Playtech plc Annual Report and Financial Statements 2022

Sustainable Success pillars

Our strategic roadmap

Our purpose

To create technology that changes the way

people experience gambling entertainment

Our strategy

B2B: B2C:

Be the partner

of choice for

newly regulating

markets

Capitalise on

Live and SaaS

opportunities

Realign

resources to

reflect B2B

growth areas

Read more about our strategy on pages 12 to 15

Leverage retail

presence to

grow Snaitech’s

online business

Optimise

HAPPYBET for

online

Targeted M&A

to expand

Snaitech

1 2 3 4 5 6

Read more about our sustainability strategy on page 46 to 77

Pioneering safer

gambling solutions

Promoting integrity and

an inclusive work culture

Partnering on shared

societal challenges

Powering action for positive

environmental impact

You will ﬁnd the icon above throughout this report

to highlight Sustainable Success content

Our critical success factors

Scale and

distribution

Data

Sustainable

Success

Innovation

Read more about our strengths on page 32

HEX: 058e46 - RGB: 5.142.70 - CMYK: 87.19.100.6

Playtech is the leading platform, content and

services provider in the online gambling industry,

with a clear strategy to benefit our shareholders,

customers, colleagues and the environment.

Founded in 1999, the Company has a premium

listing on the Main Market of the London Stock

Exchange and is focused on regulated and regulating

markets across its B2B and B2C businesses.

Both divisions leverage Playtech’s proprietary

technology to deliver innovative products

and services to ensure a safe, engaging and

entertaining betting and gaming experience.

Contents

Strategic Report

2 Financial highlights

3 Operational highlights

4 Company overview

6 Chairman’s statement

8 United with Ukraine

10 Our investment case

12 Our strategy

16 Key performance indicators

18 Chief Executive Officer’s review

24 Market trends

30 Business model

34 Product and innovation

43 Stakeholder engagement

46 Responsible business and sustainability

78 Chief Financial Officer’s review

85 Risk management, principal risks and

uncertainties

91 Viability statement

Governance Report

94 Chairman’s introduction to governance

96 Board of Directors

98 Directors’ governance report

106 Audit Committee report

Remuneration Report

111 Statement by the Committee Chairman

115 Summary of Directors’

RemunerationPolicy

119 Annual report on remuneration

129 Directors’ report

Financial Statements

136 Independent auditor’s report

144 Consolidated statement of

comprehensiveincome

145 Consolidated statement of changes

inequity

146 Consolidated balance sheet

148 Consolidated statement of cash flows

150 Notes to the financial statements

216 Company statement of changes in

equity

217 Company balance sheet

218 Notes to the Company financial

statements

226 Five-year summary

Company information

227 Company information

View the Digital Summary Report at

www.ar22.playtech.com

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Financial highlights

Strong financial

performance in 2022

1 From continuing operations.

2 B2B and B2C only.

3 Continuing operations but includes Finalto in FY20.

Adjusted for Snaitech’s PREU tax payment of €90

million relating to 2020, which was paid in 2021 due to

circumstances around COVID-19. Definition has changed

from FY21 to adjust for changes in jackpot balances,

client deposits and client equity, professional expenses

onacquisitions and ADM security deposit.

4 Net debt/Adjusted EBITDA is calculated as gross debt

less Adjusted gross cash including cash held for sale

and excluding cash held on behalf of clients, progressive

jackpots and security deposits divided by Adjusted

EBITDA from continuing and discontinued operations.

Revenue

€’m

2022

2021

2020

2019

2018

1,602

1,205

1,079

1,441

1,225

Revenue from regulatedmarkets

2022

2021

2020

2019

2018

Adjusted EBITDA

€’m

2022

2021

2020

2019

2018

406

317

254

375

345

Diluted adjusted EPS

2022

2021

2019

2018

51.5

40.9

8.8

44.6

73.9

Net debt to EBITDA

2022

2021

2020

2019

2018

0.6

1.9

1.7

1.6

1.5

Adjusted operating cash flow

€’m

2022

2021

2020

2019

2018

397

318

276

303

342

“ Encouraging progress

across both the B2B and

B2C divisions in 2022,

culminating in good

EBITDA growth and a

strong balance sheet.“

Chris McGinnis

Chief Financial Officer

2020

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Group revenue growth

33%

Group adjusted EBITDA

€406m

B2C adjusted EBITDA growth

38%

Net debt to EBITDA

0.6x

1 Retail and online combined, measured by GGR.

Operational highlights

Significant progress

across the Company

B2B – executing on our strategy

Extending lead

in LatAm

2022 saw a strong performance in the

LatAm region, illustrating the value of the

structured agreement model. Caliente in

Mexico performed strongly once again.

Wplay in Colombia also performed well, and

is poised to continue its growth. Galerabet

positions us well in the potentially lucrative

Brazilian market.

Key deals signed

in the US

Excellent progress was made in the US, with

several new deals signed in the year. Golden

Nugget, Rush Street and WynnBET have

signed multi-state deals, while Resorts and

888 have signed multi-product agreements

in New Jersey. Playtech expanded its

footprint with Parx, launching its IMS platform

in Pennsylvania.

Live performing

well

Live delivered a strong performance,

with Playtech taking full advantage of the

structural growth drivers in this product

vertical. Playtech opened a new Live facility

in Peru in 2022, and is now well positioned

toserve its existing clients in Latin America.

B2C – outperforming and transformed

Snaitech continues

to lead in Italy

Snai maintained its number one market

share position

across Italian sports betting

brands in 2022, demonstrating its consistent

operational and brand strength, whilst also

being a fast growing player in Italy in the

online sector when measured by Gross

Gaming Revenue (GGR).

Snaitech transformed

post pandemic

Snaitech is fundamentally a superior

business post pandemic. With the online

segment making up a greater proportion of

revenues, Snaitech is a higher margin and

less capital intensive business.

Read more on page 31

A fundamentally higher quality

division post pandemic

€632m

Revenue

€160m

EBITDA

25%

EBITDA margin

An increasingly more

sustainable division

44%

% of regulated B2B

revenues (2017)

73%

% of regulated B2B

revenues (2022)

€983m

Revenue

€245m

EBITDA

25%

EBITDA margin



2017



2022

Regulated B2B revenues Unregulated B2B revenues



2019



2022

Snaitech % of online revenues Snaitech % of retail revenues

18%

B2C EBITDA margin

(2019)

25%

B2C EBITDA margin

(2022)

Strategic Report

Playtech plc Annual Report and Financial Statements 2022

Chairman’s statement

Strategy execution

underpinned by strong

corporate governance

I am delighted to report another highly successful year

for Playtech, albeit one in which we had to contend with a

challenging economic backdrop and significant disruption

from the war in Ukraine.

Despite these circumstances, we delivered strong growth and made

significant progress against our strategy. This underlines both the

resilience of our business model as well as the ability, commitment

and dedication shown across all levels of the business.

I would like to thank my Board colleagues, the Executive Management

and the wider team, together with our advisers, who have worked

tirelessly to deliver these excellent financial, operational and strategic

results against a challenging backdrop. Their efforts have been the

foundation of our success this year.

Strong progress from all corners of the business

Playtech made significant progress throughout 2022 across

both the B2B and B2C businesses, further diversifying its

portfolio and positioning the Group to capitalise on the

excitingopportunities ahead:

• In the US, Playtech expanded its footprint with Parx, launching its

IMS platform in Pennsylvania. In early 2023, Playtech also signed

a landmark agreement with Hard Rock Digital that accelerates our

US strategy and provides significant growth opportunities globally.

• Good progress was made in Canada, with Playtech signing an

agreement with NorthStar to launch a broad suite of products in

this newly regulated market, along with taking an equity investment

in NorthStar in early 2023, incorporating elements of the strategic

agreement model employed successfully in other markets.

• In Latin America, Playtech’s presence continues to go from strength

to strength, with existing agreements in Mexico and Colombia

seeing excellent growth in the period. Playtech is ideally positioned

to benefit from growth in the soon to be regulated Brazil market.

Playtech opened a new Live Casino facility in Peru as it continues

toexpand its presence across the region.

• Snaitech has continued to exceed expectations with the online

segment proving resilient despite the reopening of retail sites, while

it also maintained its number one position by brand across retail

and online sports betting in Italy. Fabio Schiavolin, CEO of Snaitech,

discussed the opportunity for the business at an investor event

hosted in September 2022.

More details can be found on pages 19 and 22 for B2B and B2C

businesses, respectively.

Corporate activity

The impressive performance delivered in 2022 is all the more notable

given the intensity of the corporate activity that Playtech has been

involved in. Taken together, this activity shone a spotlight on the

quality of Playtech’s strategy, operations, technology and people,

whose commitment and expertise continue to drive Playtech from

strength to strength.

Offer and further approach for Playtech

In October 2021, the Board recommended an all-cash offer from

Aristocrat at a 58% premium to the prevailing share price. Ultimately,

atthe Court and General Meetings held on 2 February 2022,

Aristocrat’s proposal did not achieve the requisite 75% level of

shareholder approval needed for its offer to progress.

Shortly after Aristocrat’s proposal lapsed, Playtech received an approach

by an investor group formed and advised by TTB Partners Limited. On

14 July 2022, TTB Partners advised that it did not intend to make an

offer for the Company due to challenging underlying market conditions.

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Brian Mattingley

Chairman

Finalto sale completed

We were delighted to complete the sale of Finalto in July 2022.

This represented a significant step in our stated strategy to simplify

the Group and focus our efforts on the high-growth B2B and B2C

gambling markets.

Board changes

As our Company evolves, so too does its Board. After five years as Chief

Financial Officer (CFO), Andrew Smith stepped down from the Board

in November 2022. Andrew contributed significantly to Playtech’s

strategy and helped guide the business through a period of substantial

transformation. We wish him all the best in his future endeavours.

It’s a testament to the succession planning work of the Nominations

Committee and the Board that we’ve had such a seamless transition

with Chris McGinnis becoming our new CFO. Chris has done a superb

job as Deputy CFO and Director of Investor Relations, and I believe that

his deep knowledge of Playtech will be invaluable in the years ahead.

Since the start of the new year, we have also welcomed Samy Reeb

to the Board as a Non-executive Director. We are already reaping the

benefits of his broad skillset and extensive experience of working with

global businesses.

One of my highest priorities when joining Playtech was to address the

balance of the Board. While we have made good progress towards

improving the Board’s gender diversity, there is still work to be done

and we are actively focused on taking further steps towards meeting

our ambition of having a more diverse Board.

Sustainability

Following an intense period of corporate activity last year, we enter

2023 with a renewed focus on issues around the environment,

sustainability, and our wider contribution to communities and

society. Our Sustainable Success strategy is central to this and sets

out an ambitious plan for how we intend to bring the principles of

sustainability and responsible business into everything we do.

Despite the competing priorities of a busy year, our newly formed

Sustainability and Public Policy Board Committee met regularly to

review, monitor and advise on Playtech’s sustainability, responsible

business and public policy matters. The Committee also ensures the

continued effectiveness of Playtech’s ESG strategy, ensuring that

weremain truly forward looking and progressive in our plans.

Ukraine/people

The backdrop of the war in Ukraine has put a significant strain on our

people and on the communities in which we operate. While we took quick

and decisive action to minimise disruption to our business, we are mindful

that our colleagues and their families who remain in Ukraine continue to

face very real and dangerous challenges every day as the war continues.

I’m proud of the response from our people who have maintained contact

with those colleagues in Ukraine, assisted with relocation efforts and

provided emergency supplies. We remain committed to doing everything

we can to ensure their safety during these difficult times.

Our people are our greatest asset and I want to thank everyone for

their hard work in helping us to navigate the challenges of the past

year and deliver such a strong set of results.

Looking forward

Whilst we anticipate many of the challenges faced last year to continue

into 2023, I am confident that Playtech’s clear and proven strategy across

both the B2B and B2C divisions positions us well to build on our progress

and deliver another outstanding performance in the year ahead.

Brian Mattingley

Chairman

23 March 2023

Remembering Alan Jackson

It is with great sadness that we lost a dear friend and a

member of the Playtech family – Alan Jackson. Alan was

appointed to Playtech’s Board as a Non-executive Director

during Playtech’s IPO in 2006 and became Chairman in

October 2013, serving a total of 14 years on the Playtech

Board. Alan built an extraordinary and distinguished career

in business and Playtech was fortunate to have benefited

from his leadership, dedication, support, kindness and

enthusiasm. We are grateful for Alan’s contributions, which

were instrumental in making Playtech the company it is today.

We will all miss Alan dearly – may he rest in peace.

“ I am delighted to report another

highly successful year for Playtech

where we delivered strong growth

and made significant progress

against our strategy despite

a challenging economic and

geopolitical backdrop.”

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

United with Ukraine

Supporting the

Playtech family

in Ukraine

“ We express our gratitude for your

significant contribution and assistance

in collecting donations and organising

medical humanitarian assistance

to Ukraine.”

Alyona Novgorodskay

VP Business Development at the

Embassy of Ukraine in the State of Israel

Scale of the

undertaking

>700

Employees in Ukraine

c.300

Employees volunteered

tocontacttheir colleagues

toensure their safety

>250

Playtech employees and

theirfamiliesrelocated

With over 700 team members in Ukraine – over 10% of

our workforce – the war in Ukraine continues to have a

major impact on Playtech. However, an unprecedented

situation also drove a unique response, a response of

whicheveryone at Playtech can be proud, and which put

thesafety and wellbeing of our colleagues ahead of all else.

On 24 February, teams from Playtech’s Kyiv office were

planning an annual winter trip for 250 colleagues. Hours

later, a completely new plan was underway – one which

involved establishing a crisis team, based in our office

in Sofia, Bulgaria, and a process to ensure the safety

ofour staff.

By the evening of 25 February, more than 150 of our

colleagues had volunteered to join what would become

a c.300-strong team. Immediate action included the

establishment of a 24/7 hotline chat group to maintain

contact with every team member based in Ukraine. By

28 February, Playtech had delivered essential supplies

including food, water and eight tonnes of medical

equipment. The most ambitious part of the plan involved

Playtech organising and financing large-scale bus

transportation to help approximately 250 colleagues

andfamily members leave Ukraine, the majority of

whomwere relocated to Sofia.

As the war continues, we’re monitoring current

developments and supporting our employees, ensuring

their safety where possible, providing additional financial

support and offering a range of equipment such as new

laptops with long life batteries and access to satellite

phones, to support them during the current and potential

future energy blackouts.

An incredible

achievement

>€350k

Donations to support the

humanitarian effort in Ukraine

>8 tonnes

Life-saving medical

equipmentdelivered

Charities donated to facilitating

humanitarian support

Strategic Report

Playtech plc Annual Report and Financial Statements 2022

A monumental effort

Built a brand new organisational structure

to deliver:

• medical equipment and mental

health support;

• 24/7 hotline providing employees with

access to our dedicated control centre;

• transportation within and outside Ukraine;

• alternative payment methods while

parts of the banking system were

shut down; and

• food, water and basic supplies within

andoutside Ukraine.

“ The strength and character shown by

everyone in Ukraine was truly humbling

and inspiring. We were fortunate enough to

provide essential supplies to those in need,

and our aim remains to continue to support

our people and assist them in confronting

the challenges they are facing in whatever

way we can.”

Mor Weizer

CEO of Playtech

Behind the numbers and logistics, the story of

Playtech’s response to the Ukrainian war is ultimately

a human one. Every one of the 714 employees based

in Kyiv has been affected in their own way and has

faced individual challenges.

In March, one of our colleagues contacted us in

dire need of help for her family who, displaced by

the invasion, were living in a hotel in Poland. With

no access to food or money, they ate only thanks

to the hotel breakfast for several days. Our team

acted quickly to organise a money transfer to the

hotel, paying for several months’ worth of food and

accommodation in advance. Everyone in the crisis

team was proud that our colleague felt comfortable

in turning to us for help at this most difficult time. As

a result, her 85-year-old grandfather (pictured) was

able to enjoy a hot dinner for the first time in days.

Strategic Report

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Playtech plc Annual Report and Financial Statements 2022

Attractive structural growth drivers in B2B Gambling

The gambling market is in the midst of a super-cycle (see page24),

driven by the expansion of regulated and regulating markets, with

the Americas and Europe leading theway.

At the same time, rapidly shifting consumer and technology

trends have grown the appeal of the Live segment.

Playtech is well placed to capture this considerable opportunity.

Through its investments in innovation, Playtech possesses a

strong technology offering and its sheer scale means it has

access to vast amounts of data, allowing it to generate data

network effects (see page 28), while the variety of its business

model offering from structured agreements to SaaS allows it

toserve almost any operator.

Our investment case

Structural growth drivers

with margin expansion

With an increasingly diversified global offering, Playtech is

primedto accelerate organic sales growth across both the

B2Band B2C divisions.

Global regulated gambling markets, led by the Americas and

Europe, are expected to grow materially. Playtech is well

positioned to participate given its broad, high-quality product

offering, while structured agreements and SaaS allow Playtech to

serve almost any operator across the globe. In our B2B business,

high operating leverage within the attractive Live and SaaS

segments should provide a further tailwind to margins.

Snaitech, our B2C business in Italy, has become a fundamentally

higher quality business post pandemic due to the structural shift

towards the underpenetrated, higher margin online business

andthis is expected to continue to deliver strong growth.

Playtech has the potential to deliver a powerful combination of

top-line growth and margin expansion, which is expected to drive

earnings momentum and high cash flow generation for the Group.

As a result, further investments can be made to position ourselves

advantageously in other newly regulating markets as well as

delivering shareholder returns.

Technology

• Innovation

• Data network effects

See pages 34 to 42

Multiple

organic

growth

drivers...

...and the

means to

capture

value

Product

• Live Casino

See page 29

Business model

• Structured agreements

• SaaS

See pages 30 and 31

Region

• Americas

• Europe

See pages 24 to 27

Strategic Report

Playtech plc Annual Report and Financial Statements 2022

Underpenetrated online

segment set to drive B2C

growth

Underpenetrated Italian

online market

Italy is one of the top two gambling markets in Europe,

along with the UK. Unlike the UK, the online market is still

underpenetrated at 26% versus 58% in the UK and thus we

see scope for the addressable market to grow in Italy. With

average revenue per online customer acquired from retail

sites more than three times higher than those acquired

directly through online channels. Snaitech’s strong brand,

retail presence and cross-selling approach means it is

ideally positioned tobenefit from this growth opportunity.

Potential for margin

expansion is significant

High operating leverage in Live

and SaaS…

Within the Live Casino business, Playtech has already made

significant investments in studio infrastructure. Within SaaS,

Playtech has also invested heavily in data centres to be able

to serve its customer base, while it has already signed up

over 350 customers with scope to increase wallet share.

Investment to date lays the groundwork for higher operating

leverage going forward.

…coupled with the shift to the

B2C online channel…

The Snaitech online business has a significantly higher

margin than retail. As Snaitech looks to continue to migrate

retail customers to online in addition to acquiring native

online customers, we should continue to see the share of

the online segment increase.

…to drive margin expansion

across the Group

With both the B2B and B2C segments exposed to margin

accretive factors, we expect Playtech to be able to deliver

margin expansion in the years ahead. This, combined with

accelerating top-line growth, will deliver earnings growth

forPlaytech’s shareholders.

2 3

Further upside from

European expansion

Outside of Italy, there is the potential to acquire

retail-focused assets in neighbouring European countries

with low online penetration at attractive multiples, with a

view to growing the online business given the track record

of existing Snaitech management.

26%

Italy online

penetration

58%

UK online

penetration

1 Source: H2GC (includes betting and gaming and excludeslotteries).

Our strategy

Delivering consistent growth

in a sustainable way

B2B: well positioned in markets set for growth

Be the partner

of choice for

newly regulating

markets

Capitalise on

Live and SaaS

opportunities

Growth in the gambling industry is primarily

driven by regulation – growth comes from

markets that are early in the journey of

regulating, which then moderates as markets

progressively mature. We aim to be the

partner of choice for operators in newly

regulating markets, with a particular focus

onthe Americas and Europe.

The US represents a huge revenue

opportunity of $3 billion for Playtech on a per

annum basis across iGaming, online sports

and platform (see page 25).

The LatAm region has strong structural

drivers (see page 26). With Caliente providing

the blueprint for success in this region,

Playtech is ideally positioned to deliver

strong growth via its structured agreements

in multiple countries, including Brazil.

Finally, there continues to be strong potential

in European markets that are either regulating

or underpenetrated online where Playtech

can bring the strength of its offerings to bear

such as the Netherlands and Spain.

Link to KPIs

1 2 3 4 5 6 7

Link to risks

1 2 3 4 5 6 7

Live represents an enormous opportunity

(see page 29), in which Playtech has invested

heavily. Ten studios are currently operational

with a further one in Pennsylvania under

construction. We have more than doubled

the number of tables over the past four years

and invested in both the latest cutting-edge

technology and branded gaming rights

such as Jumanji™. With significant operating

leverage in the business, growth in Live is

margin accretive.

The SaaS business model (see page 31)

allows Playtech to serve those operators

looking for Playtech’s content without the

platform, thus increasing the Company’s

total addressable market. With investments

already made in building out infrastructure,

such as data centres, SaaS is a high-margin

segment. Although SaaS revenues have

been growing strongly, revenue from each

operator represents a small proportion

of their wallet. Thus, we see ample scope

to increase wallet share amongst these

existingcustomers.

Link to KPIs

1 2 3 4 5 6 7

Link to risks

1 2 3 4 5 6 7

With exciting areas of growth in regulated

markets and several technology trends (see

technology trends on page 28) maturing at

the same time, there is a need to continue to

invest in the B2B Gambling division to ensure

Playtech maintains and grows its market

share lead. We see opportunities across

the B2B business where we can improve

efficiencies and eliminate duplication, the

savings of which can be used to fund any

required investments.

Link to KPIs

1 2 3 4 5 6 7

Link to risks

1 2 3 4 5 6 7

Realign resources

to reflect B2B

growth areas

Playtech has a clear plan to continue to drive growth in a responsible and

sustainable way. Here we outline the medium-term strategic priorities for both

theB2B and B2C divisions, which will enable us to deliver revenue growth,

expand margins and generate shareholder andstakeholder value.

