non-controlling interest were £2,024.0m (2022: £1,237.9m) of which there were related liabilities of £412.2m (2022: £512.5m). The loss attributable to non-controlling interests was £7.9m (2022: loss of £4.7m). The balance attributable to non-controlling interest is disclosed in the table below:

	Total £m
As at January 2022	1.4
Proﬁt attributable to non-controlling interests	(4.7)
Business combinations	178.9
Purchase of non-controlling interests	2.1
Foreign exchange	6.1
As at January 2023	183.8
Proﬁt attributable to non-controlling interests – underlying items	35.0
Separately disclosed items attributable to non-controlling interests	(42.9)
Dividends paid	(7.4)
Minority interest contribution to SuperSport earnout (Note 32)	42.6
Minority interest in STS acquisition (Note 32)	313.5
Other	(6.2)
Foreign exchange	6.3
As at 31 December 2023	524.7

36 Subsequent events

On 1 March 2024, the Group raised an additional £300m of borrowings under a bank loan facility and used the proceeds to repay all amounts drawn under the Group’s revolving credit facility. On 1 March 2024, the commitments available under the Group’s revolving credit facility (disclosed in Note 23) were increased by £45m further increasing the Group’s available liquidity. Following these transactions, the Group’s revolving credit facility had total commitments of £635m which, as at 1 March 2024 was completely undrawn save £5m carved out for letters of credit and guarantees.# Entain plc Annual Report 2023

Financial statements

Notes to the consolidated ﬁnancial statements for the year ended 31 December 2023

Note	2023 £m	2022 £m
Other operating income	13.0	18.7
Dividends received	–	150.0
Operating expense	(22.7)	(17.3)
Operating (loss)/proﬁt before separately disclosed items	(9.7)	151.4
Administrative costs – separately disclosed items	(645.5)	(13.1)
(Loss)/proﬁt before tax and net ﬁnance expense	(655.2)	138.3
Finance expense	(88.6)	(104.1)
Finance income	90.1	12.2
(Losses)/gains arising from change in fair value of ﬁnancial instruments	(75.7)	86.7
Losses arising from foreign exchange on debt instruments	(0.1)	(1.6)
(Loss)/proﬁt before tax	(729.5)	131.5
Income tax	–	(0.2)
(Loss)/proﬁt for the year	(729.5)	131.3

All items included above relate to continuing operations. There were no other items of comprehensive income in the year. The notes on pages 218 to 222 are an integral part of these ﬁnancial statements.

Company income statement for the year ended 31 December 2023

Note	2023 £m	2022 £m
Assets
Non-current assets
Investments	5,635.2	4,845.6
Trade and other receivables	297.9	633.3
Interest-bearing loans and borrowings	7.0	5.0
	5,940.1	5,483.9
Current assets
Trade and other receivables	371.3	145.3
Interest-bearing loans and borrowings	0.1	–
Derivative ﬁnancial assets	33.4	96.2
Cash and cash equivalents	0.1	0.1
	404.9	241.6
Total assets	6,345.0	5,725.5
Liabilities
Current liabilities
Trade and other payables	(202.1)	(1,135.5)
Interest-bearing loans and borrowings	(0.4)	–
	(202.5)	(1,135.5)
Net current assets/(liabilities)	202.4	(893.9)
Non-current liabilities
Trade and other payables	(2,411.6)	(651.3)
Other ﬁnancial liabilities	(15.2)	–
	(2,426.8)	(651.3)
Net assets	3,715.7	3,938.7
Shareholders’ equity
Called up share capital	5.2	4.8
Share premium account	1,796.7	1,207.3
Merger reserve	2,527.4	2,527.4
Retained earnings	(613.6)	199.2
Total shareholders’ equity	3,715.7	3,938.7

Under the Companies Act 2006 section 49 (Isle of Man), the Directors are satisﬁed that the Company satisﬁes the solvency test for distributions to be made. The notes on pages 218 to 222 are an integral part of these ﬁnancial statements.

