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Playtech PLC

Proxy Solicitation & Information Statement Apr 17, 2015

5196_agm-r_2015-04-17_0bf86b50-e38c-482b-ae2d-6f7364f3a46e.pdf

Proxy Solicitation & Information Statement

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Currency Election Form (instructions overleaf)

SRN.

Check your holding at www.computershare.com Helpline 0870 707 4040

Kindly Note: This form is issued only to the addressee(s) and is specifi c to the class of security and the unique designated account printed hereon. This personalised form is not transferable between different (i) account holders; (ii) classes of security; or (iii) uniquely designated accounts. The Company and Computershare Investor Services (IOM) Limited accept no liability for any instruction that does not comply with these conditions.

Please note that you are not able to give instructions for your dividend to be paid in a combination of the available currencies.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

Please use a black pen. X
Print mark an 'X' inside the boxes. Example

Completed forms must be returned to the Registrar at the address shown overleaf by the record date for the next dividend. Elections received after this date will be applied to subsequent dividends only.

Company Name Playtech plc

B
Signature(s)
For details of who needs to sign this form, please see overleaf. Date
D
D
M
2
0
M
Y
Y
Signature 1 (Please sign in the box below) Signature 3 (Please sign in the box below)
Signature 2 (Please sign in the box below) Signature 4 (Please sign in the box below)
In the event that we need to contact you regarding the processing of this form, please supply one of the following;
Daytime Telephone Number E-mail Address (if available)
Please note that these contact details will not be recorded by Computershare Investor Services PLC for any future use.
PLEASE RETURN THIS FORM TO THE ADDRESS QUOTED OVERLEAF
C
0
7
5
9
PLH

If you are in any doubt as to the action you should take, please consult an independent professional adviser authorised under the Financial Services Act 2012.

Dividends declared by the Company are payable in Euro. However, shareholders can elect to have dividends paid in Sterling. If no such election is made, any dividends will be paid in Euro.

All shareholders will therefore be paid by cheque in Euro, unless they have previously instructed the Company's share registrar, Computershare Investor Services (IOM) Limited (the 'Registrar'), to i) pay dividends by bank transfer to a sterling bank account or ii) pay dividends by cheque in pounds sterling.

It is not possible to pay Euro dividends directly into a bank account. However, If you wish to mandate your pounds sterling dividend to be paid directly into a UK bank or building society account you should contact the Registrar (at the address overleaf).

Shareholders wishing to give instructions in relation to the currency of their dividend must complete and submit this Currency Election Form. If instructions are received in any other format or this form is incomplete the shareholder's instruction will be deemed invalid and rejected. Playtech plc and Computershare Investor Services (IOM) Limited will not accept any liability in relation to any such rejected instructions.

If you have previously made an election but, wish to change your currency election, please complete this form and return it to the Registrar (at the address overleaf). I / we hereby elect to receive dividends in the following currency:-

(Please insert a 'X' in one box only)

Еu

Euro Sterling

Form of Proxy - Annual General Meeting to be held on 20 May 2015

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services (Isle of Man) Limited accept no liability for any instruction that does not comply with these conditions.

Explanatory Notes:

  • 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
  • 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0870 707 4040 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
  • 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

  • 4. Pursuant to Regulation 22 of the Uncertificated Securities Regulations 2006 (Isle of Man), entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

  • 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 18(4)(a) of the Uncertificated Securities Regulations 2006 (Isle of Man).
  • 6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0870 707 4040 to request a change of address form or go to www.investorcentre.co.uk/je to use the online Investor Centre service.
  • 7. Any alterations made to this form should be initialled.
  • 8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

To be effective, all proxy appointments must be lodged with the Company's Registrars at: c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 18 May 2015 at 10.00 am.

View the Annual Report online: www.playtech.com

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.

All Correspondence to:

Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy

Computershare Investor Services (Isle of Man) Limited c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY

Register at www.investorcentre.co.uk/je - manage your shareholding online!

00000XXX/000000/000000

MR SAM SAMPLE
DESIGNATION (IF ANY)
MR JOINT HOLDER 1
ADD1
ADD2
ADD3
ADD4
00
00
01
99999 SG349

126C1A D02

Form of Proxy
Please complete this box only if you wish to appoint a third party proxy other than the Chairman.
Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).
*
I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting
entitlement* on my/our behalf at the Annual General Meeting of Playtech plc to be held at The Sefton Hotel, Harris Promenade, Douglas, Isle of Man IM1 2RW
on 20 May 2015 at 10.00 am, and at any adjourned meeting.
How to complete this form
* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).
Please mark here to indicate that this proxy appointment is one of multiple appointments being made.
Please use a black pen. Mark with an X
inside the box as shown in this example.
B Signature(s)
Ordinary Business
1. To receive the Company's accounts, the directors' reports and auditors' report thereon for the financial year ended 31
For
Against
Vote
Withheld
You must sign this form as follows in the spaces provided:-
December 2014. Joint Holding: The signatures of all joint holders, executors or administrators are required. If the holder is under
18, a parent or legal guardian must sign and state their capacity.
2. To approve the directors' remuneration report, excluding the directors' remuneration policy, for the financial year ended 31
December 2014.
Power of Attorney: To sign under Power of Attorney, you must have already lodged an original or certifi ed copy of
the Power of Attorney with the Registrar. If you have not previously lodged this document for
notation, please attach it to this form when you return it.
3. To reappoint BDO LLP as auditors to hold office from the conclusion of the meeting to the conclusion of the next meeting at
which the accounts are laid before the Company and to authorise the Directors to determine their remuneration.
Companies: Please note that Computershare Investor Services (IOM) Limited requires a photocopy Power
of Attorney to be certifi ed under the Powers of Attorney Act 1971. It must be certifi ed in ink on
every page by the donor, or by a solicitor or stockbroker, to state that it is a true and complete
copy of the original. Computershare Investor Services (IOM) Limited cannot accept a photocopy
4. To approve the payment of a final dividend for the year ended 31 December 2014 of 17.5 € cents per ordinary share of no
par value ("Ordinary Shares") payable to those shareholders on the register of members of the Company at the close of
business on 8 May 2015.
that has not been certifi ed in ink on every page.
The form should be signed by two authorised signatories of the Company, whose representative
capacities (e.g. Director and Company Secretary) must be stated. Alternatively, Computershare
5. To re-elect Hilary Stewart-Jones as a director of the Company. Investor Services (IOM) Limited will accept just one authorised signature; however, the signatory's
capacity must be stated and the form must be impressed with the Company Seal.
6. To re-elect Andrew Thomas as a director of the Company. Please return this form to : Computershare Investor Services (IOM) Limited
c/o The Pavilions
7. To re-elect Alan Jackson as a director of the Company. Bridgwater Road
Bristol BS99 6ZZ
8. To re-elect Ron Hoffman as a director of the Company.
9. To re-elect Mor Weizer as a director of the Company.
Special Business
10. To authorise the directors to allot shares.
11. To authorise the directors to disapply pre-emption rights in allotting shares for cash.
12. To authorise the Company to make market purchases of its own shares.
I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.
Signature
Date
In the case of a corporation, this proxy must be given under its
common seal or be signed on its behalf by an attorney or officer duly
authorised, stating their capacity (e.g. director, secretary).
H
7
4
9
1
6
P
L
H
Computershare Investor Services PLC is Registered in England & Wales, No 3498808, Registered Offi ce, The Pavilions, Bridgwater Road, Bristol BS13 8AE.
Computershare Investor Services PLC is authorised and regulated by the Financial Conduct Authority.

00000XXX/000000/000000

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