1 2 3

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Holland Casino: very strong start

During 2021, Playtech signed a new, expanded long-term strategic

software and services agreement with Holland Casino, the

state-owned land-based casino operator in the Netherlands – a

top ten market in Europe that opened its regulated online gambling

market in October 2021. Playtech now supplies Holland Casino

with a full turnkey, multi-channel technology package, as well as

certain ancillary services.

Holland Casino is off to an impressive start given its first mover

advantage and was the biggest driver of revenue growth in Europe

in 2022, illustrating the significant growth opportunities of newly

regulated markets. Combined with the launch of Casino and Poker

with Bet365 in the Netherlands in early 2022, Playtech is well

positioned to capitalise on the Netherlands market.

Case studies of executing in newly regulated markets

Strategy in action

Caliente: successful blueprint

Caliente in Mexico provides the blueprint for executing on structured

agreements (see business model section on page 30) in other markets.

The idea is to select a “local hero” in a country with favourable market

dynamics, and look to grow with that partner as the market grows. Playtech

contributes its market-leading technology as well as expertise and

experience in launching onlinebusinesses in newly regulating markets,

while the partner typically has a strong brand and deep knowledge of

local markets. The results, with aligned incentives, can be impressive.

Revenues within Mexico, the majority of which originate from

Caliente, have grown at a CAGR of 66% between 2015 and

2022 and Caliente now represents our largest customer when

measured by revenue. The attractive economics of a structured

agreement, which typically includes a higher revenue share for

Playtech, means that the profit margins are high.

With structured agreements signed in several other LatAm

countries including Colombia with Wplay and Brazil with Galerabet,

Playtech is in a strong position to build upon the Mexicansuccess

story across the LatAm region.

66%

CAGR

Mexico revenues

$m (FY15–FY22)

2022

2021

2020

2019

2018

2017

2016

2015

“ Alongside Playtech’s unrivalled

multi-channel technology, its strong

track record in delivering industry-

leading software to newly regulated

markets makes it a trusted and

experienced supplier.”

Erwin van Lambaart

CEO, Holland Casino

Strategic Report

Playtech plc Annual Report and Financial Statements 2022

Our strategy continued

B2C: build a pan-European B2C presence

Leverage retail

presence to

grow Snaitech’s

online business

Optimise

HAPPYBET

for online

Italy is one of the top two gambling markets in

Europe, along with the UK. Unlike the UK, the

online market in Italy is still underpenetrated

– 26% currently versus 58% in the UK. As a

result, we see significant scope for the higher

margin online business to grow.

Snaitech’s strong retail brand is critical to

its success and a competitive advantage

compared to online operators, particularly

in light of the advertising ban in Italy. With

average revenue per online customer

acquired via retail sites more than three times

higher than those acquired directly through

online channels, Snaitech’s cross-selling

approach means it is ideally positioned to

benefit from this growthopportunity.

Link to KPIs

1 2 3 4 5 6 7

Link to risks

1 2 3 4 5 6 7

HAPPYBET now sits under the management

of the Snaitech team which has initiated a

process to optimise HAPPYBET’s online

business. This involves rationalising its retail

footprint with significant investment in the

online business, mirroring the successful

Snaitech strategy.

With Germany moving towards legalising

gambling, HAPPYBET is in a strong

position, having been awarded one of the

few available online sports betting licences

in Germany.

Link to KPIs

1 2 3 4 5 6 7

Link to risks

The Snaitech management team

transitioned the business to take advantage

of the shift to online. With this high-quality

management team in place, there is scope

to utilise this skill set and experience outside

of Italy, within neighbouring European

countries. Consolidation of HAPPYBET’s

position in Germany and Austria through

M&A looks attractive, while acquiring assets

in other neighbouring European countries

provides further opportunity.

Link to KPIs

1 2 3 4 5 6 7

Link to risks

1 2 3 4 5 6 7

Targeted

M&A to expand

Snaitech

4 5 6

1 2 3 4 5 6 7

See risk section on pages 85 to 90

See KPI section on pages 16 and 17

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Embedding sustainability

into our culture

In 2021, Snaitech became a member of two leading Italian

associations for DEI: Parks – Liberi e Uguali and Valore D.

Parks – Liberi e Uguali works with companies to understand

and realise the full business potential of developing strategies

and best practices that respect diversity and inclusion.

Valore D is the first association of companies in Italy that has

been committed to gender balance and an inclusive culture in

organisations in Italy for more than ten years.

In 2022, Snaitech continued its collaboration with the two

associations to raise awareness of inclusion in the workplace

and generate a corporate culture that is better able to channel,

orient and welcome all diversity.

The goal of the campaign, “La consapevolezza prende forma”,

was to further grow and strengthen our commitment in this

direction. Snaitech held training sessions on diversity and

inclusion issues, which included three webinars in 2022.

Strategy in action

The transformation of Snaitech:

a fundamentally higher quality business post pandemic

Larger addressable

market

Since Playtech acquired Snaitech in 2018,

it has transformed into a higher margin,

less capital intensive business with a larger

addressable market.

Snaitech’s efforts to leverage its leading

retail network and brand have created a

larger online business. As the pandemic

accelerated the shift to online, Snaitech

capitalised on the opportunity by launching

dedicated promotions to migrate customers

to online from retail.

With online revenues in 2022 remaining

stable despite retail having reopened, it’s

evident that some of these onboarded

customers continue to spend at least part of

their wallet online. New customers were also

onboarded directly via the online channel,

further increasing the addressable market.

Snaitech revenues by channel

€’m

666

2022

2021

2020

2019

234

364 158

355 230

729

Retail Online

100

Higher margin

The pandemic accelerated the shift to

theonline segment.

Snaitech revenue mix

(retail v online)

2022

2019 88 12

74 26

Retail Online

Given the lower overheads and greater share

of Net Gaming Revenue (NGR), the online

segment is a higher margin business. This

has resulted in Snaitech becoming a higher

margin business overall.

2022 Snaitech EBITDA margin

18Retail

Online 56

Snaitech EBITDA margin

202019

2022 28

Less capital intensive

The retail business requires more capital

expenditure to grow, given the licence

renewal fee is higher for retail compared

to online, in addition to Snaitech owning

a proportion of the gaming machines. As

a result, online is a less capital intensive

segment and thus benefits from a higher

return on assets.

Snaitech 2018–2022 average

capex tosales ratio

Note: HQ Snaitech capex apportioned between

retail and online by revenues.

6Retail

Online 2

Strategic Report

Playtech plc Annual Report and Financial Statements 2022

Key performance indicators

Financial

Group revenue growth

33%

2022

2021

2020

2019

2018

(25)

Definition

Increase in revenue from continuing operations divided by

prioryear revenue.

Why are we focused on it?

Revenue is a key driver of the business and is reported in detail

across geography and business unit. The measure enables us

to track our overall success and our progress in increasing our

market share.

2022 performance

Group revenues grew 33% in 2022 driven by continued strength

inregulated B2B markets and Snaitech.

Link to strategy

1 2 3 4 5 6

Adjusted EBITDA margin

25%

2021

2020

2019

2018

2022 25

Definition

Adjusted EBITDA shown as a percentage of revenue from

continuing operations. We use adjusted EBITDA to aid comparison

year to year.

Why are we focused on it?

Adjusted EBITDA margin is a measure of improving profitability in

our business and helps to evaluate the leveraging of our operating

assets. It also determines the quality of revenue growth.

2022 performance

Adjusted EBITDA margin declined 90bps in 2022 due to the

reopening of sites in the lower margin retail segment in Snaitech.

Link to strategy

1 2 3 4 5 6

Diluted adjusted EPS

51.5c

2022

2021

2020

2019

2018

51.5

40.9

8.8

44.6

73.9

Definition

Profit before exceptional items attributable to equity shareholders

of the Group from continuing operations, divided by the weighted

average number of ordinary shares outstanding after adjustment

forthe effects of all dilutive potential ordinary shares.

Why are we focused on it?

Earnings per share reflects the profitability of the business and how

effectively we finance our balance sheet. It is a key measure for

ourshareholders.

2022 performance

The increase is mainly driven by revenue and EBITDA growth in

2022 versus 2021, flowing through to earnings per share. The

adjusted measure is used to ensure comparability between years.

Link to strategy

1 2 3 4 5 6

Adjusted operating cash flow

1,2

€397m

€’m

2022

2021

2020

2019

2018

397

318

276

303

342

Definition

Operating cash flow after adjusting for changes in jackpot balances,

client deposits and client equity, professional expenses on

acquisitions and ADM security deposit.

Why are we focused on it?

Delivery of increased cash generated from operations allows us

toinvest in further growth opportunities across our business as

wellas delivering shareholder returns.

2022 performance

The increase is mainly driven by growth in earnings in 2022

versus 2021.

Link to strategy

1 2 3 4 5 6

1 From continuing operations.

2 Includes Finalto up to and including FY20. Adjusted for Snaitech’s PREU tax payment of

€90 million relating to 2020, which was paid in 2021 due to circumstances around COVID-19.

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Non-financial

Powering licensees

with safer gambling

solutions

13 brands

Integrated with

BetBuddy

2022

2020

2021

2019

2018

8 3

7 2

2 2

13 6

7 2

Brands Jurisdictions

Definition

Number of brands in jurisdictions that

were integrated throughout each year

withPlaytech Protect solution, BetBuddy.

Why are we focused on it?

As a business, the most impactful

contribution that Playtech can make to

the industry and in society is through the

provision of technology to advance safer

gambling and player protection.

2022 performance

BetBuddy has expanded into three

new jurisdictions, having been adopted

by clients in Germany, Portugal and

Switzerland. To cope with the growth of

its customer base, the platform has been

migrated to cloud architecture.

Link to Sustainability Success pillars

Pioneering safer gambling solutions

Scope 1 and 2

greenhouse gas (GHG)

emissions

39.6%

Reduction since

baseline year, 2018

2022

2021

2020

2019

2018

6,970

7,892

9,316

10,914

11,543

Definition

Amount of carbon dioxide equivalent

(CO

e) emitted through the energy used

within all our assets, including office

buildings, racetracks, live studios and data

centres. More details on the methodology

can be found in the Responsible Business

and Sustainability Addendum to the

Annual Report 2022.

Why are we focused on it?

The environment, and particularly climate

change, is a growing area of concern

for Playtech, its investors and its other

stakeholders. In 2019 Playtech introduced

a GHG emissions target to guide its

energy reduction efforts. The Company’s

ambition is to reduce its absolute Scope

1 and 2 GHG emissions (location based)

by 40% by 2025, using 2018 as the

baseline year.

2022 performance

Playtech’s total Scope 1 and 2 (location-

based) emissions decreased by 11.7% in

2022. Since 2018, they have decreased by

39.6%, meaning that Playtech is very close

to achieving its 40% reduction target. One

of the major areas of focus was to switch

our material operations to renewable

energy, where possible, with 56.4% of

Playtech’s total energy consumption

derived from renewable energy sources,

up from 10.8% in 2021. Another notable

area of progress is the Company’s formal

commitment to set near-term and net

zero targets through the Science Based

Targets initiative (SBTi).

Link to Sustainability Success pillars

Powering action for positive

environmental impact

Gender diversity

at senior leadership

level

26%/74%

Female/male ratio

2022

2021 23 77

26 74

Female Male

Definition

Percentage of male and female

employees in senior leadership positions.

Why are we focused on it?

Playtech aims to foster a respectful and

supportive workplace that enables every

colleague to have the same opportunity

regardless of regardless of background,

gender, ethnicity, cultures, beliefs and

other attributes that represent our

customers and community. The Company

has set out a specific diversity target to

increase the representation of people

who identify as female amongst its

leadership population by 35% by 2025

against the 2021 baseline year, with an

ultimate ambition to achieve equality in

theworkplace.

2022 performance

Playtech conducted a systematic review

to strengthen our measurement and

reporting methodologies and processes.

This data has been instrumental

in implementing a programme of

improvements as we enhance diversity

as part of recruitment and selection,

development and succession planning,

with a particular focus on leader and

manager recruitment processes.

Link to Sustainability Success pillars

Promoting integrity and an

inclusive culture

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Chief Executive Officer’s review

Strong momentum

positions us well to deliver

on 2023 strategic priorities

Overview

Playtech made excellent progress on its strategic priorities

throughout 2022, with growth in both the B2B and B2C businesses.

As a result, the Group enters 2023 well-positioned to execute on

compelling market opportunities across both B2B and B2C.

Playtech’s B2B Gambling business remains focused on opportunities

in regulated or soon to be regulated markets. The Group continues

to target high-growth markets including the US, Latin America

and certain parts of Europe. In addition to growing in the attractive

Live market, Playtech continues to expand its portfolio of strategic

agreements. These helped the B2B segment to deliver revenue

growth of 14% (+11% on a constant currency basis) in 2022. At the

profit level, B2B Adjusted EBITDA grew a healthy 15% to €160.2 million

in 2022 compared to €139.2 million in 2021.

In the US and Canada, Playtech made great strides to establish itself

as one of the key players in this market. The long-term opportunity

across Playtech’s full product suite remains significant. In early

2023, a landmark agreement was signed with Hard Rock Digital to

provide Casino and Live, amongst other content, in North America,

accelerating our US strategy. In addition, having signed with Parx

Casino in 2021 in the US, Playtech grew its footprint with Parx by

launching its IMS platform in Pennsylvania and entered Ohio and

Maryland in 2023.

Playtech also signed several new deals in the period, including Golden

Nugget (Casino and Live in New Jersey and Michigan), and WynnBET

(multi-state deal to launch Live and Casino), while 888 and Resorts

Digital Gaming both signed up for Casino and Live in New Jersey.

Good progress was also made in Canada where Ontario became

the first province in Canada to regulate online gambling. This has

continued into 2023 with Playtech announcing in February that it has

taken an equity investment in NorthStar and extended the scope of

itsrelationship.

Playtech’s presence in Latin America continues to go from strength to

strength as existing agreements with Caliente in Mexico and Wplay in

Colombia continue to perform well. Playtech also opened a new Live

Casino facility in Peru as it continues to extend its presence across the

region. Looking ahead, the Company is looking forward to growing its

presence in the exciting, soon to be regulated Brazil market.

Playtech remains committed to diversifying its B2B division by

bringing on new brands and licensees. As well as making progress

with new strategic agreements and joint ventures, Playtech also

maintained its track record of attracting new brands to its SaaS

offering. Playtech launched over 100 brands in the period, with more

than 350 new brands now live since launching the SaaS offering

back in 2019.

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Mor Weizer

Chief Executive Officer

Playtech’s B2C Gambling business, Snaitech, recorded another

remarkable performance as revenue grew 54% compared to 2022.

Adjusted EBITDA, meanwhile, was 39% higher than the previous

year, benefiting from retail sites in Italy remaining open throughout the

year as well as the strength of online. The online segment continues

to see impressive growth, indicating that the addressable market has

expanded post-pandemic. Snai maintained its number one market

share position (retail and online combined measured by GGR) across

Italian sports betting brands in 2022, cementing its reputation for

consistent operational and brand strength, whilst also being a fast-

growing player in Italy in the online sector when measured by GGR.

The sale of Finalto was completed in July 2022 for cash proceeds

of $228.1 million resulting in a profit on disposal of €15.1 million

and represents a significant step forward in the Group’s strategy

to simplify the Group, allowing it to focus on the high-growth B2B

gambling and B2C gambling markets.

Playtech’s strong performance in 2022 was underpinned by

the energy, enthusiasm and professionalism of the Company’s

employees. They are the lifeblood of the business and do an

outstanding job supporting the Group’s customers.

Supporting the Playtech family in Ukraine

It has been more than a year since Russia’s invasion of Ukraine

and unfortunately the conflict continues to have a devastating

impact. While the Group’s continuity plans mean that Playtech

has experienced minimal disruption to its business activities, the

c.700 employees based in Ukraine remain front of mind. Playtech

is committed to doing everything it can to ensure the safety of them

andtheir families.

The Board and management team continue to be moved by

the generosity and support that the Group’s colleagues have

demonstrated in maintaining contact with those who remain in

Ukraine. Despite the other pressures facing the business last year –

including significant corporate activity – they have constantly sought

to do whatever they can to provide assistance in the form of ongoing

communications, logistics and financial support.

“ Playtech’s strong performance

in 2022 was underpinned

by the energy, enthusiasm

and professionalism of the

Company’s employees.”

B2B Gambling

Core B2B Gambling

Regulated markets

Playtech’s B2B Gambling business remains focused on opportunities

in regulated or soon to be regulated markets. The Group continues

to target high-growth markets, including the US, Latin America and

certain parts of Europe.

Regulated markets delivered revenue growth of 22% (+18% on

constant currency basis) compared to FY 2021, driven by strong

revenue growth from the Group’s partners in Latin America, Holland

Casino in the Netherlands, as well as strong growth in other regulated

markets such as Poland, Spain and Ireland.

The Americas

The Americas is at the centre of our strategy for Core B2B Gambling.

The region maintained its impressive record of growth, with FY

2022 revenue up 43% (+27% at constant currency) compared to

FY 2021. This was powered by strong growth from Caliente as well

as increasing contributions from other customers, including Parx

in the US.

Accelerating the Group’s presence in the US remains a key strategic

priority for Playtech, as proven by the strides taken last year to

capitalise on the favourable regulatory environment. Having signed

a strategic agreement with Parx Casino in 2021, Playtech has been

increasing its footprint with Parx and this is starting to translate into

greater revenue contribution. In 2022, Parx launched its IMS platform

in Pennsylvania, which involved a complex migration, and will serve

as a useful blueprint for future deals. In addition, Playtech launched its

IMS, Casino and POP products in New Jersey, while in 2023, the IMS

was rolled out in Ohio and Maryland. Playtech now has a presence

with Parx in Michigan, Pennsylvania, New Jersey, Ohio and Maryland.

Further product launches in additional states with Parx are expected

going forward. Pokerstars also launched the Casino product in New

Jersey, while 888 launched Live Casino in Michigan in 2023.

Several new deals were also signed in the US, including Golden

Nugget (Casino and Live in New Jersey and Michigan), Rush Street

Interactive (multi-state deal for Casino), and WynnBET (multi-state

deal tolaunch Casino and Live), while 888 and Resorts Digital Gaming

both signed up for Casino and Live in New Jersey.

In March 2023, Playtech signed a landmark agreement with Hard

Rock Digital, the exclusive, global vehicle for online for Hard Rock

International, to provide Casino and Live amongst other content, in

North America. These products will also be supplied outside of North

America in addition to the IMS and services including marketing and

operations. As part of the agreement, Playtech has also invested

€80million in exchange for a low single digit % minority equity

ownership stake, the proceeds of which will be used to help fund

HardRock Digital’s continued global expansion.

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

B2B Gambling continued

Core B2B Gambling continued

Regulated markets continued

The Americas continued

Meanwhile, Playtech delivered several significant product launches

across core markets. In the newly regulated Canadian province of

Ontario, NorthStar launched multiple products. In addition, Bet365

and 888 both went live in Ontario with Casino and Live on the first day

the market became regulated. Towards the end of 2022, FanDuel,

Mansion and Casumo all launched the Casino and Live products.

In February 2023, Playtech announced an expansion of its

partnership with NorthStar. Playtech has taken an equity investment

in NorthStar. The proceeds of this investment will be used to

accelerate the growth of NorthStar’s footprint across Ontario and

future regulated markets across Canada. The agreement also

expands the scope of Playtech’s offering to NorthStar to include

operational and marketing services, in addition to the IMS platform,

Casino, Live, Poker and Bingo solutions already launched.

Playtech delivered against its commitment to further expand its

infrastructure in high-growth markets, such as the US. Having

already opened Live studios in New Jersey and Michigan, another

Live facility is under construction in Pennsylvania and is expected to

open in 2023. Behind the Company’s growing physical presence are

an increasing number of employees focused on sales, operations

and back-office functions, taking head count to more than 130 at

theend of 2022.

Following the repeal of PASPA in 2018, each year that passes has

seen a growing number of states approve legislation to legalise

sports betting. While 2022 saw further progress, California was

notable in voting to reject the legalisation of online sports betting and

in-person sports betting at tribal casinos and private horse tracks.

Chief Executive Officer’s review continued

This may delay legislation in states that have yet to approve sports

betting, but the expectation remains that these states will eventually

look to approve legislation. In 2022, Playtech received licences

for Pennsylvania, Colorado and Ohio with Maryland received in

2023, taking the total number of US states where Playtech has a

licence to nine.

Online casino is allowed at the discretion of individual states. No new

states have authorised Online casino in 2022, although there are

several states where iGaming legislation is being considered.

Playtech’s presence in Latin America continues to go from strength

to strength, with existing agreements with Caliente in Mexico and

Wplay in Colombia continuing to perform well. Looking further ahead,

Playtech is well-positioned to continue its growth and capitalise on

other strategic agreements in Latin America in the years ahead.

Playtech also opened a new Live Casino facility in Peru, giving

the Company a strong base from which to serve both its existing

clients in Latin America and prospective clients in newly regulated

markets in the region. Several customers, such as Wplay, Bet365 and

BetVictor, have launched tables in the new Live facility with demand

proving strong so far. Given the success of legislation in markets like

Colombia, Playtech anticipates continued favourable regulation and

strong growth in the region in the years to come.

One example of this is in Brazil, where sports betting legislation

has been passed and is expected to be implemented in the near

future. Brazil is anticipated to be a significant market given the large

population and love of sports. The Company has an exciting strategic

agreement in place with Galerabet, with economics similar to its

other arrangements in Latin America, in anticipation of regulation in

this market.

Europe ex-UK

2022 B2B revenue growth in Europe ex-UK of 31% (+31% at constant

currency) was driven by strong growth across several countries,

including Netherlands, Spain, Poland and Ireland.

The move towards greater regulation in Europe continues to

represent significant growth opportunities. The first full year of

Playtech’s new, expanded long-term strategic software and services

agreement with Holland Casino has seen an impressive start.

Playtech now supplies Holland Casino with a full turnkey multi-

channel technology package, as well as certain ancillary services.