The ﬁnancial statements on pages 215 to 222 were approved by the Board of Directors on 7 March 2024 and signed on its behalf by

S David
Interim Chief Executive Ofﬁcer

RM Wood
Deputy Chief Executive Ofﬁcer/Chief Financial Ofﬁcer

(Company number 4685V)

Company balance sheet at 31 December 2023

Called up share capital £m	Share premium account £m	Merger reserve account £m	Retained earnings £m	Total £m
At January 2022	4.8	1,207.3	2,527.4	99.6
Proﬁt for the year	–	–	–	131.3
Total comprehensive income	–	–	–	131.3
Share-based payments charge				18.3
Equity dividends	–	–	–	(50.0)
At 31 December 2022	4.8	1,207.3	2,527.4	199.2
Loss for the year	–	–	–	(729.5)
Total comprehensive expense	–	–	–	(729.5)
Issue of shares (Note 16)	0.4	589.4	–	–
Share-based payments charge	–	–	–	23.6
Equity dividends	–	–	–	(106.9)
At 31 December 2023	5.2	1,796.7	2,527.4	(613.6)

The notes on pages 218 to 222 form an integral part of these ﬁnancial statements.

Company statement of changes in equity for the year ended 31 December 2023

1 General information

Entain plc (“the Company”) is a limited company incorporated and domiciled in the Isle of Man. The address of its registered ofﬁce and principal place of business is disclosed in the Directors’ report. The ﬁnancial statements of the Company for the year ended 31 December 2023 were authorised for issue in accordance with a resolution of the Directors on 7 March 2024.

The Company has taken advantage of the exemption from preparing a cash ﬂow statement under paragraph 8(g) of the disclosure exemptions from UK-adopted IFRS for qualifying entities included in Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101). The Entain plc consolidated ﬁnancial statements for the year ended 31 December 2023 contain a consolidated statement of cash ﬂows. The Company is exempt under paragraph 8(k) of the disclosure exemptions from UK-adopted IFRS included in FRS 101 for qualifying entities from disclosing related party transactions with entities that form part of the Entain plc Group of which Entain plc is the ultimate parent undertaking.

The Company’s ﬁnancial statements are presented in Pounds Sterling (£). All values are in millions (£m) rounded to one decimal place except where otherwise indicated. The Company’s ﬁnancial statements are individual entity ﬁnancial statements.

2 Basis of preparation

These ﬁnancial statements were prepared in accordance with FRS 101 and Isle of Man Companies Act 2006. The ﬁnancial statements are prepared on a going concern basis under the historical cost convention except for certain ﬁnancial liabilities measured at fair value. For details on the going concern considerations made, see Note 2 of the consolidated ﬁnancial statements. The accounting policies which follow in Note 3 set out those policies which apply in preparing the ﬁnancial statements for the year ended 31 December 2023 and have been applied consistently to all years presented.

The Company has taken advantage of the following disclosure exemptions under FRS 101 in respect of:
(a) IFRS 2 Share-based Payments;
(b) IFRS 3 Business Combinations;
(c) IFRS 5 Non-current Assets Held for Sale;
(d) IFRS 7 Financial Instruments: Disclosure;
(e) IFRS 13 Fair Value Measurement;
(f) IFRS 15 Revenue from Contracts with Customers;
(g) IFRS 16 Leases;
(h) IAS 1 Presentation of Financial Statements;
(i) IAS 7 Statement of Cash Flows;
(j) IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;
(k) IAS 16 Property, Plant and Equipment;
(l) IAS 24 Related party transactions;
(m) IAS 36 Impairment of Assets.

3 Summary of signiﬁcant accounting policies

Investments
Investments comprise interests in subsidiary companies and are held as non-current assets stated at cost less provision for impairment. The values used in any impairment review are based on the same principles and methods as described in the Group accounting policies and in Note 14 of the consolidated ﬁnancial statements. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised. The Company assesses these investments for impairment wherever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. If any such indication of impairment exists, the Company makes an estimate of the recoverable amount. If the recoverable amount is less than the value of the investment, the investment is considered to be impaired and is written down to its recoverable amount. An impairment loss is recognised immediately in the income statement.

Cash and cash equivalents
Cash and short-term deposits in the balance sheet consist of cash at banks and in hand, short-term deposits with an original maturity of less than three months.

Financial assets
Financial assets are recognised when the Company becomes party to the contracts that give rise to them. The Company classiﬁes ﬁnancial assets at inception as either ﬁnancial assets at fair value or loans and receivables. Financial assets at fair value through proﬁt or loss are measured initially at fair value, with transaction costs taken directly to the income statement. Subsequently, the fair values are remeasured and gains and losses from changes therein are recognised in the income statement.

Loans and receivables are non-derivative ﬁnancial assets with ﬁxed or determinable payments that are not quoted in an active market. On initial recognition, loans and receivables are measured at fair value plus directly attributable transaction costs. Subsequently, such assets are measured at amortised cost, using the effective interest (“EIR”) method, less any allowance for impairment.