The agreement includes the IMS platform, Sports betting, Online

Casino, Live Casino, Poker and Bingo products, plus selected

operational and marketing services. While growth rates moderated

as the year went on, the partnership is continuing to see the benefits

of its first mover advantage. It was a key driver of revenue growth in

Europe in 2022, illustrating the significant growth opportunities of

newly regulated markets. This agreement, as well as the launch of

Casino and Poker with Bet365 and Unibet in the Netherlands in 2022,

means Playtech is well positioned to capitalise on the newly regulated

Netherlands market.

Elsewhere in Europe, the Company invested in its physical

infrastructure by expanding its Live facility in Romania. The facility

now also includes Blackjack and Poker studios, enabling Playtech

to serve its customers with an even wider and more diverse suite of

products. In terms of new customers, the Live business launched with,

among others, Betsson in Italy and Pokerstars in Greece.

Playtech’s Casino business made great progress opening up new

territories with its existing customer base, such as Pokerstars and

Betsson in Greece, Leo Vegas in Spain, Betway and 888 in Italy,

Stoiximan in The Czech Republic, Betano in Bulgaria and Fortuna

in Slovakia. This clearly demonstrates the scalability of Playtech’s

business model.

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

The UK saw revenue decline 4% (-5% on a constant currency basis)

compared to FY 2021, where the positive impact of the reopening of

retail stores from mid-April 2021 was more than offset by a decline in

revenue from Entain in addition to a slowdown in the online business

caused by the uncertain regulatory climate.

The UK Government is currently undertaking a review into existing

gambling laws in the UK. In response, several operators are taking

pre-emptive measures such as stake limits and affordability checks in

an attempt to show regulators that the industry is able to self-regulate.

In December 2020, the UK Government announced a call for

evidence to review the existing gambling laws in the UK. Since the

initial 16-week call for evidence, which ended on 31 March 2021, the

Government has been assessing the evidence presented, alongside

other data, with the aim of setting out conclusions and any proposals

for reform in a White Paper. Playtech submitted data and evidence

relating to the call and will support this wherever possible going

forward. The White Paper was due to be published in 2022, but

this has been delayed with media reports suggesting it is due to be

published imminently.

Playtech remains committed to the UK market and will actively

support its customers in implementing any necessary changes

following the White Paper’s expected publication. Playtech has been

actively involved in discussions around safer game design and online

advertising for some time. By using its technology and data to support

its licensees in safer gambling, the Company is confident that it will

remain the go-to platform for regulated markets including the UK.

Other unregulated (excl. Asia)

The Group’s strategy to focus on both regulated and regulating

markets includes unregulated markets which are expected to

regulate in the near future. These are classified in the “Unregulated

excl. Asia” line within B2B Gambling. These unregulated markets

(excluding Asia) were up 11% year on year (+10% at constant currency)

versus 2021, primarily driven by very strong growth in Brazil, offset

in part by adecline in Germany, which saw regulatory changes, and

Netherlands moving to a regulated market in 2021.

In Canada, recent legislation means that single-game sports betting

is now allowed at the discretion of individual provinces. Seven

provinces, including the country’s largest province, Ontario, began

allowing bets to be placed on single-game sporting events. Since

then, as of 4 April 2022, Ontario has become the first fully regulated

online gambling market in Canada, with iGaming launched as well.

As other provinces across Canada introduce sports betting and

iGaming, the market opportunity in North America will continue to

grow. In line with the Company’s strategy to target newly regulating

markets, Playtech signed a strategic agreement with NorthStar

Gaming in January 2022.

The Company also took steps to establish its presence in South

Africa, a nascent but fast-growing market, which permits sports

betting and Live casino. Towards the end of 2022, Playtech

launchedCasino and Live products with TsogoSun.

Unregulated Asia

Revenue from the Unregulated Asia business declined 18% (-21%

on a constant currency basis) compared to 2021. The decline was

largely the result of further lockdowns in China during the year. As it

stands today, the Asia business is much more diversified in terms of

both distributors as well as geographies compared to recent years.

The Company incurred a bad debt provision of €15.4 million in H1 22

following continued collection delays in the region.

B2B – Product Developments

Playtech remains committed to diversifying its B2B Gambling

division by bringing on new brands and licensees. As well as making

progress with new strategic agreements and joint ventures, Playtech

also maintained its track record of attracting new customers in both

regulated and regulating markets to its SaaS offering. Playtech

launched over 100 brands in the period, with more than 350 now live

since the launch of its SaaS model in 2019.

In August 2022, Playtech launched The Walking Dead™ 2, taking

advantage of the exclusive rights it acquired for Online Casino in

2021. A second title is planned to launch in 2023, with both expected

to engage and retain a large audience. Alongside partnerships

with major licensed brands, Playtech’s Casino content strategy

continues to focus on the development of original brand suites,

known as Playtech power suites, with the likes of Age of the Gods™

and Fire Blaze™ producing some of Playtech’s most popular slots.

Leprechaun’s Luck became Playtech’s top-performing new game

of 2022 and was shortlisted for Game of the Year in the 2022

EGR awards.

In terms of other notable product developments, the Live team

launched Safari Riches Live, a live casino slot game created

exclusively for 888. This marks a major milestone as it represents the

first time a slot brand developed by 888 has been transformed into

a bespoke live casino game. Elsewhere, the Live team also signed

up the exclusive global rights to Jumanji, including for the US, and

plans to launch a game in 2023. Other highlights include Everybody’s

Jackpot and The Greatest Cards Show, which have both broken new

ground technologically. Everybody’s Jackpot features first of its kind

“Unreal engine” metaverse technology, while The Greatest Cards

Show’s augmented reality and horizontal wheel – a Live sector first –

makes it one of Playtech’s most sophisticated games yet.

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

B2C Gambling

Playtech’s B2C business consists of Snaitech (including HAPPYBET)

and the White Label operations, which is primarily Sun Bingo. Overall,

B2C revenues grew 48% compared to FY 2021 at constant currency,

while Adjusted EBITDA grew 38%.

Snaitech

Italy

Snaitech delivered another year of significant growth in FY 2022, with

revenue up 54% compared to the prior year, while Adjusted EBITDA

grew 39% versus FY 2021. This exceptional performance was

primarily driven by the reopening of retail sites in Italy, which occurred

at the end of June 2021 and have since remained open.

As a result, retail sales grew significantly in the period and are within

10% of pre-pandemic levels. This is a good performance given a

small proportion of franchise retail shops closed permanently, some

customers permanently transitioned to the online channel and new

legislation – introduced in January 2020 – that requires customers

to present ID card to enter retail shops. At the EBITDA level, the

retail segment has now surpassed 2019 pre-pandemic levels on an

absolute basis, while EBITDA margins are also higher than 2019 levels

driven by an increasing proportion of revenue generated from the

higher margin sports betting segment and a lower retail sports pay out

in 2022 compared to 2019.

The online business grew 2% in 2022 versus 2021 despite retail

shops being reopened in June 2021, suggesting a combination of a

proportion of existing retail customers permanently shifting to online

in conjunction with new customers being onboarded via the online

channel. Adjusted EBITDA margins remained high at 56% in 2022

versus 59% in 2021.

As disclosed at the FY 2021 results, Snaitech has begun the formal

sale process of La Maura Racetrack in Italy. €1 million was received

on signing in July 2021, with the remaining €19 million expected

to be received in instalments in 2024. We have now received

€56million from the sale of “non-core” land since the acquisition of

Snaitech in 2018.

Snai maintained its number one market share position (retail and

online combined measured by GGR) across Italian sports betting

brands in 2022, cementing its reputation for consistent operational

and brand strength, whilst also being a fast growing player in Italy in

the online sector when measured by GGR.

Chief Executive Officer’s review continued

Finally, the 2023 budget law postponed the expiration of all

concessions such that all licenses in Italy, including online and retail,

have been extended until December 2024 at a total cost of €24 million

in 2023 and €34 million in 2024. Beyond 2024, talks are continuing

to find an agreement with local authorities on a common and

homogeneous set of rules.

Germany and Austria

HAPPYBET (now reported as part of Snaitech) saw revenue growth

of 10% in 2022 compared to 2021. This was primarily driven by

the reopening of retail sites and early progress after the Snaitech

management team took control of HAPPYBET’s operations. The

business remains loss making with EBITDA of €-10.8 million in 2022

(2021: €-11.4 million), but strategic and operational measures have

been taken.

In 2022, the team at Snaitech has already made good progress

upgrading HAPPYBET’s technology infrastructure, enhancing the

product and services offering, deploying new marketing strategies

and activities to increase brand awareness and realising costs

synergies between HAPPYBET and Snaitech. This will in time drive

the performance of both retail and online. Germany’s Interstate Treaty

regulated online slots, online poker and sports betting. Playtech has

been awarded one of the few available online sports betting licenses

in Germany through HAPPYBET and has already launched an online

offering. With structural growth drivers and a turnaround strategy

being implemented by a strong management team, the Group is

confident of its prospects going forward.

Sun Bingo White Label

Sun Bingo White Label saw 5% revenue growth to €65.3 million

(2021:€61.9 million) while Adjusted EBITDA was €2.0 million, down

from €6.7 million in 2021. As disclosed at H1 2022 results, reported

EBITDA includes a €10.4 million payment to terminate an onerous

contract with a former service provider. The termination of the

agreement has positively impacted the profitability of the business.

“ We are committed to

growing our business in

a sustainable way, that

builds long-term value

for our stakeholders.”

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Safer gambling and sustainability

As a technology leader in the gambling sector, we are committed to

growing our business sustainably and in a way that builds long-term

value for our stakeholders. To meet this ambition we have set out a

five-year strategy that sets out a roadmap that moves us towards fully

integrating sustainability and responsible business into our culture,

strategy and operations.

As I reflect on our sustainability journey over this past year, I am

most proud of our efforts to safeguard and support our Ukrainian

colleagues and their families. The strength and character shown

by our people is truly humbling and inspiring. As the war continues,

we remain steadfast in our support to our affected colleagues and

their families – continuing to assist them in confronting the ongoing

challenges they face in whatever way we can, as well as providing

ongoing humanitarian aid across the country.

I am also pleased that we have continued to make progress in all

areas relating to sustainability including safer gambling, diversity

and climate change. We have taken significant steps to strengthen

sustainability governance and accountability, as well as further

enhancing our commitments on climate change and gender diversity.

Highlights include:

• Strengthening governance with frequent engagement with the

Board Sustainability and Public Policy Committee in addition to

engagement with our external stakeholder advisory panel.

• Enhancing accountability by extending the application of

sustainability-linked remuneration to executive management and

selected leaders, focusing on delivery around safer gambling,

reducing our environmental impact and diversity and inclusion.

• Expanding our engagement and partnership with our licensees

and other partners on safer gambling technology solutions through

Playtech Protect whilst also advocating for strong safer gambling

policy and standards across regulated and emerging markets.

• Progressing towards our aspiration for workplace equality

with female representation within our leadership population

increasing to 26%.

• Reinforcing our commitment to contribute to a low carbon

future with a significant shift to renewable energy and a formal

commitment to the Science Based Target Initiative (SBTi) to set

both near-term and net zero targets.

As we look to 2023, we will focus on further embedding sustainability

into our culture and key decision-making processes.

Corporate activity

Completion of Finalto sale

Having completed the sale of Finalto to Gopher Investments in July

2022, Playtech has taken a significant step towards simplifying the

Group and to focus on its technology-led offering as a pureplay

business in the high-growth B2B and B2C gambling markets. The

sale was agreed for an enterprise value of $250 million, although this

amount was reduced to $228.1 million based on the performance

of Finalto from 1 January 2021 to completion. Completion of the

transaction also triggered payment of a break fee of $8.8 million which

Playtech is required to pay to the Consortium that had previously

agreed to acquire Finalto, while profit on disposal of Finalto amounted

to €15.1 million. The sale proceeds were partly used to repay the

outstanding balance on Playtech’s revolving credit facility with the

remainder of proceeds used for general corporate purposes.

Mor Weizer

Chief Executive Officer

23 March 2023

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Market trends

Regulation, technology

and online: where the

market is heading

Playtech operates in a dynamic, fast changing environment and is well placed to take

advantage of marketplace trends. This section examines our operating environment

across four trends around regulation, sustainability, technology and the shift to online.

1) A super-cycle driven by a trend towards regulation

Regulation is the key driver of growth in the gambling industry

Regulation is the key driver of growth in the gambling industry. Those countries that become newly regulated tend to see strong growth early on,

which is why it is crucial for operators and technology partners to build a presence in a country that is about to be regulated or is newly regulated.

However, growth typically slows down after a certain period. This tends to be driven by three main factors. Firstly, there is increased competition

as new players enter the market, causing pricing pressure. Secondly, as markets mature, they become saturated due to limited demographic

growth. Thirdly, regulation typically becomes more stringent over time. For example, in the mature UK market, we have seen a tightening of

ruleson age and identity checks and a ban on gambling using credit cards.

Deviations from the broad shape of the curve are mainly attributable to the stringency of regulations in a country. For example, Spain has

implemented strict restrictions on advertising for the gambling sector.

At this point in time, we are in an advantageous position in multiple countries across the world which are moving towards regulating gambling

orhave newly regulated the sector. In the next section, we assess each of the major regions in the world and how Playtech has positioned itself.

Online growth rates moderate as regulation matures

Evolution of online gambling market growth rates following online regulation

Source: H2GC and Playtech estimates. Market growth based on 2022–2024e average online GGR; maturity of regulation is based on years since regulation of online adjusted for

specifics of country.

Maturity of regulation

Point of online legalisation

Market growth

Unregulated

Regulated

Germany

Canada

Peru

Brazil

Chile

Sweden

United States

Netherlands

Argentina

Colombia

Greece

Spain

France

Mexico

Italy

Australia

United Kingdom

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

State-by-state legislation in the US

The regulatory landscape in the US is subject to constant change and

development. In the four years since the repeal of the Professional and

Amateur Sports Protection Act of 1992 (PASPA) in 2018, regulation of

sports betting has progressed with more than 30 states now offering

or introducing legislation to allow sports betting. However, California

recently voted to reject the legalisation of online sports betting and in-

person sports betting at tribal casinos and private horse tracks. This

may delay legislation in states that have yet to approve sports betting,

but we expect these states to ultimately acquiesce.

iGaming, which was not subject to PASPA, is allowed at the

discretion of individual states. In 2021, the Mohegan Tribe and the

Mashantucket Pequot Tribe of Connecticut received federal approval

to operate online casino games, while Michigan launched in 2021,

joining New Jersey, Pennsylvania, Delaware and West Virginia, with

Nevada allowing online poker only. No new states have authorised

online casino in 2022, although legislation to regulate online

casinoisworking its way through New York’slegislature.

iGaming has not opened up at the same rate as

sports betting…

In the US, iGaming has not expanded at the same rapid pace as sports

betting since the PASPA ruling in 2018 with just six states permitting

iGaming compared to more than 30 states regulating sports betting.

…but this could change

As per VIXIO

, the tax revenue generated from iGaming in these six

states is nearly double that of the tax revenue generated from sports

betting in 30 states, which could encourage state legislatures to

consider regulating iGaming as these six states have already done.

Playtech is well placed to benefit from the trend

towards regulating iGaming

This development bodes well for Playtech. We are very strong in

this vertical and have been building the necessary foundations to

ensure we can benefit when states begin to regulate iGaming. We

have signed multi-state deals for iGaming with multiple key operators,

while we see sports betting as strategically important for key partners

in the US.

Current US state-by-state regulatory landscape

Regulation is the biggest market driver in the short term

States that offer only sports betting

States that have approved but not yet offered sports betting

States that offer both sports betting and iGaming

Source: VIXIO.

US B2B revenue opportunity

Total long-term B2B addressable market of c.$3 billion

Market

size

Third-

party

share Royalty share

Revenue

opp.

iGaming $18bn x 75% x 10%–15% = c.$1.7bn

Sports betting

(online)

$23bn x 33% x 10%–15% = c.$950m

Platform (PAM) $41bn x 25% x 3%–5% = c.$410m

Total B2B opportunity (excl. structured agreements) c.$3bn

1 Market sizes are GGR based on forecasts for online sports betting/iGaming.

Source: FanDuel CMD (2022) and Jefferies research (2021).

$3bn

Revenue opportunity for Playtech

1 VIXIO is an independent source on fast-moving regulatory developments in the

gamblingsector.

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Market trends continued

Latin America

A region trending towardsregulation

The region is shifting towards regulating the gambling industry. In the

past few years, Mexico and Colombia have both seen the regulation

of the online segment, while Peru has recently enacted legislation that

regulates sports betting and online gambling. Brazil and Chile have

gambling regulation underway with expectations of enactment in the

near future.

Mexico

Panama

Uruguay

Colombia

Brazil

Several countries in LatAm with large

populations and GDP

Significant opportunity in LatAm

Country Population GDP (million)

Brazil 213,000,000 1,600,000

Mexico 129,000,000 1,300,000

Colombia 51,000,000 314,000

Argentina 45,000,000 492,000

Peru 33,000,000 223,000

Chile 19,000,000 317,000

Guatemala 18,000,000 86,000

Costa Rica 5,000,000 64,000

Panama 4,000,000 64,000

Source: Worldometer, World Bank.

Several structured agreements in place in LatAm

Executing on our other structured agreements

Well placed with our structuredagreements

Playtech has structured agreements in place where we expect to see

growth. Our success with Caliente in Mexico is well known (see page

13 in the “Our strategy” section), while Wplay in Colombia continues to

perform well. To take advantage of the huge potential in the Brazilian

market, we have signed a structured agreement with Galerabet in

2021. As with other partnerships, the Galerabet agreement includes

the customer software licence agreement in addition to an option

overa significant non-controlling equity stake in theoperation.

Our structured agreement with Tenlot and the Red Cross brings

exclusivity in Costa Rica, where Playtech operates under the only

licence available. During 2021, we launched in Costa Rica and also

launched our structured agreement in Panama with Onjoc, under the

brand betcha, where we had the first to market advantage. Looking

ahead, we are focused on executing these opportunities to drive

growth in the region.

Caliente

betcha.pa

Ten lot

Wplay

Galerabet

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Europe

Europe – a mix of newly regulating and mature markets

The market in Europe is more nuanced than the Americas region.

Some countries are opening up their online gambling market such as

the Netherlands and Germany while others are mature but still have an

underpenetrated online market, such as Italy, Spain and France. And

finally, there is the UK, which is the most mature market of all with high

online penetration rates.

Well positioned in the Netherlands and Germany

During 2021, Playtech signed a new, expanded long-term strategic

software and services agreement with Holland Casino, the state-

owned land-based casino operator in the Netherlands. This

agreement, as well as the launch of Casino and Poker with Bet365 in

the Netherlands in early 2022, means Playtech is well positioned to

capitalise on the newly regulated Dutch market.

Playtech has significant exposure to the underpenetrated online

Italian market, via Snaitech, and the German market, through our B2C

HAPPYBET business. Although HAPPYBET has underperformed as

a business, a turnaround plan is underway to focus the business on

capturing the online opportunity.

The UK is reducing in importance

Although the UK has historically contributed a significant proportion

of revenue to the B2B division, its importance is declining. In 2019, it

made up 37% of B2B revenues, which has reduced to 20% in 2022

due to a maturing UK market and the faster growing Americas and

European regions.

Asia

Asia remains broadly unregulated

Gambling is a very popular pastime in Asia, which possesses

structural growth drivers such as a passion for sport, large

populations and above average GDP growth, not dissimilar to the

LatAm region. However, the majority of markets remain unregulated.

Over the long term, we see Asia following a similar path as the

Americas towards regulating the sector, but the visibility of this path

remains unclear at the present time.

Asia is increasingly a smaller part of B2B

While there have been issues in Asia with currency controls and

volatile government attitudes towards the gambling sector, it is

becoming an increasingly smaller part of the business – 44% of B2B

revenues in 2017 compared to 11% in 2022 driven by a combination of

declining Asia revenues and accelerated growth in other regions.

UK and Asia becoming a smaller proportion of B2B

Asia and UK as % of B2B revenues

2) Growing importance of sustainability to build long-term value

ESG performance has moved from something that was of interest

to a small number of investors to a subject that commands the

attention of both the wider investment community and stakeholders

more generally.The gambling sector is no exception and, alongside

issues such as safer gambling, climate change and DEI, there

is a particular focus on how companies are demonstrating their

commitment to ethical and responsible behaviour across their

business. Having comprehensive and effective policies and

practices in place is therefore essential if the industry is to gain

and retain the trust of customers and society at large.

Safer gambling is a material ESG topic for the gambling industry.

Both regulators and the gambling industry recognise the

importance of developing safer gambling solutions, evaluating

their effectiveness and helping support research that leads

to the development of evidence-based regulation. Playtech

has been at the forefront of this process to ensure gambling

customers are able to enjoy the benefits of a safe and secure

playingenvironment.

BetBuddy is becoming an increasingly important tool

As player protection tools become an increasingly important

factor in a customer’s decision in choosing where to play,

Playtech’s analytics-driven BetBuddy tool (see page 36)

isanintegral tool within the IMS platform.

112022

2021

2020

2019

2018

20 69

44 27 29

17 30 53

2017

15 24 61

20 37 43

32 31 37

Asia UK RoW

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Market trends continued

3) Technology – multiple technologies about to hit mainstream adoption

Data and AI

Overview

The digitisation of the world is creating

unimaginable amounts of data from all kinds

of sources. More data is being generated

every two years than in all of time before

that point. However, the key to obtaining a

competitive advantage is getting access

to the right data sets and drawing insights

from them. Those companies that are able

toattract a large number of users gain

access to the most data, which allows

them to train their algorithms to give more

accurate results. This in turn attracts more

users, triggering data network effects that

becomedifficult to compete against.

Impact on the industry/Playtech

The use of data to gain actionable insights

into customers is a cornerstone of the online

gaming industry. It facilitates:

• the delivery of a personalised experience

for each user, thus increasing revenue

percustomer;

• new customers being acquired through

intelligent marketing;

• players being verified and the detection

offraud; and

• tackling gambling addiction, encouraging

a more responsible industry.

Given Playtech’s sheer scale, it has access

to vast amounts of data. Playtech is investing

heavily in its analytics, business intelligence

(BI) and safer gambling tools to ensure

that it makes use of this data to retain

itscompetitive advantage and ensures

asustainable future for theindustry.

Link to strategy

1 2 3 4 5 6

Virtual reality/

augmented reality

Overview

Augmented reality (AR) is focused on

enhancing the real-world experience, with

real-time, virtual information overlaying

physical objects delivered through a device

such as a headset or mobile phone. Virtual

reality (VR) provides a completely immersive,

computer-generated 3D environment that

replaces the real world. With tech titans such

as Apple and Meta releasing next generation

headsets, we can expect to see significant,

as yet unknown, new use cases arise within

the gambling sector.

Impact on the industry/Playtech

• Should AR and VR gain broad adoption,

they could be used to vastly improve the

player experience.

• With VR, players will be able to engage

with other players and experience walking

the halls of a physical casino in the comfort

of their own home.

• With AR, there is the ability to customise a

player’s experience in a physical casino, or

within Live, to overlay real-time information

on the video stream.

• Playtech has begun to incorporate

someof these technologies in its offering.

The Greatest Cards Show within Live

has augmented reality features, while the

Poker vertical has released customisable

digital avatars.

Link to strategy

1 2 3 4 5 6

5G roll-out

Overview

5G is the latest new global wireless standard

and enables a new kind of network that

is designed to connect everyone and

everything together including machines,

objects and devices. It is predicted to deliver

much higher data speeds, ultra-low latency,

more reliability, a big increase in network

capacity and a more uniform experience to

more users. These benefits can usher in new

immersive experiences such as VR and AR.

Impact on the industry/Playtech

• 5G is an enabler of VR and AR

technologies and thus helps to create

games that are richer and more immersive

than before.

• Video streaming of Live dealer games can

be of a much greater quality with higher

speeds and a more reliable network.

• In-game sports betting will benefit,

particularly on mobile. Inside stadiums,

more devices can be connected at once

with reduced latency, thus enabling fans

to place bets as they watch the game.

Outside stadiums, 5G enables fans to

simultaneously make bets and stream

thegame on their mobile phones.

• The low latency of 5G could help to

facilitate more social iCasino games,

asplayers will be able to enjoy real-time

interactions with other players.

Link to strategy

1 2 3 4 5 6

Data network

eects

Better end

consumer

experience

Better brand

for Playtech

customers

More end

consumers

More data

Better

algorithms

targeted/

relevant recom-

mendations

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Live

Overview

Live is an extremely attractive vertical that is

expected to grow significantly over the coming

years. This is driven by two major trends:

• Firstly, there is a shift to online from

retail as the world digitises and this

hasaccelerated due to the pandemic.

• Secondly, within online, there is a growing

trend away from random number generation

(RNG) towards Live, as players want more

of an interactive, immersive experience.

With the imminent launch of VR by tech

companies such as Apple, weexpect this

shift to accelerate.

The combination of these drivers means

industry analysts predict the Live market

toreach $18 billion based on GGR by 2025,

upfrom $6.9 billion in 2021, a CAGR of 28%.

Impact on industry/Playtech

Playtech has already made significant

investments to capitalise on this attractive

product vertical:

• Ten studios are currently operational

with a further one in Pennsylvania under

construction. The latest one to open is in

Peru which was launched earlier this year

and will help us to support growth within the

attractive LatAm region, particularly Brazil.

• The number of tables has more than

doubled over the past four years.

• Significant investment has been made

to ensure we have the latest cutting-edge

technology and access to branded

gaming rights such as Jumanji™.

These investments have already been

made, and the nature of the Live business

model is such that additional players can be

added to tables at minimal cost. This creates

significant operating leverage and leads to

Live being margin accretive to the overall

B2B division.

Link to strategy

1 2 3 4 5 6

Underpenetrated online

markets in Europe

Overview

The pandemic accelerated the shift towards

online gambling as retail shops were closed

during lockdown and customers, with plenty

of time to pass, played online. We await to see

how structural this shift is over the coming year.

However, early indications suggest the migration

to online has remained sticky post pandemic, with

all major countries in the EU seeing at least a seven

percentage point rise in online penetration from

prior to the pandemic in 2019 compared to 2022.

There is ample scope for the migration to online

to continue. Looking to the UK as an example

of a mature market, online penetration in 2022

was just under 60%, far in excess of Spain, Italy

and Germany.

Impact on industry/Playtech

Within the B2C division, Playtech is very

well placed to continue to benefit from an

underpenetrated online market in Europe. In

Italy, Snaitech gives Playtech exposure to a

large market where online penetration remains

at 26%, far below the UK at 58%. In addition,

the online business is higher margin and less

capital intensive, meaning it generates higher

returns. Aside from Italy, Playtech is also well

placed in Germany with HAPPYBET, which

possesses one of the few available online

sports betting licences in Germany.

Within the B2B division, Playtech has a

strong presence in Spain across Live, Casino

and Sports, and is well positioned to take

advantage of the continued shift to online.

Several large European countries

have an underpenetrated

online market

Online penetration as % of GGR

2019 2022

Source: H2GC (includes betting and gaming and

excludeslotteries).

France

Spain

Italy

Germany

Link to strategy

1 2 3 4 5 6

Sports

Overview

As the market shifts to online, the Sports

segment is impacted by multiple trends:

• convergence of sports betting, media

streaming and social;

• emerging markets shifting

towards embedded betting within

streaming services;

• shift to in-play betting with the types

ofbets becoming more granular; and

• more and more data sources being used

tocome up with sports betting odds such

as fitness of players.

Impact on industry/Playtech

• Our Sports offering is targeted at those

areas where we see strategic benefits.

One such region is LatAm, where many of

the countries enjoy a rich sporting culture

and we have made good progress in

Mexico, Colombia and Panama.

• Our Betbuilder product, now available for

football with other sports to follow, will be a

focus of our Sports offering given the trend

of shifting towards offering more granular

types of bets.

Link to strategy

1 2 3 4 5 6

4) Shift to online continues, accelerated by the pandemic

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Business model

Flexibility to capture

every opportunity

B2B

Conventional model

Platform + content

The conventional model involves us providing the operator

with a platform-based solution, underpinned by Playtech’s

leading Information Management Solution (IMS) offering. The

operator can then choose from a wide range of product verticals

and content, including Live, Casino, Sports, Bingo, Poker

andVirtual Sports.

The operator, which holds the gambling licence, is typically

responsible for building and maintaining its brand in addition

to customer services and marketing. In exchange for providing

the technology, Playtech employs a revenue share model with

the operator.

Structured agreements

Platform + content + services

We also partner with “local heroes” with a strong retail brand

andpresence but without the necessary technological expertise

to succeed online. Under a structured agreement, we provide a

platform-based solution as per a conventional model, in addition

toa range of marketing and operational services, some of which

aresubcontracted out to a third party.

This model also involves a revenue share framework with

the operator, with Playtech’s share typically higher than in a

conventional model to compensate for the provision of these

additional services. Playtech also typically injects capital into these

operators to help facilitate growth and in return receives an equity

call option which can be exercised should the operator be acquired.

How we work

Conventional Structured agreement SaaS

Services

Content

Platform

Clients

Value accrued

to Playtech

Standard B2B

royalty income

for technology

End customers

Licence held by operator

Marketing Operations

Portal/Channels Content BI/Analytics

IMS platform

Engagement Centre

Payments

Player Management Wallet

Risk/KYC/AML Safer Gambling

Value accrued

to Playtech

Standard B2B

royalty income

for technology

Additional

revenue to

compensate

for extra

services

Call option on

equity

End customers

Licence held by operator

IMS platform

Engagement Centre

Payments

Player Management Wallet

Risk/KYC/AML Safer Gambling

Playtech provides/subcontracted Operator provides

Marketing Operations

Portal/Channels Content BI/Analytics

• Entain

• Bet365

• Parx

• Flutter

• WynnBET

• BetMGM

• Caliente

• Wplay

• Galerabet

• NorthStar

• Tipico

• Lowen Play

• Betway

• Novibet

• RET

• Leader-bet

Strategic Report

Playtech plc Annual Report and Financial Statements 2022

B2B

B2C

Snaitech

Our B2C division is comprised primarily of Snaitech in Italy and HAPPYBET, the retail

and online Sports B2C business in Austria and Germany. Both businesses are led

andoperated by the Snaitech management team.

Snaitech is a leading operator in the Italian betting and gaming market, and generates

revenues from gaming machines, retail betting and online gambling. The business

was acquired by Playtech in 2018, bringing together Playtech’s leading technology

stack with Snaitech’s powerful brand and local expertise in one of Europe’s largest

gambling markets.

Retail

The retail betting business predominantly operates a franchise model with franchisees

responsible for staff costs, rent and facilities, while Snaitech itself provides the licence,

content, technology and brand.

The franchise model generates growth with relatively low capital intensity, generating

high return on capital. Meanwhile, the value sharing agreement with franchisees is at

the revenue level, meaning Snaitech is less affected by rising cost pressures.

The Gaming Machine segment predominantly consists of Video Lottery Terminals

(VLTs) and Amusement with Prizes (AWPs). Snaitech has a higher revenue share

from VLTs but incurs the cost for content from operators, while for AWPs, the machine

owner takes a higher revenue share but incurs the cost of hardware and content.

Further detail is provided in the table below.

Retail Players in value chain Share of NGR Responsibilities

Sports

betting

Franchisee 45%–50% Sta, rent and facilities

Licence holder

55%–50%

Licence, brand, content, technology, trading and risk

Gaming

machines

VLT Platform owner 10%–12% Hardware, software and content

Location owner 55%–50% Security, location costs and sta

Licence holder

35%–38%

Licence

AWP Machine owner

37%–40%

Machine installation and maintenance

Location owner 55%–50% Security, location costs and sta

Licence holder

8%–10%

Licence

Online

The online business operates a direct-to-consumer model, with Snaitech paying a

share of revenue to the retail franchisee owners should they sign up customers at their

retail site or to affiliates which direct customers to Snaitech’s online site. Platform and

content costs, part of which are supplied by Playtech, are incurred bySnaitech.

Online Players in value chain Share of NGR Responsibilities

Sports

betting

and

casino

Platform and

content owner

10%–15%

Platform and content

Aliates/retail

sites

20%–25% Customer acquisition

Licence holder

70%–60%

Licence, tech, trading, risk and customer services

SaaS

Content

For those operators that have their own

platform, we also offer customers the

ability to access our content, in a plug-

and-play SaaS model. Operators benefit

from low implementation costs and quick

time to market, while Playtech is able

to expand its addressable market and

generates a recurring, monthly revenue

stream at a higher margin.

How we work

1 Snaitech accrues all value.

2 Snaitech accrues a portion

of value.

Strategic Report

Playtech plc Annual Report and Financial Statements 2022

Our strengths

Unparalleled scale in the

gambling industry

Playtech’s global scale and distribution capabilities, with over

180 licensees operating in over 40 regulated markets and with

offices in 20 countries, mean it is ideally positioned to provide its

technology to operators in new regulated and regulating markets.

Given its scale, the data that Playtech leverages enables it to

improve product design, develop cutting-edge safer gambling

tools and support regulatory requirements of operators in various

jurisdictions. Together, this intelligence and insight leads to a safer

gambling environment and an improved customer experience, as

well as improved value for end users.

Leader in highly attractive

Italian market

Playtech’s Italian B2C business, Snaitech, is a leading player in the

highly attractive Italian online market. Italy is the second largest

gambling market in Europe, with a total GGR of over €14 billion in

2022. The online segment has seen significant growth at a CAGR

of 21% between 2019 and 2022, yet it remains less developed than

retail, with online penetration at only 26% in 2022 (versus 58% in the

UK). Snaitech’s leading brand and retail presence in Italy, combined

with Playtech’s technology expertise, make it ideally positioned to

continue capturing this market opportunity.

€14bn

Size of Italian retail and online market in 2022 (GGR)

Business model continued

1 4

Award-winning

technology

Playtech’s leading B2B technology offering has been driven by a

history of innovation. Playtech has consistently invested in R&D to

deliver its technological innovation and industry-leading products

to the gambling industry. Innovations from Playtech include

being the pioneer of omni-channel technology and content

integration in the gambling industry. Playtech’s scale allows it

to consistently invest in R&D and product-related investment

at higher levels than its peers. In the last five years Playtech has

made over €674 million of R&D and product-related investments,

which is significantly more than its peers, and ensures all Playtech

customers will benefit from cutting-edge technology indefinitely.

€674m

Amount invested in R&D over the last five years

Our

people

Playtech’s capable, dedicated and passionate colleagues are

our greatest asset. The entrepreneurial culture that empowers its

people to seek out growth opportunities sets it apart and helps

to ensure Playtech is well positioned to deliver on its strategic

objectives. We aim to attract and retain the very best by creating

an environment for colleagues based on respect, personal

growth, recognition and development of talent, and a sense of

belonging and purpose.

2 5

Strategic Report

Playtech plc Annual Report and Financial Statements 2022

Flexibility to cater to almost

any operator

Playtech’s flexible B2B technology offering positions it well

to partner with operators under most scenarios. Playtech’s

Information Management Solution (IMS) platform provides all the

tools necessary to successfully run and manage every aspect of

a licensee’s business, while the modular architecture allows it to

also address the bespoke needs of specific operators.

At the same time, Playtech has one of the broadest content

portfolios in the gambling industry with a huge array of options,

supplemented by access to third-party content via our Playtech

Open Platform (POP).

Focus on

sustainability

Playtech is committed to helping build a safer, more sustainable

entertainment industry for the benefit of all stakeholders and in

2022 continued progressing on Sustainable Success, its five-year

sustainable and responsible business strategy. A key focus for

Playtech is to cement its position as an industry leader in safer

products, data analytics and player engagement solutions. In

2022, Playtech continued to make progress in all areas relating

to sustainability including safer gambling, diversity and climate

change. We have taken significant steps to strengthen sustainability

governance and accountability, as well as further enhancing our

commitments on climate change and gender diversity.

3 6

Supporting our stakeholders

For customers

€152m

Amount invested in cash R&D including safer

gamblinginitiatives

c.55m

Number of poker tournaments

For society and the environment

>100

Number of charities and community

supportedorganisations

11.7%

Reduction in tCO

emissions in 2022 v 2021

For employees

c.7,000

Jobs (i.e. number of employees)

>100

Number of wellbeing initiatives

For shareholders

€397m

Adjusted operating cash flow

c.€1bn

Cash returned to shareholders over past ten years

1 Adjusting for changes in jackpot balances, client deposits and client equity,

professionalexpenses on acquisitions and ADM security deposit.

Strategic Report

Playtech plc Annual Report and Financial Statements 2022

Product and innovation

Award-winning

technology delivering

personalised solutions

for operators and

players

Through our proprietary technology solution, Playtech

has pioneered omni-channel gambling technology

which provides an integrated and open platform across

retail and online for all key verticals, delivering a safe

andseamless customer experience.

Playtech Protect

Playtech ONE

Platform and content Services

Analytics

Portal

Desktop and mobile Native apps Retail machines Retail till

IMS platform

Playtech Open Platform

Marketing Operational

Strategic Report

Playtech plc Annual Report and Financial Statements 2022

Platform

IMS platform

Our offering

Playtech’s Information Management Solution (IMS) is the

power behind Playtech’s products, providing all the tools

necessary to successfully run and manage every aspect

ofalicensee’s business.

IMS enables licensees to access all elements of Playtech’s unique

omni-channel capabilities allowing players to seamlessly transition

across content verticals via a single account and single wallet, while

providing operators with simple third-party integration and full visibility

and control of the entire player lifecycle.

IMS unifies Playtech products across all channels, including retail,

presenting operators with a single account overview and allowing

them to streamline and optimise marketing spend, maximise cross-

sell and conversion potential, leverage player loyalty and value and

increase revenues by utilising data and automating key aspects of the

player journey. The below graphic describes the key elements that sit

within the IMS platform.

38m

New player accounts added to IMS in 2022

2022 highlights

• A new back-office user interface, deployed across all sites and

offering an improved overall user experience, with single sign-on

capabilities across multiple licensee sites and verticals (Sports,

Casino, Live, etc.), offering easier management and greater security.

• Marketplace integration, allowing licensees to add games to their

websites in just a few clicks, further speeding up time-to-market delivery.

• Our revamped CRM user experience simplifies processes for licensee

admin teams and drives more effective player communication.

• Our integrated BI enables users to see data from multiple sources in

one place, while the Dashboard Generator offers the power to build

dedicated dashboards or to embed graphs into any IMS interface

using any data source accessible in the Report Viewer.

• New security protocol support, including two-factor authentication

and trusted devices, streamlines the ability to securely re-access

the system if accidentally locked out.

Sitting within the IMS platform

Engagement Centre – a

comprehensive marketing

and player engagement

toolset, leveraging the full

personalisation power of IMS.

Player Management – a

single account overview gives

licensees full visibility and control

of the entire player lifecycle.

Wallet – a single wallet per

player account across all

channels, including retail,

creating an omni-channel

experience for players

and allowing licensees to

centrally manage all financial

transactions and bonuses.

Reporting – the tools

necessary to produce both

pre-set and custom reports,

create dashboards and monitor

KPIs, ensuring operators can

monitor the performance of

their business.

Payments – facilitates

collection, processing,

adjustments and corrections,

plus payment method support

and merchant integrations.

Risk/KYC/fraud – a

comprehensive toolset

covering source of funds

checks, duplicate and multiple

account checks, third-party

integrations, automation rules,

mass adjustments and more.

IMS

platform

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Platform continued

Engagement Centre

Part of the IMS platform, the Engagement Centre brings

together Playtech’s entire CRM toolset, some of the

industry’s most sophisticated player personalisation and

communication products, designed to enable operators to

engage with players as effectively as possible throughout

theentire lifecycle. The Engagement Centre is also integrated

with our Playtech Protect platform, creating opportunities

forbespoke safer gambling messages and interactions.

2022 highlights

• Cross-vertical integration of the Engagement Centre continues,

with key tools now available for Sports and Bingo in addition to

Casino and Live.

• Additional integrations with third-party providers.

• Licensee uptake also continues to grow, with a more than 25%

year-on-year increase and an average of 500,000 messages sent

per day across email, SMS and inbox widget channels.

• Additionally, integration with third-party vendor Gift & Go enables

licensees to offer physical prizes and rewards via Player Journey,

with Amazon providing fulfilment.

Product and innovation continued

Safer gambling

Our offering

BetBuddy is our ground-breaking responsible gambling

(RG) analytics platform, built around data mining and

predictive analytics.

It combines the latest research into gambling behaviour patterns

with the power of artificial intelligence, delivering a sophisticated

solution to proactively identify and engage with players who might

be at risk. BetBuddy has a strong academic curriculum, with over

60 peer-reviewed papers and conference presentations, focused

on gambling harms, safer product design and AI.

BetBuddy segments players according to customisable criteria

and tags them for clear differentiation. Thanks to these tags,

operators can build Player Journeys, which enable personalised

safer gambling interactions, both via automatic in-play messages

and person-to-person conversations.

Highlights in 2022

• BetBuddy has expanded into three new jurisdictions

in 2022, having been adopted by clients in Germany,

PortugalandSwitzerland.

• Scalable cloud architecture enables the platform to cope with

the growth of its customer base. Additionally, BetBuddy’s

dashboard is now available through Microsoft Power BI, which

can offer an endless combination of customised reports.

• A four-year breakthrough research project with two major

European universities has launched, with the objective of

building a library of player-tailored RG interventions. We have

published two research briefings – one on the behavioural

features that are the strongest markers of harm identified by

BetBuddy, and one on the effect of the introduction of a stake

limit for online slot games in Germany.

• The methodology and experience of the use of behavioural

analytics have been shared with gambling regulators in Europe,

North America and South America, and discussed with the

European Commission.

500k

Messages sent per day across email, SMS and inbox widgetchannels

Playtech Engagement Centre

Who to engage with?

Data-driven segmentation tools

When to engage?

Market automation

How to engage?

Communication tools

What to provide?

Player rewards

Brings together all

the engagement

elements of IMS

across all product

verticals

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Our offering

Playtech’s Live technology brings the real-life casino

experience to the online environment. Live casino games,

hosted by dealers in specially designed studios, are streamed

online, where players can place bets on their computers and

communicate with the dealer using the chat function.

We’re dedicated to delivering the most authentic and engaging

omni-channel Live experience for our partners, driven by a

cutting-edge platform using the latest business intelligence

data-driven technology. Our ten state-of-the-art studio spaces in

key markets worldwide are home to industry-leading audio visual

technology, combining networked tables and games with bespoke

space for several tier one licensees.

Our extensive, entertainment-driven Live content offering, hosted by

native-speaking dealers and presenters, ranges from casino classics

such as Blackjack, Baccarat and Roulette, to innovative variants

and gameshow-style content, including The Greatest Cards Show,

Everybody’s Jackpot Live, Quantum Blackjack and Roulette, Buffalo

Blitz Live Slot, Football Roulette and Adventures Beyond Wonderland

Live. Our range also includes popular cross-vertical Playtech brands

such as Mega Fire Blaze™ Roulette and Age of the Gods™ and content

designed around globally popular licences, including The Money Drop™,

Who Wants to Be a Millionaire?™, Jumanji™ and Fashion TV™.

2022 highlights

In the busiest year yet for Live, the expansion and diversification of

both our games portfolio and studio space have continued rapidly.

Our flagship new games of the year, Everybody’s Jackpot and The

Greatest Cards Show, have both broken new ground technologically,

with Everybody’s Jackpot featuring first of its kind “Unreal Engine”

Metaverse technology, while The Greatest Cards Show’s augmented

reality and horizontal wheel – a Live sector first – make it one of our

most sophisticated games yet. With a clear focus and dedication

to our partners, we launched several successful bespoke games

including Well Well Well for Ladbrokes. Elsewhere, we continue to

build major media partnerships, signing global rights (including in

theUS) for Jumanji™ in 2022.

On the studio side, our new Live facility in Peru provides bespoke

products specifically for LatAm markets and has experienced strong

initial demand with Brazil now one of Live’s biggest markets. Our

expanded facilities in Romania, led in part by demand for dedicated

solutions, also include new Blackjack and Poker studios. We continue

to grow our US infrastructure, opening our first dealer tables in New

Jersey, with Adventures Beyond Wonderland Live soon to launch in

that market, followed by Mega Fire Blaze™ Roulette Live inMichigan.