Financial liabilities
Financial liabilities comprise predominantly amounts due to other Group companies. On initial recognition, ﬁnancial liabilities are measured at fair value plus transaction costs where they are not categorised as ﬁnancial liabilities at fair value through proﬁt or loss. Financial liabilities at fair value through proﬁt or loss are measured initially at fair value, with transaction costs taken directly to the income statement. Subsequently, the fair values are remeasured and gains and losses from changes therein are recognised in the income statement.

Derecognition of ﬁnancial assets and liabilities
Financial assets are derecognised when the right to receive cash ﬂows from the assets has expired or when the Company has transferred its contractual right to receive the cash ﬂows from the ﬁnancial assets or has assumed an obligation to pay the received cash ﬂows in full without material delay to a third party, and either:
– Substantially all the risks and rewards of ownership have been transferred; or
– Substantially all the risks and rewards have neither been retained nor transferred but control is not retained.

Financial liabilities are derecognised when the obligation is discharged, cancelled or expires.# Notes to the Company financial statements for the year ended 31 December 2023

3 Summary of significant accounting policies (continued)

Derivative financial instruments
The Group policy and disclosure of financial risk are set out in Notes 4.3 and Note 25 of the consolidated financial statements.

Current and deferred income tax
The Company is tax resident in the United Kingdom. The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in shareholders’ funds. In this case, the tax is also recognised in other comprehensive income or directly in shareholders’ funds, respectively. The current income tax charge is calculated on the basis of the tax laws enacted or substantially enacted at the balance sheet date in the countries where the Company operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; or arise from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is recognised using the tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred tax assets are only recognised to the extent it is probable that there will be suitable taxable profits from which they can be recovered. Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax’s assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis. Deferred tax balances are not discounted.

Foreign currency translation
Transactions in foreign currencies are initially recorded in Pounds Sterling (£) at the foreign currency rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into Pounds Sterling (£) at the rates of exchange ruling at the balance sheet date (the closing rate). Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rate at the date when the fair value was determined.

Dividends
Final dividends proposed by the Board of Directors and unpaid at the year end are not recognised in the financial statements until they have been approved by shareholders at the Annual General Meeting. Interim dividends are recognised when paid.

Equity instruments
Equity instruments issued by the Company are recorded as the proceeds received net of direct issue costs.

Share-based payments
The cost of equity settled transactions with employees is measured by reference to the fair value at the date on which they are granted (see Note 31 of the consolidated financial statements for further details).

Separately disclosed items
To assist in understanding its underlying performance, the Company has defined the following items of pre-tax income and expense as separately disclosed items as they reflect items which are exceptional in nature or size. The separate disclosure of these items allows a clearer understanding of the trading performance on a consistent and comparable basis, together with an understanding of the effect of non-recurring or large individual transactions upon the overall profitability of the Company. The separately disclosed items have been included within the appropriate classifications in the income statement. Further details are given in Note 7.

Finance expense and income
Finance expense and income arising on interest-bearing financial instruments carried at amortised cost are recognised in the income statement using the effective interest rate method. Finance expense includes the amortisation of fees that are an integral part of the effective finance cost of a financial instrument, including issue costs, and the amortisation of any other differences between the amount initially recognised and the redemption price. All finance expenses are recognised over the availability period.

4 Judgements and key sources of estimation uncertainty

The preparation of financial statements requires management to make assumptions, estimates and judgements that affect the amounts reported as assets and liabilities as at the balance sheet date and the amounts reported as revenues and expenses during the year. Use of available information and application of judgement are inherent in the formation of estimates. Actual results in the future may differ from those reported. Judgement applied to separately disclosed items is set out in the Note 4.2 of the consolidated financial statements.

5 Future accounting developments

The standards and interpretations that are issued, but not yet effective, excluding those relating to annual improvements, are not expected to have a material impact on the parent Company financial statements. The Company intends to adopt these standards, if applicable, when they become effective as set out in the Note 4.4 of the consolidated financial statements.