Content

Playtech has one of the broadest content portfolios in the gambling

industry with a huge array of options across the industry’s most popular

product verticals. The next section outlines Playtech’s offerings across our

six main verticals along with highlights in what has been an exciting year.

Mega Fire Blaze

Roulette –

building a global roulette brand

An ongoing success story for Live Casino has been the

continued growth of Mega Fire Blaze™ Roulette Live. Based

on one of Playtech’s most popular slots suites, this multiplier-

driven game has captured the attention of audiences

worldwide since first launching in May 2021. In 2022 alone,

the roulette ball in the original Mega Fire Blaze™ Roulette

Live in the Eurolive studio in Riga has travelled the equivalent

of 1.5 times around the world, with over 7 million multiplier

prizes awarded.

In May 2022, Mega Fire Blaze™ Roulette Live launched

in Spain, quickly becoming a market-leading product. Its

continued success has captured the interest of many major

partners, with William Hill and Entain both launching bespoke

versions of this key table in 2022.

The success of Mega Fire Blaze™ Roulette Live has resulted

in nearly 25% of all players on the Live network playing

this product. As a result of this success, Mega Fire Blaze™

Blackjack Live and Mega Fire Blaze™ – Lucky Ball are due to

launch in the future, in addition to our first Mega Fire Blaze™

Roulette Live table in the US. This extension of the franchise

not only has the potential to build on the significant Roulette

player base, but also creates an ideal cross-sell opportunity,

attracting fans of the slots suite to the Live vertical.

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Content continued

Our offering

Playtech Casino offers one of the industry’s most extensive

range of “game of chance” based online slot games,

delivering over 900 innovative in-house and premium

branded titles through online or retail channels.

Major original brands include Cash Collect™, Age of the Gods™, Fire

Blaze™ and the Blitz™ suite, while our range of exclusive film, sport

and entertainment tie-ins includes the Sporting Legends™ series,

plus titles from major Hollywood studios such as MGM, Universal,

Paramount and AMC. With eight distinct global studios developing

content under the Playtech umbrella, we offer an extensive selection

of games to suit a range of demands. In-game engagement tools such

as leaderboards, Mystery Parcels and engagement games empower

licensees to increase player engagement through gamification.

>900 8

Titles in portfolio Global studios developing content

We give customers the tools to build native apps that are iOS

compatible by using a Software Development Kit (SDK) without

the need for any additional software developers. The native SDK

offers fast, straightforward game integration, allowing operators to

incorporate Playtech Casino games directly into their app for delivery

to the App Store, incredibly important for cross-sell activities between

Sports and Casino.

2022 highlights

2022 proved to be a strong year for Casino. The “power suite”

strategy continues to be a success, with the Cash Collect™ suite

established as a top performer. Exciting expansions to our global

brands portfolio include the new additions to our Sporting Legends™

suite, including Roberto Carlos and Frank Bruno, with Rocky™ and

Gold Rush in the pipeline for the future, in addition to the expansion

of our exclusive The Walking Dead™ series. A strong mix of content,

from classic fruit machine-style games and innovative releases, such

as the “crash” style Circus Launch™, and localised content tailored

to specific regions, through to seasonal content around events

such as St. Patrick’s Day, the football World Cup, Halloween and

Christmas, creates a diverse portfolio with a wide range of marketing

opportunities for licensees.

The introduction of new functionality such as Engagement

Games and Game Events visibility has led to increased feature

adoption amongst licensees, including tier one partners such as

Bet365 and Sky.

>60

Number of games launched in 2022

Cash Collect™ – Playtech’s

latest power suite

Alongside partnerships with major licensed brands,

a key part of Playtech’s Casino content strategy is the

development of original brand suites, with the likes of

Age of the Gods™ and Fire Blaze™ producing some of

Playtech’s most popular slots.

Known as Playtech power suites, these games combine

innovative design with a distinctive look and feel, encouraging

players to engage with the brand and look forward to new

releases within the suite.

Launched in 2021, Cash Collect™ has become one of

Playtech’s most successful suites to date. The first release,

Sahara Riches™, became Playtech’s top-performing new

game of 2021, while Leprechaun’s Luck claimed the title for

2022 and was shortlisted for Game of the Year in the 2022

EGR Awards.

As Cash Collect™ is built around an engaging core mechanic

rather than a central theme, the suite can be flexibly expanded

to include seasonal and event-based content and, in a first

for Playtech, games based on licensed brands. Recent

new releases include Halloween launch Witches, Football!,

launched in line with the 2022 World Cup, and the ground-

breaking The Walking Dead™: Cash Collect™ – bringing

together one of Playtech’s best known licences and strongest

in-house suites.

Product and innovation continued

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Our offering

Playtech’s Poker product features everything licensees

need to launch their own fully branded, customisable online

poker rooms, with multiple game types, table stakes and

tournament buy-ins.

All iPoker networks, for international as well as ringfenced regulated

markets, offer great liquidity pools and attracted an average of

330,000 players a month during 2022. Marketing and engagement

tools such as hybrid missions, leaderboards and integrated

player rewards are central to an evolving “gamified” experience,

in line with our strategy to appeal to a wider demographic with

long-termpotential.

2022 highlights

Following a resurgence in the online poker market throughout 2020

and 2021 due to COVID-19, Playtech Poker has experienced record

numbers again in 2022, with seven new operators joining the iPoker

networks during the year. In line with customer preferences, Playtech

has focused on an improved tournament offering, including more

multi-table tournaments (MTTs), a revamped tournament schedule

and more promotions for MTTs. These changes resulted in a boost

in player engagement during the summer months, typically a quieter

period for the Poker vertical.

Improvements to marketing and engagement tools have continued

throughout 2022, including the introduction of features like player

badges, animated 3D avatars and emoji packs, while new functionality

such as the option for players to make a deal to split prize money in

twister tournaments has created a more flexible experience.

We have implemented and delivered our mobile app across both iOS

and Android, with an improved lobby look and feel, making it easier

tofind games and assets.

Our offering

Playtech’s Sports delivers a full range of sports betting

technology, managed trading services and physical

equipment, catering to online operators and traditional

retail/betting shop businesses of all sizes in major regulated

markets worldwide.

A user-focused, data-driven design ensures the Sportsbook is

tailored to our operator’s audience. Playtech Sports boasts a wide

distribution, with around 400 million sports bets placed via our

technology on more than 500,000 events in 2022.

Including Snaitech, Playtech has c.60,000 bet entry points live in

retail locations worldwide, including kiosks/self-service betting

terminals (SSBTs), traditional over-the-counter (OTC) offerings

and space-saving devices such as compact terminals and tablets,

designed especially for smaller venues. Our shop TV solution also

allows operators to display the latest odds for any sport and promote

specific events.

2022 highlights

In a challenging market, 2022 has been a year of transition for Playtech’s

Sports vertical. Playtech has focused on modernising its product

offering to take full advantage of major forthcoming opportunities,

especially across the ever-expanding Americas market. A modernised

code base, along with upgrades to our core GenBet and transaction

system technology, is key to ensuring our platform is both highly scalable

and more robust in preparation for the ongoing and long-term expansion

of our customer base. We have also completed further integrations

to the IMS, including Player Journey, part of the wider Engagement

Centre toolset, for greater personalised customer communications

and more flexible player rewards. This work also facilitates a more

seamless user journey from a real-time CRM standpoint.

In terms of technological advances, Betbuilder for football is now available

to go live, with other sports including basketball and American football

soon to follow in a vital step forward for the US market.

Progress across the strategically important LatAm region has

been strong, with successful launches including betcha in Panama

and Codere in Mexico alongside a continued strong performance

across retail sports from Mexico’s Caliente and Colombia’s Wplay.

An impressive start from Holland Casino in Europe, which has taken

Playtech’s full suite of products, signals an encouraging trend for

Playtech’s Sports vertical in 2023.

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Content continued

Product and innovation continued

Our offering

Playtech’s Virtual Sports technology fully simulates a range

of internationally popular sports, including creating virtual

leagues, venues and players by combining market-leading

3D game animation graphics and Hollywood motion

capturetechnology.

Additionally, on-demand casino games and scheduled sports betting

options including horse racing, greyhounds, football, ice hockey,

basketball, tennis and motor sports ensure a continual stream of

content. Virtual Sports provides a host of betting opportunities all

year round, empowering licensees to deliver a compelling, diverse

proposition across digital and retail channels even when real-world

sporting markets are quiet.

2022 highlights

In February 2022, Playtech signed a ground-breaking five-year deal

with The Jockey Club to develop an exclusive range of new Virtual

Sports content. A prestigious and historic brand, The Jockey Club is

home to some of the world’s most iconic racecourses, and has the

appeal to attract audiences internationally.

Built around real-life data, including meeting and course names,

race names and distances, the first Virtual Sports game in the series,

Epsom Downs, replicates the course layout, grandstand, finish and

start lines and more in a ground-breaking 3D environment.

Further innovative game launches in 2022 include: Keno, ahigh value

wins numbers game; and Football League, a season ofmatches

played concurrently to facilitate accumulator game play.

Our offering

Playtech’s pioneering omni-channel Bingo solution allows

players to enjoy the same seamless experience across any

platform and on any device, including retail, all through a

single wallet and a single account.

Playtech’s platform acts as an aggregator for both content and wallet

systems, allowing content suppliers to integrate seamlessly with it.

Our UK Bingo network consists of more than 20 brands and manages

more than 60,000 daily players and 20,000 daily concurrent players.

2022 highlights

In a major milestone for Playtech’s long-term partnership with Buzz

Bingo, Playtech’s single wallet solution went live across Buzz’s entire

digital and retail estate in July 2022. This gives players the flexibility to

deposit funds online and use them in a physical club (and vice versa)

or withdraw winnings in any location. The launch of Buzz Live Bingo in

September is already driving a strong incremental NGR uplift, with no

cannibalisation of existing rooms.

Elsewhere, Playtech welcomed EPlay24 – the fastest growing

operator in the history of the Italian Bingo market – to its network,

whilst the relaunch of Britain’s Got Talent Bingo for Mecca Bingo

and the launch of Loyalty Rooms for Sky Bingo are among the major

developments for Playtech’s long-term partners.

Analytics

Business intelligence technology (BIT), built using artificial

intelligence (AI), provides new and existing licensees with

superior innovation for their next stage of growth.

Playtech’s exclusive data-driven business intelligence marketing

technology significantly enhances licensee revenues by improving

player experience and increasing lifetime value. Added AI functionality

gives licensees the tools to analyse big data and leverage real-time

automated insights into players’ behavioural patterns to create a

personalised gaming experience.

We offer the ability to segment players and personalise

communication based on their behaviours, improving player

experience. At the same time, AI functionality enables personalised

safer gambling interaction, powered by BetBuddy. AI functionality

is now embedded across Playtech’s IMS platform and is used by

Playtech’s leading tier one customers.

2022 highlights

• The deployment of a new BI model helps operators predict which

players are likely to leave the game, giving them the option to offer

bonuses to encourage them to stay.

• Significant improvements to player segmentation enable targeting

at a more granular level, for example based on which product

verticals players prefer and how often they play.

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Services

Making the most of Playtech’s technology

Through partnering with over 180 licensees globally, Playtech has amassed a huge amount of knowledge on the gambling industry including

customer acquisition and retention, how to manage risk and operational know-how. For those operators that are looking to launch online in newly

regulating markets, this know-how can prove invaluable in ensuring that they make the most of the opportunities of an expanding addressable

market. For those that are already established, our services can offer a way to get the most out of Playtech’s technology to help deliver further

growth. We break down our services offering into three segments: marketing services, operational services and consultancy and training.

Consulting and training:

Our consulting and training services ensure an easily accessible source of industry

andoperational knowledge togetthemost out of Playtech’s technology.

Marketing services:

Our marketing services are typically targeted at those operators where

wehaveadeeprelationship such asstrategicagreements.

Customer acquisition

Executing best practices and strategies in external marketing

to execute and promote marketing campaigns in line with

an agreed marketing plan and budget. We are experienced

across all customer acquisition channels and look to build

relationships with partners to ensure maximum value.

Customer retention

Developing and executing marketing strategies to retain,

grow and maximise player value while achieving high levels

of engagement and in line with regulatory and compliance

frameworks and procedures. We have experience across

all communication channels including social media and

gamification and can deliver valuable bonus strategies

across all product verticals.

Operational services:

Our operational services are typically available for those customers

whichuseourtechnology under aconventionalbusiness model.

Customer

onboarding

Assisting the operator

in configuring

their customers’

onboarding journey/

flow. We configure the

technical set-up for the

system and oversee

ongoing results to

ensure business

performance.

Risk

management

Delivering fraud

prevention services

for the operator to

minimise reputational

and financial losses.

We also offer AML

services to ensure

operators adhere

to regulatory

requirements.

Customer

experience services

By combining our

expertise in regulatory

frameworks, customer

protection and leading

delivery, we provide

high-quality customer

experience services

using AI-driven

solutions at scale.

Payments processing

Overseeing the

processing of cash

out requests by

customers from the

point of the request to

the moment they leave

our platform as an

“approved” outgoing

transaction in line with

risk management/

fraud prevention/AML

controls.

Technical

delivery services

Delivering the

necessary back-office

configurations in IMS

to ensure operators

optimise Playtech’s

technology.

Playtech Academy and training

playtechacademy.com is the award-winning website that

acts as a portal where operators and Playtech employees

alike can self-serve a wide range of content including

videos, presentations, podcasts, thought leadership and live

webinars, to enhance their knowledge of Playtechproducts.

Consulting

Our experienced consultants, across a wide range of

locations and covering multiple verticals, help support

operators in implementing industry best practice to get the

most out of Playtech’s technology. Activities are linked to

clearly defined and measurable KPIs.

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Product and innovation continued

A flexible offering

A plethora of options to fit our licensees’ needs

SaaS

For those operators that have their own platform, we also offer the ability to access our content, in a plug-and-play SaaS model.

Operators benefit from the ability to access Playtech content without having to license the IMS platform with low implementation

costsand quick time to market, while Playtech expands its addressable market.

The SaaS model can also be used to provide a low friction method of exposing as many operators as possible to Playtech’s technology.

Once operators see the quality of Playtech’s content and technology, the path to offering additional Playtech products becomes easier.

Playtech has been building out the infrastructure for its SaaS business since 2017 including data centres in local markets. As a result,

Playtech is ready to accommodate a large number of operators across its infrastructure and has added over 350 brands since launching

the SaaS offering.

>350

Brands added since launch of the SaaS offering

Modular

Our IMS platform capabilities can also be broken down into a

set of easily identifiable services with distinct integrations. This

componentisation of our software allows the delivery of a more

agile distribution of our technology – ultimately making the

data-driven capabilities in IMS more modular and allowing more

operators to access the capabilities they need. By delivering

a more agile solution we are extending our reach to additional

operators and allowing them to deploy our technology in a quicker

and more cost-effective way. This increases our cross-sell

capabilities with our licensees.

Componentising the IMS platform

IMS

Engagement

Centre

Payments

Player

Management

Risk/AML

/KYC

Wallet

Safer

Gambling

Playtech Open Platform and Games Marketplace

Playtech Open Platform (POP) allows licensees to access more

than 10,000 of the industry’s most popular online and mobile in-

house and third-party games at any time, across any channel and

on any device, ensuring licensees can offer their players a broad

range of content. The Games Marketplace allows operators to

discover and configure Playtech and third-party content, and

monitor their performance, regardless of the technology that

the game was built in. This also increases the amount of data

that Playtech can access, improving our analytics offering and

increasing network effects.

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Marketplace business

model unleashes

powerful network

effects

Network

eects from

third-party

content/Games

Marketplace

Better brand

for Playtech

customers

More end

consumers

Better

customer

experience

More choice

for end

consumers

Attracts more

third-party

content

Stakeholder engagement

Engaging constructively

with all stakeholders

Playtech’s success is reliant on maintaining strong relationships with stakeholders.

As a technology leader and trusted service provider in the gambling industry, Playtech’s success is built upon maintaining strong relationships

and trust with its stakeholders. As an Isle of Man registered company, we are not bound by the UK Companies Act 2006. However, we seek to

adhere to best practices and, as such, the following section outlines how the Directors take into account their obligations under section 172(1)

(a)to(f) of the Companies Act 2006.

Employees

Why we value them

We recognise our employees are fundamental to our success and,

as such, we put our colleagues at the heart of everything that we

do as a company. We strive to recognise and reward everyone’s

contributions appropriately and support our employees to ensure

motivation and give people the opportunity to develop both personally

and professionally. Playtech, therefore, needs to attract and retain

top talent and a strategic and professional approach to recruitment

isessential to achieve this.

Most pertinent issues in 2022

• Impact of the war in Ukraine on our colleagues and the community

• Flexibility, autonomy and being able to work from home

• Employee wellbeing, work-life balance and career progression

• Diverse and inclusive workplace

• Competitive remuneration and benefits

• Communications about strategy and priorities

• Rising cost of living

How the Board and management engage and respond

In 2022, the Board and executive team took steps to strengthen the

quality and frequency of colleague engagement which will continue

into 2023. Specific methods of engagement include:

• Employee engagement surveys

• Town halls and office visits – structured and informal format to:

• Understand and listen to ideas, issues and concerns

• Increase awareness and understanding of the corporate strategy

and priorities

• Establish meaningful, two-way engagement with colleagues

• Foster a culture of listening, openness and consultation

• Ensure employees are aware of actions as a result of engagement

• Independent Speak Up mechanism allowing employees to raise issues

• Qualitative and quantitative data and recommendations frequently

presented to the Board, Sustainability and Remuneration

Committees on employee turnover, engagement, reward

andbenefits, talent development, and diversity and inclusion

Read more on pages 56 to 63

Shareholders

Why we value them

Continued access to capital is vital to the long-term success of our

business. Furthermore, Company Directors can better understand

shareholder concerns and the driving forces behind their voting

decisions. Engagement with experienced investors can be valuable

for the Company in providing feedback on key strategic decisions,

whilst also helping to anticipate any issues that may arise in areas

such as governance and sustainability.

Most pertinent issues in 2022

• Strategic priorities following unsuccessful acquisition of

Playtech plc

• Simplification of the Group including disposal of Finalto

• US and Latin America strategy

• Capturing the market opportunity in Italy

• Corporate governance

• ESG strategy and progress on safer gambling, climate and diversity

and inclusion

How the Board and managementengage and respond

• Annual Report and AGM

• Structured programme of communications between Board

members and Investor Relations and existing and prospective

investors and analysts

• Results presentations and post-results engagement with major

shareholders

• Capital Markets Days

• Board receives regular updates on investor relations

• Engagement with ESG indices

• Chair of the Remuneration Committee engages with shareholders

on Remuneration Policy and practice

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Licensees and customers

Why we value them

We seek to understand our licensees’ and customers’ needs and

challenges so that we can develop products and services and enter

strategic partnerships that will add value. Regularly engaging with

licensees and customers also highlights opportunities for innovation

to ensure we can stay ahead of the competition, and respond

tochallenges.

Most pertinent issues in 2022

• Innovation across content, products and platform

• Data protection

• Compliance

• Business and operational continuity during the Ukraine war

• Competitive pricing

• Service reliability and scalability

• Solutions and support to meet and anticipate regulatory

developments and sustainability topics – including safer gambling

How the Board and management engage and respond

• Face-to-face engagement at trade shows

• Executive Management team regularly meets with our customers

to ascertain how Playtech is delivering as a partner and how we

can improve

• The Board regularly receives updates on licences signed

andprogress on implementations

• Management teams use account management structures and

CRM tools across our business to ensure we are delivering to

ourlicensees’ and customers’ expectations

• We aim to apply best practices, develop skills and capabilities,

anddeliver continuous improvement in execution to enhance

theoverall customer experience

Suppliers and technology partners

Why we value them

Playtech’s Procurement function identifies key suppliers and

maintains partnership relationships to ensure its supply chain is

aligned with the Company’s core values and supports business

continuity. Our suppliers and technology partners play a crucial role

in supporting our operational excellence as well as the success of our

commercial teams, product units and, ultimately, our licensees. Our

customers benefit from high-quality provision of technical services

as well as the suppliers’ and partners’ geographic reach, industry-

specific and functional domain expertise and implementation support.

Most pertinent issues in 2022

• Complexity and speed of onboarding process for new suppliers

• Impact of the pandemic on supply chain continuity and

timely delivery

• Consistent and regular communication and engagement

withkey suppliers

• On-time payments

• Fair terms

• Ensure suppliers (including small suppliers) have access

tonewbusiness opportunities

• Ethical behaviour and supplier compliance with sustainability

criteria on climate and human rights

• Innovation partnerships

How the Board and management engage and respond

• Presentations to the Board Sustainability Committee on

sustainable procurement risk assessment and sustainable

supplychain strategy

• The Procurement function undertakes actions to ensure open

communication with vendors and suppliers

• Playtech initiates supplier briefings and brainstorming sessions

tohelp create new solutions aligned with Playtech requirements

• Playtech ensures its suppliers comply with regulatory

requirements, through due diligence checks, GDPR reviews and

information security checks

• Playtech works with suppliers to ensure compliance with human

rights and climate requirements

• Despite disruption due to the Ukraine crisis, Playtech managed

todeliver hardware on time and meet project deadlines

• The Board has directed Playtech to partner selectively with those

that are leaders in their own field and share Playtech’s standards

and values

Stakeholder engagement continued

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Regulators and policymakers

Why we value them

Engagement with regulators plays an important role in, and can be

valuable to, facilitating a fairer, safer and more sustainable sector.

The Company continues to actively advocate for regulation in existing,

future and evolving markets and recognises that one-on-one

engagements with regulators and policymakers are vital to raise

industry standards and better understand regulator concerns and

decision making. Through increased engagement with regulators

andpolicymakers, the Company is well positioned to achieve one of

its key commitments to share knowledge and have an even greater

influence on the regulatory environment and drive greater levels of

industry collaboration.

Most pertinent issues in 2022

• Developing effective regulations for new jurisdictions

• Improving existing regulations and compliance with a greater focus

on safer gambling and AML

• New regulatory and legislative developments to promote player

and consumer protections

• Monitoring AML compliance failings

• Industry-wide changes to legislation to restrict advertising in new

and established jurisdictions

• Implementing industry-wide safer game design

• Adequate industry contributions to charities providing research,

education and treatment

• Use of technology and data analytics to enable player protection

How the Board and management engage and respond

• Board member participation in trade body and one-to-one

meetings with regulators and policymakers

• Chief Compliance Officer provides the Board with regular updates

on developments

• The Board is engaged with the licensing processes in several

newjurisdictions to better understand regulatory requirements

• The Board continues to actively promote further regulation in the

US via meetings with state regulators

• The Board receives ongoing updates including the review of the

UK Gambling Act and regulatory developments in the US and

Latin America

• Playtech delivers training to the Board every 12–18 months,

including legal requirements related to anti-money laundering

andanti-corruption, as well as regulatory developments

Society and communities

Why we value them

We are committed to operating and growing our business in a way

that has a positive impact on the communities and environment where

we operate. We also recognise that the challenges facing the sector

and communities cannot be solved by one organisation alone. Driving

positive social change requires collaboration and partnership.

Most pertinent issues in 2022

• Societal concerns about the impact of gambling on digital wellbeing

and mental health

• Financial and in-kind investments in safer gambling research,

education and treatment

• Action to reduce the risks and impacts on climate change and nature

• Action to tackle modern slavery and human and labour rights issues

• Equality, diversity and inclusion

• The impacts of the war in Ukraine

• Partnership, engagement and support for local community

organisations and causes

How the Board and management engage and respond

• Engagement of the Sustainability and Public Policy Board

Committee along with the CEO with Playtech’s external

Stakeholder Advisory Panel to challenge and inform the

Company’s sustainability strategy

• The Board is provided with updates from the Chair of the

Sustainability Committee on a wide range of societal and

environmental topics including:

• The Company’s safer gambling strategy with a specific focus

on Playtech Protect, Playtech’s safer gambling technology

solutions offering

• Climate change

• Human rights

• The Board is provided with regular updates on community-related

efforts led by Playtech employees, such as the response to the

Ukraine war

• The Board participated in climate change training and endorsed

theCompany’s climate change strategy

• The Board Sustainability and Public Policy Committee reviewed

and approved targets for increasing female representation in

leadership roles

See our response to Ukraine on pages 8 and 9

See KPI section on page 17

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Responsible business and sustainability

Sustainable Success

Sustainability framework, commitments and targets

The war in Ukraine, rising cost of living, economic downturn, continued impacts of climate change and lasting impacts of the pandemic on employee

working life and wellbeing, coupled with increased regulatory and disclosure requirements, have all had a profound influence on how a business responds

and manages societal and environmental impacts and opportunities. For the online gambling sector, there is a continued focus on the role that technology

can play in understanding and reducing risk as well as supporting a safer gambling experience. However, the growth of online gambling and increasing

regulatory developments continue to prompt debate and concerns about the impact of online gambling on the health and wellbeing of consumers.

Allofthese developments have influenced the Company’s decisions about its commitments and actions to grow in a responsible and sustainable way.

Commitments

• Expand the portfolio of safer gambling technology, tools

and solutions

• Harness investment in R&D to advance the next generation

of safer solutions

• Strengthen operational safer gambling standards and

technology across our operations

Performance measures

• Engagement and collaboration with licensees

• Research and partnerships

• Safer gambling certification

Pioneering

safer gambling

solutions

Commitments

• Promote integrity, uphold human rights and reduce

compliance risk across our operations and supply chain

• Ensure equal opportunity and equality for all employees

• Support employee wellbeing

Targets and performance measures

• Increase gender diversity amongst our leadership

population to 35% by 2025 against a 2021 baseline

• Supply chain risk assessment on human rights

• Employee engagement

Commitments

• Reduce greenhouse gas (GHG) emissions within own

operations and supply chain

• Build capability and climate resilience through decisive

actions in both own operations and supply chain

• Align to global climate efforts to transition into a low carbon

economy, in accordance with the latest climate science,

and prioritise climate innovation

Targets and performance measures

• Reduce Scope 1 and 2 carbon footprint by 40% by 2025

against a 2018 baseline

• Switch all offices, wherever possible, to renewable energy

• Secure approval of near-term and net zero targets by

Science Based Targets initiative (SBTi)

Commitments

• Help people live healthier online lives and adopt digital

resilience and safer gambling behaviours

• Contribute to and support research, education and training

to prevent, reduce and address gambling-related harm

• Increase employee participation in and contribution to

volunteering

Targets and performance measures

• Reach 415,000 people with digital wellbeing

programmes by 2025

• Engage 30,000 people in community and mental health

programmes to improve livelihoods by 2025

• 5% year-on-year increase in employees’ contributions

(skills, time or money) to the community, reaching a global

average of 10% by 2025

Promoting integrity

and an inclusive

culture

Partnering on shared

societal challenges

Powering action

for positive

environmental impact

Strategic Report

Playtech plc Annual Report and Financial Statements 2022

Group Sustainability Scorecard

Playtech uses a Group Sustainability Scorecard to assess performance against key non-financial metrics. In 2022, Playtech enhanced

thescorecard by revising the performance measures against each goal. The scorecard is designed to monitor, inform and assess progress

towardssafer gambling, climate, diversity, wellbeing, supply chain and community investment goals.

Goals Commitment KPI 2022 progress

Operational excellence

in safer gambling

Strengthen operational safer gambling

standards and technology across

ouroperations

Safer gambling independent

certification or assurance

GamCare B2B Safer Gambling Standard

G4 international certification of responsible

online gambling (Snaitech)

Safer gambling training delivery

to workforce

Customer Interactions (B2C) training

completion rate: 96%

Engagement on safer

gambling solutions

Expand the portfolio of safer gambling

technology, tools and solutions

Harness investment in R&D to advance

the next generation of safer solutions

Brands deployed and integrated with

Playtech Protect solution, BetBuddy

13 brands in six jurisdictions

New policy and research (practical

and theoretical) papers

Publication of two research papers

Low carbon business

Reduce greenhouse gas (GHG)

emissions within own operations

andsupply chain

Reduce Scope 1 and 2 carbon

footprint by 40% by 2025 against a

2018 baseline

6,970 tCO

, absolute decrease by 11.7%

since 2021 and 39.6% since 2018 (baseline)

Track Scope 3 reductions with focus

on key material categories

109,100 tCO

Build capability and climate resilience

through decisive actions in both own

operations and supply chain

Switch all offices, wherever possible,

to renewable energy

56.4% of energy consumption is from

renewable sources

Align to global climate efforts to transition

into a low carbon economy, in

accordance with the latest climate

science, and prioritise climate innovation

Get near-term and net zero targets

approved by Science Based Targets

initiative (SBTi)

Submitted commitment letter to set

near-term and net zero targets for

approval by SBTi

Attracting and

retaining a

diverse workforce

Ensure equal opportunity and equality

for all employees

Increase gender diversity amongst

ourleadership population to 35%

by2025 against a 2021 baseline

Increased female representation amongst

leadership population to 26%

Reduction in gender pay gap and

gender bonus gap (UK)

Mean gender pay gap: 27%

Median gender pay gap: 27%

Mean bonus gender pay gap: 41%

Median bonus gender pay gap: 37%

Support employee wellbeing Employee participation in

wellbeinginitiatives

Rolled out >100 wellbeing initiatives and

3,400 employees participating in at least

one initiative

Improvement of NPS from employee

engagement surveys

NPS: 54%

Embedding

sustainability

and compliance

into supply chain

operations and

management

Promote integrity, uphold human rights

and reduce compliance risk across

ouroperations and supply chain

Reports raised through Playtech’s

Speak Up whistleblowing hotline and

incidents identified and resolved

Two incident reports raised and resolved

Completion of mandatory training

on compliance, data privacy and

cybersecurity, information security,

human rights and modern slavery

Training completion rates on:

Compliance: 94%

Data protection: 96%

Information security: 95%

Human rights: 96%

Ensuring transparent

spend and maximising

impact of community

investment

Empower charities, community groups

and social enterprises to deliver a

positive impact to local communities

Help people live healthier online lives

and adopt digital resilience and safer

gambling behaviours

Number of people engaged through

community investment and mental

health programmes

>70,000 people engaged

1 Engaged is defined as an individual that has directly

benefited and/or has interacted with the programme

supported from financial and/or in-kind support.

Number of people reached with the

healthy online living initiatives

>370,000 people reached

2 Reached is defined as an individual that has directly

and indirectly benefited and/or interacted with

theprogramme.

Contribute to and support research,

education and training to prevent, reduce

and address gambling-related harm

Total amount invested > £1,010,000

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Responsible business and sustainability continued

A message from the

Chair of the Committee

The below highlights our

progress in 2022

Safeguarding our people

With over 700 colleagues based in Ukraine, our key priority

remains the safety of our people. We continue to provide

essential support to our colleagues as well as humanitarian

support to communities across the country.

Strengthening governance

Alongside the CEO and executive team, the Committee

members have actively engaged with the external

Stakeholder Advisory Panel. This engagement has been

instrumental in helping us challenge ourselves to continuously

improve our strategy and consider future trends and

developments as well as understand how other companies

across sectors are tackling environmental, social and

governance considerations. During the year, the Company

also appointed a new Chief Sustainability and Corporate

Affairs Officer, who is a member of the Company’s Executive

Management Committee.

Enhancing our safer gambling technology

offering and partnerships

Through our Playtech Protect division, we continued

to enhance the technology and service offering for our

licensees, expand our research portfolio and our partnerships

to empower our licensees to enhance player protection

measures and raise industry standards.

Taking action to tackle climate change

The Company recognises that urgent action is required to

substantially reduce the risks and impacts of climate change

and, therefore, made a formal commitment to set near-term

and net zero science-based targets through the Science

Based Targets initiative (SBTi). 2022 also saw the Company

make significant progress in shifting to renewable energy

across the Group’s assets.

Advancing equality and inclusion

The Group has set out an ambition for equality in the

workplace and has begun to make progress on gender

diversity within its leadership population. In addition, we

have taken action to embed diversity as part of leadership

development and succession planning.

As we look to 2023 and beyond, our priorities will be to

continue to deliver against our commitments whilst also

focusing on how we can embed sustainability into our culture,

decision making and performance management.

As a Non-executive Board member and Chair of the Board’s

Sustainability and Public Policy Committee, I am delighted to share the

progress and highlights of our sustainability performance for 2022.

This was the first full year that the Committee has been operational

and it held six meetings to review and monitor progress and challenge

the business to accelerate action across safer gambling, diversity

and inclusion, climate change, procurement and human rights. These

sessions enabled the Committee to better understand areas of

progress and the challenges ahead. The outcome of our meetings

included an endorsement of strategies to leverage technology to

advance safer gambling solutions, combat climate change, contribute

to a more inclusive business culture and support communities and

our workforce. The Committee is also working with the Remuneration

Committee and Executive Management to link ESG performance

to remuneration for Executives and selected leaders. Additionally,

the Committees are working with Executive Management to develop

a framework for embedding sustainability into performance

management across the Group.

Linda Marston-Weston

Chair of the Sustainability and

Public Policy Committee

23 March 2023

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Sustainability governance and oversight

Playtech officially formed its Sustainability and Public Policy Board

Committee in 2021. Since then, the Committee has played an

important role in reviewing the implementation of the sustainability

strategy, recommending enhancements on measuring progress,

setting achievable targets and reviewing implementation and actions

to meet the Company’s commitments. The Committee also oversees

the Company’s key non-financial commitments, strategy, targets and

reporting from Board level.

The day-to-day responsibility for sustainability governance sits

within the Sustainability and Corporate Affairs function. In practice,

this function co-ordinates action, provides subject matter expertise,

delivers support to other relevant functions, business units and

country management, manages and tracks performance, and leads

engagement and partnerships with external stakeholders. The team is

working closely with the Regulatory Affairs and Compliance function

to align and integrate compliance and regulatory considerations into

planning and decision making.

The Group’s governance processes are supported by the Internal

Audit and Risk function, providing assurance to the Board and

Executive Management team that effective systems and controls

are in place to manage significant risks within the business. The

Regulatory Affairs and Compliance function is subject to recurring

annual reviews, the scope of which is dynamic and varies from year

to year. Internal Audit also ensures that compliance-related areas are

integrated into other operational audits, as and when applicable, and

scrutinises the processes and data used to populate KPIs.

The Regulatory Affairs and Compliance function continued to lead the

Compliance Council and other internal governance forums. The key

objectives are to:

• inform Playtech’s product teams, business units and projects of

current and evolving regulatory affairs and compliance topics;

• review and assess the impact of regulatory and compliance

developments;

• proactively engage on opportunities and shape debates on

regulatory affairs;

• discuss and co-ordinate regulatory and compliance positions; and

• share information and raise awareness of progress, challenges

and/or resource concerns that may impact Playtech’s compliance

and regulatory position.

Action and accountability

In response to the evolving expectations regarding Board and

executive accountability on environmental, social and governance

performance, the Board has agreed to link executive remuneration

to year-on-year progress against the Company’s 2025 sustainability

commitments, effective from 2022 with an expansion to Executive

Management Committee and selected senior leaders in 2023. The

KPIs used to assess year-on-year performance cover safer gambling,

diversity and inclusion and climate change.

During the year, the Board endorsed the Company’s commitment to

set near-term and net zero targets in line with climate science with the

Science Based Targets initiative (SBTi). The Company is developing

its roadmap and transition plan to meet these targets. During 2022,

the Board and members of the Executive Management have also

participated in climate change training.

The Board Sustainability and Public Policy Committee reviewed,

approved and monitor the Company’s diversity, equity and inclusion

strategy, including targets to increase female representation in

leadership roles. In December 2022, the Board approved a new Board

Diversity Policy outlining its commitment to ensure that diversity is a

key factor in the recruitment and succession planning at the Board

and executive levels.

Stakeholder engagement

In 2022, Playtech continued to challenge its approach to sustainability

and the way we do business through an external Stakeholder

Advisory Panel. The Panel was established in 2021 to help inform and

advance the strategy and raise standards for responsible business

practices within the gaming and betting sector. The Stakeholder

Advisory Panel has brought together external subject matter experts

and senior internal decision makers, including the Company’s CEO

and other relevant senior leaders. This forum complements Playtech’s

existing and regular stakeholder engagement mechanism. The Panel

discussed the Company’s approach to safer gambling, diversity,

equity and inclusion as well as climate change. During the course of

2022, the Panel’s insight, engagement and challenges provided an

invaluable perspective to help Playtech accelerate and mature its

approach going forward.

Key themes raised during the sessions included recommendations

for embedding sustainability into the Company’s purpose and

ambition, clarifying the business case for change and action,

harnessing employee engagement and insight, and leveraging

the Company’s role as a catalyst for greater collaboration in

the sector. Detailed summaries of the Panel meetings and

the actions that Playtech is taking forward can be found at

www.playtech.com/sustainable-success.

In 2023, Playtech intends to continue with a formalised external

engagement panel as part of its continued efforts to evolve and

informits future sustainability strategy.

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Sustainability

materiality

In 2022, Playtech conducted a refresh of its materiality assessment to ensure that

the Company prioritises the environmental, social and governance issues that both

internal and external stakeholders consider to be important for Playtech, the industry

and society. The assessment was conducted by engaging internal and external

stakeholders, desktop research and analysis of evolving stakeholder expectations,

aswell as regulatory and compliance developments.

Responsible business and sustainability continued

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Sustainability materiality matrix

This section outlines the material and emerging issues of interest to stakeholders, including topics that are related to wider community

investment activities and water usage within the Group’s Italian operations.

Emerging Material

Strategic

Importance to stakeholders High

Impact on Playtech High

Pioneering safer gambling solutions

Promoting integrity and an inclusive culture

Powering action for positive environmental impact

Partnering on shared societal challenges

1 These refer to new issues recognised and considered following the updated materiality assessment.

Circular

economy

Water

security

Waste

management

Biodiversity

Remuneration

equity

Systemic risk

management

Labour

standards

Human rights

Responsible advertising

& marketing

Corporate

governance

Data protection

and cybersecurity

Employee health & safety

Financial crime

Safer gambling

Climate change

DEI

Community

investment

Board & executive

remuneration (linked to

ESG criteria)

Digital wellbeing

& resilience

Charity

partnerships

Ethics of AI

Tax

transparency

Intellectual property

& disputes

Lobbying & public

policy

Human capital

management

Protection of

vulnerable groups

Responsible

supplychain

Issues that matter to Playtech and society

The Company recognises that standards, requirements and

expectations about the role of business in tackling environmental,

social and governance topics continue to evolve. Regularly assessing

which issues are material to the business and industries it operates in

is essential to successfully test and develop the Group’s responsible

business strategy and reporting. Playtech defines an issue as

being material if it is considered important by key stakeholders and

could have a significant financial impact on the business. As such,

the business considers both risks and opportunities as part of the

materiality assessments.

In 2022, we updated our Group’s materiality assessment by

conducting a refreshed systematic scan of the priority issues for

the betting and gaming and software and services sectors. We

reviewed the frameworks defined by investors and the wider financial

community, employees, licensees, gambling charities, regulators and

the media in order to conduct this analysis. We then grouped a long

list of issues into more meaningful clusters, which were prioritised

through a variety of exercises, including internal interviews.

The diagram below provides a visual overview of the material

concerns, segmented into strategic, material and emerging issues.

Strategic issues typically represent challenges that may not be on the

stakeholders’ radar yet but are instrumental in the Group’s planning

for the future. Emerging issues typically represent challenges that are

rising up on the stakeholders’ radar but are not yet instrumental in the

Group’s planning for the future. Four out of the five emerging issues

are challenges related to the environment, and thus we will monitor

and explore these within our new pillar, “Powering action for positive

environmental impact”, to assess how we can mitigate these risks

andreduce our impact on the environment.

While this may break with usual conventions around materiality

assessments, Playtech is a unique business, spanning both

the technology and gambling industry classifications for ESG

benchmarks. To that end, the Company has taken into account

material issues from both sectors in its materiality assessment.

The issues identified as being the most material are:

Safer gambling

Embraces areas such as games design and product safety,

marketing, investment in research, education and treatment

(RET), customer engagement, regulation, data analytics

andtheuse of AI.

Climate change

Covers policies, existing and impending regulations, initiatives

and performance relating to climate change prevention, mitigation

and adaptation.

Diversity, equity and inclusion

Covers increased representation and inclusivity for various

groups, including gender, culture, identity and disability, directly

linked to talent attraction, retention, employee engagement,

training and development.

Responsible advertising and marketing

Refers to adopting a socially responsible approach to advertising

and marketing, such as ensuring that adverts do not exploit the

susceptibilities of young or vulnerable people.

Employee health and safety

Relates to looking after the mental and physical health of

employees – a concern that has come further to the fore following

the pandemic.

Data protection and cybersecurity

Relates to policy, governance and resourcing as well as

operational KPIs related to security strategies, data protection

and security controls, vulnerability monitoring and risk

assessments and risk management as well as data governance.

Corporate governance

Refers to elements of governance that relate to the social and

environmental aspects of sustainability such as Board diversity

and experience, incentives and remuneration, as well as

integration of sustainability into decision making.

Financial crime

Focuses on anti-money laundering (AML), anti-bribery and

corruption (ABC), tax evasion and professional integrity.

Human rights

Focuses on recognising the rights of all people regardless of race,

sexuality, nationality or any other status. It also includes specific

reference to modern slavery.

Labour standards

Relates to basic worker rights, working conditions, adequate

wages and job security.

Systemic risk management

Refers to ensuring risks associated with business collapse

are managed, such as ensuring there is clear accountability

andreporting.

The approach to materiality is dynamic and will continue to evolve

and adapt, ensuring assessments help the business to capture

changes in the business and in society, as well as focusing on

reporting and ESG disclosures.

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Responsible business and sustainability continued

Pioneering safer

gambling solutions

As a business, the most impactful contribution that Playtech can make

to the industry and in society is through the provision of technology to

advance safer gambling and player protection.

Safer gambling – the changing landscape

and approach

Across all markets, including jurisdictions where online gambling

is newly and/or in the process of being regulated, the importance

of safer gambling continues to be the most material challenge and

concern for the gaming and betting sector. With its unique reach,

data capabilities and investments in safer gambling technologies, we

have taken the conscious decision to lead and pioneer technological

solutions to help our licensees improve safeguards as part of the

gambling experience for consumers. A key principle of the Company’s

approach has been collaboration. Playtech has partnered across its

operations and externally, with academics, non-profit organisations,

licensees and think tanks, to further develop and advance the delivery

of safer gambling solutions and standards as well as broaden its safer

gambling product portfolio under Playtech Protect. In 2022, Playtech

continued to integrate safer gambling technology and solutions as a

core part of its products and solution offerings to licensees.

Innovation and development of Playtech Protect –

Playtech’s safer gambling offering

Playtech Protect was established to offer licensees a wide range of

responsible gambling and compliance technology, tools and solutions

as well as its research partnerships. The solutions are embedded into

Playtech’s technology including Playtech’s Information Management

Solution (IMS) platform and Engagement Centre.

In 2022, we saw continued interest and uptake of safer gambling

technology tools and solutions by licensees. With more jurisdictions

introducing specific requirements on the use of behavioural analytics

to detect players at risk, Playtech expects an increase in demand

for technology solutions, identifying, engaging and reducing

gambling-related risk. During 2022, 13 brands were integrated with the

Playtech Protect solution, BetBuddy, compared to 8 brands in 2021.

By the end of 2022, Playtech Protect has expanded into three new

jurisdictions, having been adopted by clients in Germany, Portugal

and Switzerland. During the year, Playtech also continued the

development of its offering. The tools have been redeveloped on a

better performing cloud architecture to ensure the Company has the

bandwidth to scale the offering with operators and support a larger

customer base. Additional improvements include a wider range of

customised reports. To date, it is estimated that over 2 million players

have been monitored and risk assessed for responsible gambling

across 13 brands.