6 Operating profit before separately disclosed items

This is stated after crediting/(charging):

	2023 £m	2022 £m
Management fees	13.0	18.7
Audit fees	(0.6)	(0.6)

7 Separately disclosed items

	2023 £m	2022 £m
Legal and onerous contract costs	54.7	0.6
Corporate transaction costs	5.8	12.5
Legal settlement (see Note 6 and Note 20 of the consolidated financial statements)	585.0	–
Total	645.5	13.1

8 Finance expense and income

	2023 £m	2022 £m
Loan interest income	38.7	12.2
Gains arising from change in fair value of financial instruments	–	86.7
Intercompany foreign exchange gain	51.4	–
Total finance income	90.1	98.9
Intercompany interest expense	(82.3)	(3.5)
Intercompany foreign exchange loss	–	(98.4)
Losses arising from change in fair value of financial instruments	(75.7)	–
Losses arising from foreing exchange on debt instruments	(0.1)	(1.6)
Loan interest expense	(6.3)	(2.2)
Net finance expense	(74.3)	(6.8)

The Group manages currency exposure through a number of derivative financial instruments, some of which are taken out in the name of Entain plc as well as other Group companies. The financial instruments taken out in the name of Entain plc are used to swap the foreign exchange risk on intercompany loans, which are back-to-back with the Group’s external debt held in other Group companies. The net change in fair value of financial instruments during the year was £75.7m (2022: £86.7m).

9 Income tax

The tax charge for the year presented is £nil (2022: tax credit of £0.2m). A reconciliation of income tax applicable to loss (2022: profit) before tax at the UK statutory income tax rate to the income tax for the years ended 31 December 2023 and 31 December 2022 is as follows:

	2023 £m	2022 £m
(Loss)/profit before tax	(729.5)	131.5
Corporate tax (credit)/charge thereon at 23.52% (2022: 19.00%)	(171.4)	25.0
Adjusted for the effects of:
– Non-taxable income	–	(28.5)
– Non-deductible expenses	14.4	5.2
– Non-deductible legal settlement	137.6	–
– Group relief surrendered/(claimed)	19.4	(1.7)
– Overseas tax charge/(credit)	–	0.2
Income tax charge	–	0.2

There is no deferred tax present on the balance sheet for either periods presented.

10 Dividends

Please see Note 11 of the consolidated financial statements.

11 Investments

	£m
Cost and net book value
At 1 January 2022	4,372.1
Additions	473.5
At 31 December 2022	4,845.6
Cost and net book value
At 1 January 2023	4,845.6
Additions	789.6
At 31 December 2023	5,635.2

Subsidiaries and other related entities are listed in Note 34 of the consolidated financial statements. Additions in the year predominantly relate to additional equity subscribed for in subsidiary companies.

12 Trade and other receivables

	2023 £m	2022 £m
Amounts due from Group companies	666.6	770.3
Other debtors	1.2	5.6
Prepayments	1.4	2.7
	669.2	778.6

Amounts of £297.9m (2022: £633.3m) are not expected to be called upon within the next 12 months following the approval of these financial statements and have therefore been classified as non-current assets within the balance sheet. Other amounts owed by other Group undertakings are included under amounts falling due within one year as they are repayable on demand, unsecured, and accumulate interest in a range between 0% and 4% plus IBOR. The expected credit losses arising from receivables are not considered to be significant.# Entain plc Annual Report 2023

Notes to the Company ﬁnancial statements for the year ended 31 December 2023

13 Trade and other payables

	2023 £m	2022 £m
Current
Amounts due to Group companies	-	1,131.0
Other payables	202.1	4.5
	202.1	1,135.5
Non-current
Amounts due to Group companies	1,977.8	651.3
Other payables	433.8	–
	2,411.6	651.3

Amounts owed to certain Group undertakings are included under amounts falling due within one year as they are repayable on demand, unsecured, and accumulate interest in a range between 0% and 4% plus IBOR. Other payables include the HMRC settlement liability (see Note 20 of the consolidated ﬁnancial statements).

14 Interest-bearing loans and borrowings

The Company has prepaid costs of £7.0m (2022: £5.0m) in respect of committed bank facilities. The Company is part of the revolving credit facility. As at 31 December 2023 there were £515.0m (2022: £515.0m) of committed bank facilities of which £295.0m (2022: £nil) were drawn down by the Company and £5.2m (2022: £52.1m) of facilities which have been utilised for letters of credit. Fees incurred by the Company in the year relating to the undrawn facility were £2.3m (2022: £3.2m).

15 Financial risk management objectives and policies

The ﬁnancial risk management objectives and policies applied by the Company are in line with those of the Group as disclosed in Note 25 of the consolidated ﬁnancial statements.

16 Called-up share capital

Details of the share capital of the Company are given in Note 28 of the consolidated ﬁnancial statements.

17 Contingent liabilities and guarantees

Contingent liabilities
Refer to Note 33 of the Group 2023 Annual Report.