Commitments

Pioneering safer gambling solutions has always been a

vital area for Playtech – and the sector it operates in – and

will only become more important in the years ahead as the

Company works to:

• Expand the portfolio of safer gambling technology, tools

and solutions

• Harness investment in R&D to advance the next generation

of safer solutions

• Strengthen operational safer gambling standards and

technology across our operations

Performance measures

More information on methodology and KPIs at www.playtech.com

Brands deployed

and integrated

with BetBuddy

Number of

jurisdictions

Compliance and

safer gambling

SaaS partnerships

Engagement and

collaboration

with licensees

Safer gambling

certification

Research and

partnerships

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Examining player protection

and responsible gambling

behaviours in Latin America

As part of Playtech’s aspiration to build greater

confidence in the benefits of regulation and find

solutions to advance responsible gambling, Playtech

commissioned a regional research and insights study in

2021 to examine player attitudes towards responsible

gambling. In 2022, Playtech commissioned research

for a second year. In a region where many countries

are discussing online gambling regulation, it is notable

that players have a positive view of rules and guidelines

on responsible gambling to help them stay safe. The

study, conducted in collaboration with a third-party

survey company (Toluna), explores the key issues

related to responsible gambling in the region. The study

surveyed consumer views on responsible gambling

across Argentina, Brazil, Chile, Colombia and Peru, and

examined aspects of responsible gambling, notably

player preferences when gambling, the acceptance

of protection messages along the playing journey,

perceptions of regulation, expectations of operators

andaview on how players perceive their behaviours.

In addition to Playtech’s core offering under Playtech Protect, the

Company continues to maintain compliance and safer gambling

SaaS partnerships which play an important role to support more

licensees to compete, grow and thrive in the changing regulatory

landscape. These partnerships offer licensees a broader range of

quality technology solutions as well as making access easier via the

Playtech integration. One particular area of focus in mature markets,

such as the UK, is the role that technology solutions can play in

assessing the affordability of a player. Playtech continued to engage

with third-party providers to ensure it is well positioned to support

licensees with technology solutions to assess customer affordability

voluntarily as well as when regulatory regimes mandate affordability

checks. In 2022, Playtech increased its compliance and safer

gambling SaaS partnerships to 11 from 9 in 2021. These partnerships

play an important role in supporting more licensees to compete, grow

and thrive in the changing regulatory landscape, by giving them more

choices of best-in-class solutions and making access easier via the

Playtech integration.

The Playtech Engagement Centre offering can be used by

licensees to create bespoke safer gambling journeys, interact

with their players and provide information, or encourage them

to undertake a specific action. More information can be found at

www.playtech.com/playtech-protect. The Company has promoted

the use of Player Journeys as part of an operator’s safer gambling

strategy and provided training and demonstrations to licensees

throughout 2022.

In 2022, Playtech has continued to strengthen collaboration across

all its operations and business units to standardise its delivery of safer

gambling solutions to all its B2B and B2C brands. Playtech carried out

player engagement for operators in various markets in partnership

with the Playtech Managed Services (PTMS) division. PTMS

collaborates with Playtech Protect to inform how customer insights

can be used to improve interaction with at-risk players.

Collaboration with licensees

Playtech recognises that the key challenge ahead is to identify the

most meaningful metrics to measure player protection across the

industry. In 2022, Playtech launched a four-year research partnership

with Holland Casino, Erasmus University and the University of

Amsterdam. This partnership will explore how to measure player risk

and behavioural impacts from safer gambling interactions through

BetBuddy. It will develop a library of interventions which will be made

publicly available.

As Shimon Akad, COO, says: “We are investing in data analytics

and digital solutions to promote responsible gambling and deliver

solutions to reduce gambling-related harm. While there are already

tools to help customers gamble safely, we want to significantly

improve the effectiveness and use of these tools amongst

customers. We believe the best way to achieve this goal is to work

collaboratively with academic experts who can identify and evaluate

new approaches based on scientific theory. The goal of this research

collaboration is to develop a range of effective tools and interventions

that can be shared with all stakeholders and adopted by industry and

regulatorsglobally.”

As Playtech’s strategic focus continues to expand to other markets

such as the US, Canada and Latin America, where individual states

and provinces are regulating online gambling for the first time, the

Company will use its experience in compliance and safer gambling

to support its licensees in those markets. This will ensure that the

opportunities that regulation creates are balanced with the need

toprotect consumers.

“ We believe that gambling can

be an important and enjoyable

part of the leisure industry and,

more importantly, society. We

also believe that to ensure that

gaming benefits all stakeholders,

it is essential that the industry

leverages the technology and tools

available to put player protection

and trust at the heart of any

customer experience.”

Mor Weizer

CEO

Strategic Report

Playtech plc Annual Report and Financial Statements 2022

Safer gambling insights and solutions

Playtech has continued to expand its research programme portfolio

to cover a variety of topics, including Data Analytics, Product Safety,

Ethics and AI, and Digital Resilience. The programme builds on the

ongoing efforts to understand and address behavioural gambling risk

factors and convert those insights into player engagement. In 2022,

Playtech published two research reports as part of its collaboration

with the Responsible Gambling Council of Canada (RGC) and Demos,

a UK think tank. The reports generated insights about behavioural

features that are the strongest markers of harm and the effect of the

introduction of a stake limit for online slot games in Germany.

Playtech also presented two papers at the prestigious European

Association for the Study of Gambling (EASG) conference. The

RGC published two research papers as part of the ongoing

collaboration. The first was on Digital Wellbeing and Online Gambling,

and the second looked at the promising practices identified in

digital gambling tools that are designed to support users across

the player spectrum. All are available on Playtech’s website,

www.playtech.com/playtech-protect/research.

Safer gambling standards and certification

Playtech’s commitment to safer gambling solutions and the vital

importance it has for the business have been demonstrated by the

external recognition Playtech received year on year. In 2022, Playtech

initiated the GamCare B2C Safer Gambling Standard independent

assessment to add to the B2B Safer Gambling Standard that was

achieved in April 2021, www.safergamblingstandard.org.uk. Playtech

was the first company to receive the GamCare B2B Safer Gambling

Standard. GamCare is the UK’s leading provider of information,

advice and support for anyone affected by problem gambling.

TheGamCare Safer Gambling Standard is an independent quality

standard, which assesses the quality of controls that companies put

in place to protect customers from experiencing gambling-related

harm. The accreditation process involved an in-depth review of

Playtech’s business, including governance, culture and executive

support for safer gambling, as well as safer game design and

productdevelopment.

The Snaitech Group is committed to implementing new initiatives

dedicated to responsible gaming and player protection. The Snaitech

division achieved the G4 international certification of responsible

online gambling in 2020, which remains valid until 2023.

Responsible gambling escalation to licensees – iPoker

Within the Poker network, iPoker employs its analytical skills to

identify possible money laundering, problem gambling and collusion

issues. Playtech’s dedicated team identifies potential issues and

escalates these to licensees to review and assess whether further

action should be taken. While Playtech is unable to take direct

action on behalf of licensees, as it does not have access to player

accounts, money or personal information, the team assists licensees

by escalating potential concerns about safer gambling, collusion and

anti-money laundering (AML).

The table below summarises the percentage of unique cases

escalated to licensees on AML, collusion and safer gambling over

the past three years. In 2022 several new licensees joined iPoker

and as result there was a significant increase in the number of

players and responsible gambling escalations. There was a drop

in the number of collusion escalations. This is predominantly due

to Playtech liaising with a specific licensee to strengthen security

of their sign-up process. There were a number of developments

in 2022, which included processes dedicated to the identification

of Real Time Assistance software and also advancements in the

Company’sexisting prohibited software investigation methods.

Responsible gambling escalation to licensees – Live Casino

Playtech’s Live Casino operations continued to provide licensees

with information about player behaviour that could indicate players

at risk and/or displaying behaviour that could be harmful. Similar to

the iPoker team, the Live operation does not have access to player

accounts, money or personal information.

The Live team uses a machine learning application, which analyses

chat for words and phrases indicating potential at-risk behaviour. This

year, Playtech is reporting on safer gambling escalations to include

data from its Live Casino operations in Spain, Romania, Belgium,

Latvia, the US and Lima. In 2022, Playtech at-risk escalations from its

Live operations totalled 53,085 cases, compared to 23,802 in 2021

and 19,558 in 2020. This number has increased due to new products,

the launch of new tables, entering new markets and the continuous

upgrade of the chat analyser tool resulting in increased player

chatactivities.

Escalations to licensees – iPoker

AML (%)

2022

0.03

2021

0.02

2020

0.03

Collusion (%)

2022

0.76

2021

1.03

2020

1.03

Responsible gambling (%)

2022

0.53

2021

0.39

2020

0.36

Responsible business and sustainability continued

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Strengthening safer gambling in B2C operations

Throughout 2022, Playtech B2C operations initiated several projects

to continuously improve the quality and accuracy of Playtech’s

models to identify at-risk players as well as customer interaction

procedures. These projects included updates to its technology

infrastructure to strengthen the accuracy and use of near-real-time

identification of at-risk players. Additionally, the B2C operations

initiated over 100 actions to strengthen player identification and

engagement procedures. Major workstreams include development

of a new internal single customer view tool to assess player risk and

a new segmentation engine to enhance categorisation of gambling

risk categories using a combination of risk factors. The latter project

will enable Playtech to also strengthen its capability to direct players

towards specific player journeys based on this segmentation. The

UK B2C division has also introduced enhanced measures to improve

the efficacy of its control framework in managing regulatory risks

and will be further enhanced with the use of new risk management

software. These projects will be implemented during the course of

2023 and 2024.

Safer gambling performance – B2C

2022 2021 2020

Proportion of customers self-excluding (%)

13% 10% 9%

Proportion of customers using RG tools (%)

33% 32% 29%

1 Number of self-exclusions and registrations with GAMSTOP as a percentage of total unique

customers within Playtech’s B2C operations in the UK.

2 RG tools comprise reality checks, time-outs and deposit limits.

3 Transposition error in 2020.

Customer interactions

In 2022, the B2C Operations team engaged with customers on safer

gambling through several channels including 263,762 emails; 12,730

person-to-person interactions via phone, email or live chat; pop-up

messages; and customer clicks on SmartTips, the brand’s consumer

facing hub for tips and advice on safer gambling. Even though the

number of emails has reduced, the number of person-to-person

interactions has significantly increased, due to more targeted

customer interactions rather than providing all information to

allcustomers.

2022 2021 2020

Total number of emails sent 263,762 529,244 420,071

Total number of person-to-person

interactions (phone/email/live chat) 12,730 5,314 6,478

Playtech continues to monitor the number of self-exclusions and

use of responsible gambling tools within the UK B2C operations in

2022 as a proportion of the total unique customers. The proportion

of customers self-excluding increased by approximately 3% to

13% in 2022. This was due to the business being more active in

self-excluding customer accounts proactively. The number of

customers using responsible gambling tools has also risen since 2021

to 33% due to operations broadening the reach of players receiving

interactions and safer gambling information, focusing on targeted

communications. This increase is encouraging as it demonstrates that

the B2C operations’ responsible gambling communications strategy

may be persuading customers to adopt positive gambling behaviours.

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Promoting

integrity and an

inclusive culture

Playtech has refined its focus under this pillar on people, compliance,

culture and responsible supply chain commitments. Recognising the

importance of climate as a material issue, Playtech has created a new

standalone pillar that outlines its targets and ambition to decarbonise

and contribute to environmental protection.

Reducing compliance risk

Responsible business practices are not just the right thing to do – they

are critical to Playtech’s licence to operate, and to delivering long-term

commercial success. That is why Playtech continues to put ethical

principles at the heart of its business. In addition to its values, the business

has set out its ethical business principles as it seeks to make compliance

and ethical behaviour a core part of its culture. The following diagram

illustrates the key elements of Playtech’s Compliance Programme.

Taking action to reduce compliance and financial crime risk

Playtech conducts regular risk assessments in order to identify and

mitigate its compliance, ethical and regulatory risks, including money

laundering, bribery and corruption and tax evasion. Playtech has a

zero-tolerance policy for corruption and is committed to keeping

crime out of its operations.

This includes regular licensee and third-party risk assessment and

monitoring, including reviewing compliance risks across the lifecycle

ofrelationships supported by automated monitoring of entities and third

parties. The system monitors for historical and real-time considerations

such as PEP, sanctions, legal action, insolvency and disqualifications.

In addition, the Compliance and Regulatory Affairs function provides

input to the Group’s quarterly risk management process. This process

document is supported by a risk register, risk matrix, assessment guide,

interview schedule and Group risk management processes.

Each year, Playtech also conducts annual anti-money laundering risk

assessments. These assessments are based on industry standard

documents produced by the industry body Gambling Anti-Money

Laundering Group (GAMLG). The GAMLG methodology has been

adapted to reflect the particular risks associated with each part of

Playtech’s business. Once completed, the risk assessments are subject

to review and challenge by external legal counsel, and summaries of the

findings and progress are provided to regulators. The following illustrates

the different types of risk assessments conducted during the year.

Commitments

• Promote integrity, uphold human rights and reduce

compliance risk across our operations and supply chain

• Ensure equal opportunity and equality for all employees

• Support employee wellbeing

Targets and performance

measures

Responsible business and sustainability continued

26%

Female

74%

Male

Amongst leadership population

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Increase

gender diversity

amongst our

leadership

population to

35% by 2025

against a 2021

baseline

Supply chain

risk assessment

on human rights

Employee

engagement

Policies

In 2022, Playtech reviewed its policies to align with evolving legislation

and industry best practice. This included updates to its anti-money

laundering, anti-bribery and corruption and business ethics policies

as well as its safer gambling and responsible advertising and

marketing policies.

Playtech communicates these policies to employees through a

number of channels including local communications to employees,

Playtech Home (Playtech’s intranet site), annual training, bespoke

training and the Company’s “The Way We Do Business” booklet, as

well as dedicated compliance emails and newsletters.

Training

Each year, Playtech deploys a wide range of training for employees

covering compliance topics including anti-money laundering,

anti-bribery and corruption, safer gambling, data protection and

anti-facilitation of tax evasion. All employees are required to

complete test-based e-learning training. In 2022, the Company

expanded the modern slavery and human rights training across all

employees. Playtech also deploys data protection and information

security awareness training modules. For more information on

cybersecurity and data protection, refer to the relevant sections. The

modules include a test to help the Company understand the levels of

understanding and awareness in Playtech’s workforce. Employees

who fail to complete the module will lose their eligibility for bonuses

within the financial year. Participation in core compliance, data

protection and information security training offered to employees

is available in the supplement. In 2022, the Company also provided

training to its B2C customer service team around meaningful

responsible gambling interactions, in the form of a workshop, where

participants were simulating real customer emotions. The workshop

was followed by a 20-minute one-on-one coaching session with

each participant during which they received feedback on their

interactions handling.

Playtech also delivers training to the Board every 12–18 months.

This includes briefings and legal requirements related to corporate

governance, sustainability, anti-money laundering and anti-corruption,

as well as regulatory developments. During 2022, the Board and

members of the Executive Management have also participated

in climate change training. The next Board training is planned

for H1 2023.

In 2022, Playtech continued with the excellence awards programme,

which included an “Engagement and Impact Champion” to recognise

employees helping to advance its sustainability strategy.

Training overview

The following outlines participation and completion rate in core compliance training offered to employees and leaders in the organisation.

Training type

Total number of eligible Total number completing the training Completion rate

Employees Contractors Employees Contractors Employees Contractors

Compliance essentials

6,423 220 6,063 213 94% 97%

Human rights 4,560 220 4,387 213 96% 97%

Customer interactions (B2C) 26 N /A 25 N /A 96% N/A

1 Snaitech employees also completed training relating to Italian Legislative Decrees 231/01 and 231/07, in light of regulatory changes.

Risk assessment

Policies and

procedures

External

engagement

and monitoring

Assurance,

evaluation and

reporting

Training

Reducing

compliance risk

Communications

and engagement

Governance

and oversight

Application to

products, services

and operations

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Reducing compliance risk continued

Speaking up

An important aspect of Playtech’s commitment to conducting its

business with integrity and promoting a culture of openness and

accountability is providing a channel for employees to voice concerns

about anything they find unsafe, unethical or unlawful. The Company’s

Speak Up line is instrumental in ensuring that employees have

access to an independent channel to raise concerns confidentially

and without fear of criticism or retaliation. Since 2017, Playtech has

offered an independent Speak Up hotline to enable employees to

raise their concerns confidentially and anonymously. During 2022,

Playtech had two incident reports, anonymously submitted in writing

via the Speak Up platform. These incidents triggered the internal

review and escalation process to the Chief Compliance Officer

andGeneralCounsel for review and have now been resolved.

Data protection

Playtech is committed to protecting and respecting the personal data

it holds, in accordance with the laws and regulations of the gaming

markets in which it operates. The Company’s systems, software,

technologies, controls, policies and processes have been adjusted

to ensure appropriate management of privacy risk. Personal data

processing is crucial to Playtech’s business model, with customers

and clients trusting the Company with their personal data every day.

Ultimately, they only trust Playtech as a business partner and supplier

when they have confidence that their personal data is safe and

understand how and why it is used by the Company.

Playtech’s Group-wide security and privacy policies support the

management of data privacy risk and are accessible to and applied

by all its global businesses units. Playtech provides transparency to

its players, employees and stakeholders on how it collects, uses and

manages their personal data and their associated rights.

Following the implementation of the EU General Data Protection

Regulation (GDPR) in May 2018, and numerous regulatory

requirements for the gambling industry, Playtech has embedded

a tested and verified as well as robust and consistent approach to

data protection and security across all of its jurisdictions. Playtech

takes all possible steps to safeguard personal data by adhering to

the principles contained within the GDPR and other relevant data

protection legislation.

Playtech has established a dedicated Data Protection team that

reports monthly to the Board on data privacy risks and issues. The

Data Protection team’s work focuses on driving privacy by design and

monitoring of policies as well as conducting reviews and data privacy

impact assessments. The Group implemented procedures set out

clearly the actions required when dealing with a data privacy incident.

These include notifying regulators, clients or data subjects as required

under applicable privacy laws and regulations. Over the past year,

Playtech has matured the depth and frequency of data protection

and cybersecurity reporting to maintain high visibility for its senior

management team and the Board.

Playtech is proactive in refining its approach to data privacy.

Acknowledging the evolving regulatory and technological landscape

and changing customer habits and trends, the Company seeks

continuous improvement both in its policy and its application. All

Playtech employees and partners are required to comply with

confidentiality requirements, and legal and regulatory obligations,

with contractual terms such as data processing agreements and

EU model clause agreements governing the use, disclosure and

protection of information. Each year, employees and contractors are

also required to complete test-based data protection and security

awareness training.

Responsible business and sustainability continued

Training overview

The following outlines participation and completion rate in data protection and security training offered to employees and contractors in the organisation.

Training type

Total number of eligible Total number completing the training Completion rate

Employees Contractors Employees Contractors Employees Contractors

Data privacy and protection 4,560 220 4,387 213 96% 97%

Information security 5,176 300 4,935 296 95% 99%

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Cyber and physical security

The Playtech Security team’s mission is providing business

enablement for the gaming platform, licensees and players in a

secure, non-intrusive and scalable manner. The global technological

environment is ever evolving, and so are cyber and physical security

threats. The gaming and betting industry is a highly lucrative target for

malicious parties, ranging from individuals operating by themselves to

highly sophisticated organised crime groups, which drives Playtech

Security to constantly strive for improved technologies, processes

and skills to address these challenges.

The Playtech Security team oversees the operational, technical and

organisational measures taken to protect the organisation from both

cyber and physical security risks. Domains such as infrastructure,

application, compliance and physical facilities are covered by a

comprehensive security programme, which assures the safe and

secure operation of Playtech’s business. The global Security team

has a strong customer-centric approach manifested by:

• emphasis on securing customer data at rest and in transit;

• educating licensees on the security capabilities of the

Playtech platform;

• monitoring activities around production applications and infrastructure;

• assuring suppliers and third parties undergo due diligence process

before integration with the Company’s infrastructure; and

• performing ongoing security audits and tests to verify the security

controls in place.

Furthermore, the Playtech Security team feeds into the corporate risk

programme, which includes:

• annual audit activities, in house and by licensees (ISO 27001, ISAE

3402, PCI-DSS, global regulations, etc.);

• network security architecture, automation and governance; and

• state-of-the-art protection of the Company’s devices from

malware, in-depth scanning of application code across

development teams to find security bugs and a 24/7 SOC team

which monitors the security incidents across the Company.

Compliance and responsible supply chain management

In 2022, Playtech initiated the review of its procurement policy to

strengthen oversight and mitigate compliance, ethical and climate-related

risks, to ensure minimum standards are adhered to when entering

joint ventures. Compliance continues to work closely with the

Procurement function to review risks in the supply chain. Supply chain

issues, including human rights and climate related, were specifically

examined as part of the compliance health check process and

riskassessment.

Human rights

Playtech is committed to upholding the principles embodied in the

Universal Declaration of Human Rights, as well as the International

Labour Organization’s Declaration on Fundamental Principles and

Rights at Work. Playtech’s most salient human and labour rights

issues relate to employment, data protection, procurement of goods

and services, and AML, specifically ensuring that individuals involved

in human trafficking and slavery are not laundering their money

through Playtech’s operations.

In 2022, Playtech published its sixth Modern Slavery Act statement,

outlining the initiatives the Company is undertaking to understand

and assess potential risks of modern slavery and human trafficking,

available at www.playtech.com.

Key areas of focus for 2022 included the reinforcement of processes

and procedures for managing third parties used in employment

practices, reviewing and strengthening audit procedures, and

strengthening supplier human rights assessments. In 2022, Playtech

enhanced its supplier risk profile to identify sectoral risks as well

as risks from their geographical location. A risk assessment matrix

was used, looking at sectoral risk, country risk and spend data to

prioritise next steps. The Company has reviewed 133 supplier sectoral

categories and has given a human rights and modern slavery risk

rating from “low” to “high” to each category. The Group has identified

57 “high” and “medium” categories as priority categories. To identify

country-specific risks, the Company took account of a number of

external indices in its process, including the UN Human Development

Index, Freedom House’s Freedom in the World Civil Liberties, the US

State Department’s Trafficking in Persons Report, the Global Slavery

Vulnerability Index and the World Bank Worldwide Governance

Indicators – Regulatory Quality, with the addition of the UNICEF

Child Rights Atlas – Workplace Index. In 2023, Playtech will engage

with its suppliers identified as being in a high-risk sector and located

in a high-risk country through a self-assessment questionnaire to

confirm that they continue to uphold the same standard as Playtech.