Guarantees
The Company has entered into ﬁnancial guarantee contracts to guarantee indebtedness held on the balance sheets of Group undertakings amounting to £3,038.8m (2022: £2,689.1m). The Company has also guaranteed derivative agreements of Group undertakings, of which those in a net liability at the reporting date total £119.0m (2022: £102.5m). The company has payables of £613.5m (2022: £651.3m) to the group subsidiary which is the principal external borrower and £1,001.0m (2022: £496.0m) to the subsidiary with a net liability on its derivatives. Consequently, no additional liability has been recognised in respect of the ﬁnancial guarantee contracts noted above. The likelihood of the above items being called upon is considered remote.

18 Related party transactions

The Company has taken advantage of the exemption under paragraph 8(k) of FRS 101 not to disclose transactions with fellow wholly-owned subsidiaries. See Note 34 of the consolidated ﬁnancial statements for disclosure of remuneration of key management personnel.

19 Subsequent events

For details of subsequent events affecting the Company, see Note 36 of the consolidated ﬁnancial statements.

Notes to the Company ﬁnancial statements for the year ended 31 December 2023

Definition of terms

AAMS: Automated accounts management systems
Adjusted fully diluted EPS: Cents Fully diluted earnings per share based on adjusted PBT
Adjusted PBT: Profit before exceptional items, amortisation associated with acquisition, dividends from previously sold businesses
AML: Anti-Money-Laundering
ARC™: Advanced Responsibility and Care™, the Group’s safer betting and gaming technology programme
B2B: Business-to-business
B2C: Business-to-consumer
BI: Business intelligence
CAGR: Compound annual growth rate
CC: Constant currency
CGUs: Cash-generating units
CMS: Customer marketing services
Constant currency basis: Each month in the prior period re-translated at the current period’s exchange rate
Contribution: Revenue less betting taxes, payment service provider fees, software royalties, afﬁliate commissions, revenue share and marketing costs
Contribution margin: Contribution as a percentage of NGR
CRM: Customer relationship management
CS: Customer services
DE&I: Diversity, Equality and Inclusion
DPA: Deferred Prosecution Agreement the Group reached with the Crown Prosecution Service December 2023.
DTR: Disclosure and transparency rules
EPS: Earnings per share
ESG: Environmental, social and governance
GGY: Gross gaming revenue
GHG: Greenhouse gas
GVC/GVC Holdings PLC: The Group’s former name before becoming Entain plc in December 2021
H2GC: H2 Gambling Capital – independent providers of betting and gaming market data and estimates
IA: Internal audit and risk management
IAS: International Accounting Standards
IFRS: International Financial Reporting Standards
IOT: Internet of things
KPIs: Key performance indicators
KYC: Know your customer – customer veriﬁcation tools
Ladbrokes Coral: Ladbrokes Coral Group Plc
LTIP: Long-term incentive plan
MIP: Management incentive plan
Net debt: Cash and cash equivalents (including amounts recorded as assets in disposal groups classiﬁed as held for sale), less customer liabilities less interest-bearing loans and borrowings
Net Gaming Revenue (“NGR”): Revenue before deducting VAT
NGR YTD: Net Gaming Revenue in the year to date
RET: Research, education and treatment associated with responsible gambling
Revenue: Net Gaming Revenue less VAT (imposed by certain EU jurisdictions on either sports or gaming revenue)
RMG: Real money gaming
SASW: Single Account Single Wallet functionality, enabling BetMGM customers with cross-state-access to their accounts.
Sports Gross Win Margin: Sports wagers less payouts
Sports Gross Win Margin %: Sports Gross Win Margin divided by Sports wagers
Sports Net Gaming Revenue (“Sports NGR”): Sports Gross Win Margin less free bets and promotional bonuses
Sports Wagers: Gross bets placed by customers on sporting events
TCFD: Taskforce for Climate-related Financial Disclosures
Underlying EBITDA: Stated pre separately disclosed items

Glossary

Definition of terms

Annual General Meeting
The Company’s 2024 AGM will be held on Wednesday 24 April 2024 at 10:00am (BST) at etc. venues, 200 Aldersgate, London EC1A 4HD. Details of each resolution to be considered at the meeting and voting instructions are in the Notice of Meeting which is available on the Company’s website at www.entaingroup.com. The voting results of the 2024 AGM will be available on the Company’s website at www.entaingroup.com shortly after the meeting.

Communications
Information about the Company, including ﬁnancial results and details of the current share price, is available on the website, www.entaingroup.com.

Shareholding contacts
For any queries regarding your shareholding, please contact our Registrar, Link Asset Services.

Share fraud warning
Fraudsters use persuasive and high-pressure tactics to lure investors into scams. They may offer to sell shares that turn out to be worthless or non-existent, or to buy shares at an inﬂated price in return for an upfront payment. While high proﬁts are promised, if you buy or sell shares in this way you will probably lose your money. Should you receive any unsolicited calls or documents to this effect, you are advised not to give out any personal details or to hand over any money without ensuring that the organisation is authorised by the UK Financial Conduct Authority (“FCA”) and undertaking further research. If you are unsure or you think you have been targeted, you should report the organisation to the FCA. For further information, please visit the FCA’s website at www.fca.org.uk, email [email protected] or call the FCA consumer helpline on 0800 111 6768 (freephone), 0300 500 8082 (from the UK) or +44 20 7066 1000 (if calling from outside the UK).

Shareholder Information

CBP00 0190825 04183028

Paper: Claro silk Printed by Pureprint Group. This report has been printed on paper which is certiﬁed by the Forest Stewardship Council®. The paper is Elemental Chlorine Free (ECF) made at a mill with ISO 14001 environmental management system accreditation. This report was produced using the pureprint® environmental print technology, a guaranteed, low carbon, low waste, independently audited process that reduces the environmental impact of the printing process. Printed using vegetable oil based inks by a CarbonNeutral® printer certiﬁed to ISO 14001 environmental management system. Design and production by Radley Yeldar ry.com

Company name
Entain plc

Company number
4685V

Secretary and registered ofﬁce
James Morris
Entain plc
32 Athol Street
Douglas
Isle of Man
IM1 1JB
Telephone: +350 200 78700
www.entaingroup.com

UK Corporate Ofﬁce
25 Charterhouse Square
London EC1M 6AE

Registrar
Link Market Services (Isle of Man) Limited
PO Box 227
Peveril Buildings
Peveril Square
Douglas
Isle of Man
IM99 IRZ

Transfer Agent:
Link Asset Services
Central Square
29 Wellington Street
Leeds
LS1 4DL
www.linkgroup.eu/get-in-touch/shareholders-in-uk-companies
Telephone: 0371 664 0300 from the UK or +44 (0)371 664 0300 from outside the UK
Email: [email protected]

Auditors
KPMG LLP
EastWest Tollhouse
Hill Nottingham
NG1 5FS

Legal advisors
Freshﬁelds Bruckhaus Deringer
DQ Advocates

Principal UK Bankers
Barclays Bank PLC
National Westminster Bank plc

Future trading updates and ﬁnancial calendar
* 17 April 2024 Q1 trading update
* 8 August 2024 Interim results

Incorporated in the Isle of Man under number 4685V
www.entaingroup.com

AI assistant

Entain PLC — Annual Report (ESEF) 2023

Transforming Game Our Annual Report 2023

Strategic and Operational Highlights

Table of Contents

Overview

Overview

We are Entain

Our Values

Overview

Our Commitment to Sustainability

1 Overview

8 Strategic report

88 Governance

140 Financial statements

Our timeline of transformation

Investment proposition

Focused execution of strategic targets

Chairman’s introduction

J M Barry Gibson

our positive contribution to corporate social responsibility.

Financial performance

Deferred Prosecution agreement

Driving operational focus

1 Overview

8 Strategic report

88 Governance

140 Financial statements

Chairman’s introduction

Strategic focus on regulated growth markets

Fresh perspectives and leadership

Safer gambling and community engagement

The Entain Team

1 Overview

8 Strategic report

88 Governance

140 Financial statements

Chief Executive’s Review

Stella David

Interim Chief Executive Ofﬁcer

Performance in 2023

1 Overview

8 Strategic report

88 Governance

140 Financial statements

Chief Executive’s Review

US Market Growth

Drive Organic Growth

Chief Executive’s Review

Revised strategic priorities

Sustainability – A key enabler supporting our growth

Global Online Growth

1 Overview

Strategic report 88

Governance 140

Financial statements 201

1 Overview

Strategic report 88

Governance 140

Financial statements 201

19

Overview

Strategic report 88

Governance 140

Financial statements 201

How we create value

21 Entain plc Annual Report 2023

How we create value

22 Entain plc Annual Report 2023

Our strategic framework

23 Entain plc Annual Report 2023

Entain plc Annual Report 2023

1Overview

8 Strategic report

88 Governance

140 Financial statements

Entain plc Annual Report 2023

1Overview

8 Strategic report

88 Governance

Entain PLC Annual Report (ESEF) 2023