The Company will also continue an in-depth review of its internal

processes to ensure any gaps are identified and corrected.

In addition, Playtech’s Compliance team continues to monitor human

rights flags as part of its risk monitoring of third parties, including

suppliers, partners and licensees. The Company reviews any cases

involving human rights flags on a case-by-case basis to assess risk

and actions required.

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Responsible business and sustainability continued

Equality in the workplace

Playtech aims to foster a respectful and supportive workplace that

enables every colleague to have the same opportunity regardless of

backgrounds, cultures, beliefs, genders and ethnicities, or any other

attributes. The Company has set out specific diversity commitments

and a target to increase female representation amongst its leadership

population, including Executive Management and senior management,

to 35% by 2025 against a 2021 baseline year, with an ultimate ambition

to achieve equality in the workplace.

At the core of Playtech’s diversity, equity, inclusion and belonging

strategy, the Company made the following commitments:

1. promote an inclusive culture across the organisation;

2. build a more gender diverse workforce, increasing representation

of gender at all levels of the organisation and across all functions;

3. increase leadership representation of underrepresented

groups; and

4. adopt a data-driven approach to increase workforce diversity at

all levels of the organisation and across all functions.

Playtech’s strategy is formed to foster inclusion, improve gender

diversity and reduce the gender pay gap across our workforce.

The Board Sustainability and Public Policy Committee played and

will continue to play a key role in engaging with business leaders

on inclusion, challenging management to deliver against these

commitments and monitoring progress against the stated targets.

Playtech recognises that a diverse mixture of skills, professional

and industry backgrounds, geographical experience and expertise,

gender, tenure, demographics, disability, ethnicity and diversity of

thought is instrumental for the long-term success of the Company.

In 2022, the Board approved a Board Diversity Policy, setting out

its approach to ensure that diversity and inclusion is a core part

of recruitment and succession planning at the Board. To support

the implementation of the strategy, the Group has also deployed

a refreshed global recruitment policy as well as a new wellbeing,

bullying and harassment policy. The policies confirm Playtech’s

commitment to recruit from a diverse, qualified group of candidates,

thus increasing our diverse talent pool and broadening the Company’s

diversity of thought. In 2022, the FCA finalised new rules on board and

executive committee diversity disclosures. In 2023, we will be setting

targets on this and will report on the relevant ethnicity data.

In 2022, the Group also launched its first online unconscious bias

training, which had an 80% completion rate. This training remains

open for all employees, which can be accessed and completed in their

own time. Playtech also launched bullying and harassment training for

managers, which had a 75% completion rate.

Workforce engagement and development

It is important for the Group that its employees feel fulfilled, are

satisfied with their working environment and feel like they have

been given the right tools and guidance to develop their skills,

experience and career. During the year, Playtech launched its first

global mentorship programme, which aimed at matching mentors

and mentees based on the needs of each mentee. The programme

is designed to run for 12 months with a plan to continue a second

phase in 2023. The Company has set out its future focus to enhance

leadership development and embed diversity and inclusion as a core

part of the development programme for current and future leaders

and managers. To support this aspiration, in 2023 Playtech will also

launch a new Learning and Development policy and programme.

Championing diversity, equity

and inclusion in Estonia

In 2022, Playtech Estonia engaged its employees across

different initiatives to raise awareness around diversity,

equity and inclusion (DEI) and to foster an organisational

culture where every employee feels welcome and valued.

In May, Playtech Estonia celebrated Diversity Day in

collaboration with other local companies. All activities

were planned and organised by the local diversity

champions with the aim to make employees think more

about the value of having diverse teams and encouraging

openness. Employees participated in a gamified session

about nationalities and raised donations for the Estonian

Human Rights Center. Playtech Estonia also put together

an action plan for DEI-related activities for the next two

years, which was positively received by the Estonian

Human Rights Center. The plan includes the following

focus areas:

1. raise awareness about the values of a

diverse workplace among our managers

andemployees;

2. assure that the recruitment process is open for

all candidates and free from discrimination;

3. continue to support the career development of

youth in IT;

4. empower women in IT; and

5. maintain a family-friendly Company culture.

The Diversity Label for Playtech Estonia was extended

for an additional two years, and Playtech Estonia publicly

announced this inSeptember.

Strategic Report

Playtech plc Annual Report and Financial Statements 2022

In 2022, the Company utilised a new element of the performance

management tool to measure employee engagement and satisfaction

across its global workforce. With this tool, Playtech is able to assess

its performance using a Net Promoter Score (NPS) approach, an

established metric for measuring satisfaction. In this first baseline

exercise, the Company received a 70% response rate on overall

engagement, with a score of 8.2 out of 10. Playtech had an NPS of

54% (“I would recommend Playtech as a great place to work”).

In the first survey, the highest rated categories were crisis handling

(i.e. the war in Ukraine), teamwork and manager support. Results from

the survey also highlighted opportunities for enhancement around

learning, development and professional growth and support for

employee wellbeing, as well as increased frequency and improved

quality of communications about strategy and priorities. This exercise

also enabled Playtech to understand employees’ position and views

on how the Company can champion and enhance diversity across the

Group. On the question of diversity, equity and inclusion, employees

felt that people from all backgrounds have equal opportunity to

succeed at Playtech with a score of 8.6 out of 10. Additionally,

employees felt that “Playtech does a good job at fostering a diverse

and inclusive environment” rating the Company with 8.3 out of 10.

However, Playtech recognises that there is more to be done to foster

equality across the business.

As a result of the survey, the Company is implementing a number of

workstreams to review the ideas and areas for improvement from the

survey, including establishing a Global Engagement Working Group

to identify wins that will have an immediate impact, the development

of business unit and country action plans to address concerns in the

medium to longer term and strengthening two-way communications

with its workforce.

Measuring progress on gender diversity

Playtech has conducted a systematic review to ensure it strengthens

its measurement and reporting methodologies and processes.

Playtech has implemented a new “business intelligence” (BI) tool

to monitor global human resources data, such as recruitment,

promotion, mobility, etc. This provides us greater flexibility to identify

opportunities for improvement and plan targeted actions to continue

to foster an inclusive culture with equal opportunities.

This data has been instrumental in implementing a programme of

improvements as we enhance diversity as part of recruitment and

selection, development and succession planning, with particular

focus on leader and manager recruitment processes. This led to

Playtech’s progress against our global target to reach 35% female

representation in leadership positions by 2025 reaching 26%,

compared to 23% in 2021. In 2023, Playtech will continue to use data

analytics to refine its understanding of gaps in female talent across

the Group and take action to increase female retention.

The FTSE Women Leaders Review, launched in 2016 as a follow up to

the Davies Review, is an independent review body which followed the

work of the Davies Review to increase the number of women on FTSE

350 boards. Although it started off as a voluntary independent review,

Playtech continued its participation in 2022, with the appointment

of one additional female on the Executive Committee. The metrics

reflect Playtech’s efforts to encourage the leadership to enhance our

processes and procedures within recruitment and internal mobility.

We continue to strengthen the rigour in performance management

processes, including efforts to ensure that remuneration and

promotion processes are fair and consistent. The key focus in 2023 is

to continue to collect and monitor our data in the UK and beyond, gain

local business unit and country accountability globally and enhance

the right behaviours in our leaders which in turn will promote a more

inclusive culture and workforce.

Global gender splits: The following charts illustrate the global

diversity data and trends from 2020 to 2022.

Employees (%)

2022 60.6 39.3

2021 62.7 37. 3

2020 60.7 39.3

Senior managers (%)

2022 73.8 26.2

2021 80.8 19.2

2020 80.6 19.4

Leadership population (%)

Female (target: 35% by 2025)

2022 74.1 25.9

2021 77.4 22.6

Directors (%)

2022 71.4 28.6

2021 71.4 28.6

2020 71.4 28.6

Male

Female

1 Employees are defined as the total number of employees on the payroll on 31 December.

Outof 7,160 employees, 7 preferred not to disclose their gender.

2 From 2021 onwards, senior managers are defined as the leadership population excluding any

Board members (e.g.CEO, CFO). In 2022, there are 195 senior managers in total.

3 In 2020, senior managers were defined as the top 500 highest earning employees at Playtech.

4 Leadership population is defined as Executive Management and senior management,

whichincludes managers with multiple departments or departments with complex and

morehighly technical responsibilities.

5 Directors are defined as Board Directors on 31 December.

Direct reports to the Executive Committee (%)

1, 2

2022 50.6 49.4

2021 58.7 41.3

2020 74.2 25.8

Executive Committee (%)

2022 63.6 36.4

2021 70.0 30.0

2020 100.0

Male

Female

1 Excludes administrative support staff.

2 Data as at 31 October of the reporting year.

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Measuring progress on gender diversity continued

UK gender pay gap data

One of the Group’s priorities is to review and reduce the gender pay

gap (GPG) with a focus on reducing the median gender pay gap,

which is the middle pay point for males and females. The Company

currently reports on the gender pay gap in the UK and will be looking

to conduct this exercise in other markets starting in 2023.

This year is the fifth anniversary of publishing UK GPG data for

Playtech. The data analysis and graphical representations indicate

a significant reduction of the median pay gap from 60.4% in 2018

to 26.5% in 2022. However, compared to last year, there has been

an increase from 18.9% in 2021 to 26.5% in 2022. When reviewing

the data for the relevant period, it is clear this is due to the number

of male leavers in lower paid positions. This is also reflected in the

bonus median pay gap figure. In addition, the Company continues

to see higher representation of men in the higher salaried roles, with

81% males and only 19% females in the upper quartile, although

this year there is a slight improvement compared to 2021 where the

split was 83% males and 17% females. The proportion of males and

females receiving a bonus has improved compared to the previous

year (65% males and 57% females in 2022 vs 81% males and 69%

females in 2021) following improvements to our internal processes

and policies to reduce any possible bias and discrimination. Playtech

acknowledges the gap remains and is committed to the necessary

focus on gender pay gap and continuing to promote a culture of

diversity and inclusion.

Gender pay gap

Median gender pay gap (%)

2022 26.5

2021 18.9

2020 21.0

Mean gender pay gap (%)

2022 27.4

202 1 27.5

2020 25.5

Median gender bonus gap (%)

2022 36.5

2021

11.4

2020 31.1

Mean gender bonus gap (%)

2022 41.4

2021 44.7

2020 49.6

Male

Female

1 Based on UK employees only. The numbers were calculated in line with the UK Government’s

requirements for reporting gender pay figures and cover payroll andbonuses paid up to

5April2020, 5 April 2021 and 5 April 2022 respectively.

2 Based on hourly rate of pay. In line with the UK Government’s guidance for gender pay

gapreporting, furloughed employees are excluded from the calculation.

3 Based on total bonuses received. In line with the UK Government’s guidance for gender pay

gap reporting, furloughed employees are included in the calculation.

Human capital metrics

In 2022, Playtech is reporting for the first time its global retention and

turnover rates as well as the total number of new hires, split by gender

and age groups.

Playtech has reported for the first time this year its global employee

retention rate and turnover figures. The Group’s retention rate has

remained over 65% over the last three years with 2020 having the

highest figure mainly due to the pandemic and the stability of the

employment market at that time (68% in 2022, 65% in 2021 and 77%

in 2020). The Company’s global turnover rate has increased slightly

from 28% in 2021 to 38% in 2022, which has been partly driven by

divestments in the year and an increase in the number of employees in

its Live studios. The table below shows the global retention and turnover

figures by gender and age groups, both of which were slightly higher

for women than men. In 2023, we will do a deep dive on those numbers

to understand how to improve them and strengthen the Group’s talent

retention strategy. Playtech’s continuing investment in human capital

and attractiveness of our employment proposition is evidenced by the

recruitment of 3,155 new hires (43% women and 57% men) in 2022.

2022

Global employee retention rate 68%

Male employees 67%

Female employees 70%

Under 30 years old 66%

30–50 years old 88%

Above 50 years old 93%

Global employee turnover rate 38%

Male employees 34%

Female employees 45%

Under 30 years old 63%

30–50 years old 23%

Above 50 years old 15%

Total number of new hires 3,155

Male employees 57%

Female employees 43%

Responsible business and sustainability continued

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Health, safety and wellbeing

The wellbeing of Playtech’s workforce and their families and

communities continues to be a key priority as they all continue to

deal with the ongoing impacts of the pandemic. During the year,

Playtech continued to prioritise workplace wellbeing and continued to

implement a flexible working model to support work/life balance and

flexibility for its employees, particularly those caring for friends and

family in these challenging times.

In 2022, Playtech continued to implement and scale its global

wellbeing framework with a focus on physical, mental, financial

and social wellbeing. We continued to cultivate a culture of support

for its employees, ensuring they have access to a suite of support,

advice and networking opportunities to help them be resilient, grow

and succeed at work. In 2022, Playtech rolled out more than 100

wellbeing initiatives with a focus on physical, mental, financial and

social wellbeing. Over 3,400 employees participated in one or more of

these sessions.

Line managers have played an instrumental role in supporting the

Group’s commitments to employee wellbeing. They have led efforts

to initiate and support team and individual wellbeing discussions

and build awareness to break down stigmas about mental health,

including discussions on gambling-related harm.

Snaitech operational health and safety

Snaitech’s business operations are unique within Playtech’s

operations. The Italian operations comprise retail shops and

racetracks, meaning the physical health and safety challenges are

different and more material as compared with an office environment.

Snaitech is committed to developing and promoting a culture of

worker health and safety and implementing a management system

toensure full compliance with local Italian legislation.

The below table outlines occupational health and safety data for

Snaitech operations over the past three years.

Occupational health and safety data

2022 2021 2020

Total number of accidents 8 10 4

Accident ratio   

Total number of accidents/working

hours x 200,000

1.1 1.6 0.7

Number of days lost to accidents 224 266 88

Severity of accident index   

Total days lost for accidents/

working hours x 200,000

31.9 41.3 14.8

Number of days of absence

10,747 6,836 40,131

1 Covers Snaitech operations only.

2 200,000 is a fixed coefficient (50 working weeks x 40 hours x 100).

3 Number of days of absence in 2020 is defined as total hours of absence/8 (hours of work per

day); 31,942 days of absence are due to furloughed absences. Number of days of absence in

2021 is defined as hours lost due to illness, which includes COVID-19.

Economic footprint

Playtech is head quartered in the UK, where the Parent Company,

Playtech plc, is tax resident. Playtech engages in tax planning that

supports its business and reflects commercial and economic activity.

Playtech selects the location of its operations based on commercial

and operational factors that extend well beyond tax, including: the

prevailing regulatory environment available, a widely available pool

of technical talent, the linguistic capabilities in these jurisdictions, the

location of the Group’s licensees, and labour and operational cost

factors. The Group is committed to complying with all tax regulations

in jurisdictions in which it operates and seeks to minimise the risk

of uncertainty and disputes through proactive dialogue with the

tax authorities and by obtaining third party expert advice, where

appropriate.

Playtech has offices in 20 countries, with offices and commercial

activities in multiple jurisdictions, with the majority of its development

and technical operations in Ukraine, Estonia, Latvia, Bulgaria and

Gibraltar. These locations are well known as technology hubs with

a large population of highly skilled experts. The Group’s presence

in some markets, such as Austria, Australia and Italy, is a result of

acquisitions.

Given the dynamic nature of tax rules, guidance and tax authority

practice, the business is exposed to continuously evolving rules and

practices governing the taxation of e-commerce and betting and

gaming activities in countries in which the Group has a presence.

Such taxes may include corporate income tax, withholding taxes

and indirect taxes. The Head of Tax keeps the Board and Executive

Management fully informed of developments in domestic and

international tax laws within jurisdictions where the Group has a

presence. The Group has an appropriately qualified Tax team to

manage its tax affairs.

During the year, the Board reviewed and adopted the Group’s

UK Tax Strategy Statement (available at www.playtech.com/

responsibility-regulation/tax-strategy). The total adjusted tax charge

for 2022 is €54.9 million (2021: tax credit of €7.1million) and the

effective tax rate for the current period is 25.5%.

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Powering action for

positive environmental

impact

In 2022, Playtech evolved its sustainability framework to include a new pillar that outlines its commitment to climate change. The Board and

leadership recognise that urgent action is required to substantially reduce the risks and impacts of climate change, that climate change is a material

issue and that the Company has an important role to play in the sector and the countries and communities where it operates. Additionally, the

Company is impacted by existing and potential future regulations to limit GHG emissions from the corporate sector and exposed to the impacts

that climate change can have on its operations, employees and customers. As a large company with significant B2B operations, Playtech has an

opportunity to scale action on climate through partnership and engagement with its value chain – from its customers to its suppliers.

Commitments

• Reduce greenhouse gas (GHG) emissions within own

operations and supply chain

• Build capability and climate resilience through decisive

actions in both own operations and supply chain

• Align to global climate efforts to transition into a low carbon

economy, in accordance with the latest climate science,

and prioritise climate innovation

Targets and

performance measures

Policy and commitments

Playtech’s Group environmental policy outlines the Company’s

commitment to reducing its environmental footprint as well as to

buying renewable energy and engaging suppliers to reduce its supply

chain emissions. In 2022, the Company circulated an environmental

procedure document to support the implementation of the policy

within its existing and new operations.

In 2022, one of the major areas of focus was to switch its material

operations to renewable energy, where possible. Another notable

area of progress is the Company’s formal commitment to set near-term

and net zero targets through the Science Based Targets initiative

(SBTi). Finally, the Company continued to improve its understanding

of its Scope 3 GHG emissions and its climate-related risks and

opportunities and started considering the levers it has to influence

those areas. The Board and members of the Executive Management

have also participated in climate change training during 2022.

Environment metrics

As per the UK SECR requirements for 2022, Playtech has reported

its Scope 1 and Scope 2 GHG emissions and energy consumption

figures for the UK.

In 2019 Playtech introduced a GHG emissions target to guide its

energy reduction efforts. The Company’s ambition is to reduce its

absolute Scope 1 and 2 GHG emissions by 40% by 2025, using 2018

as the baseline year. To make this happen, Playtech is working with

key site operations, supported by environmental specialists, to reduce

energy usage and address other environmental impacts. In addition,

Playtech has a central fund to support energy reduction projects.

Playtech’s total Scope 1 and 2 (location-based) emissions decreased

by 11.7% in 2022. Since 2018, they have decreased by 39.6%, meaning

that Playtech is very close to achieving its 40% reduction target. The

decrease in emissions is explained mainly by the decreasing emission

intensity of the electricity grids in the countries where the Company

operates, which averaged -14.1% (weighted by total electricity

consumption per country) in 2022. Normalised per full-time equivalent

(FTE) employees, emissions decreased by 12.5%. Total energy

consumption increased by 3.2% in 2022, explained by the continued

rebounding of activities following the COVID-19 pandemic.

Responsible business and sustainability continued

6,970 tCO

Scope 1 and 2 (location-based) emissions

39.6%

Reduction since 2018 (baseline)

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Reduce Scope

1 and 2 carbon

footprint by

40% by 2025

against a 2018

baseline

Secure approval

of near-term

and net zero

targets by

Science

Based Targets

initiative (SBTi)

Switch all

offices,

wherever

possible, to

renewable

energy

Environment metrics

Greenhouse gas emissions

Key performance indicator

Independent limited

assurance Unit 2022 2021 2020

Energy use

Global total energy consumption — kWh 27,243,173

1, 2

26,404,609 27,677,113

UK total energy consumption — kWh 1,733,605

1, 2

1,672,350 1,556,362

GHG emissions

Global Scope 1 3 tonnes COe 1,237

1, 2

1,171 1,155

UK Scope 1 — tonnes COe 67

1, 2

69 48

Global Scope 2 (location-based) 3 tonnes COe 5,733

1, 2

6,720 8,161

UK Scope 2 (location-based) tonnes COe 274

1, 2

281 302

Global Scope 2 (market-based) 3 tonnes COe 1,631

1, 2

7,078 —

UK Scope 2 (market-based) — tonnes COe 77

1, 2

212 —

Global Scope 3 — tonnes COe 109,100 80,420 —

Category 1: Purchased goods and services 3 tonnes COe 32,138 41,031 —

Category 2: Capital goods 3 tonnes COe 22,364 14,842 —

Category 3: Fuel and energy-related activities 3 tonnes COe 2,552 2,610 —

Category 14: Franchises 3 tonnes COe 45,957 17,972 —

Global total Scope 1 and 2

(location-based) — tonnes COe 6,970 7,892 9,316

UK total Scope 1 and 2 (location-based) — tonnes COe 341 350 350

Global total Scope 1 and 2 (market-based) — tonnes COe 2,869 8,249 —

UK total Scope 1 and 2 (market-based) — tonnes COe 144 281 —

Global Scope 1, 2 (location-based) and 3 — tonnes COe 116,070 88,312 —

Global Scope 1, 2 (market-based) and 3 — tonnes COe 111,969 88,669 —

Carbon intensity

Scope 1 and 2 (location-based) GHG intensity 3 tonnes COe/employee 1.00 1.14 1.37

Scope 1 and 2 (market-based) GHG intensity — tonnes COe/employee 0.41 1.19 —

1 2022 absolute data is an estimate based on 99.7% actual data coverage by headcount. Coverage has been above 99% for all three years.

2 Due to reporting timelines, data for November and December 2022 has been estimated using November and December 2021 actual data, except for sites where actual 2022 data was already

available. Thisisthe same methodology that was applied for all three years.

3 Indicates data subject to independent limited assurance by PricewaterhouseCoopers LLP (PwC). The full assurance statement over 2022 data can be found at www.investors.playtech.com/

shareholder-information/sustainability-strategy-and-esg-reporting.aspx. The data for previous years, where assured, is detailed in the respective Annual Reports.

4 Detailed breakdown on the Scope 3 categories can be found in the Responsible Business and Sustainability Addendum to the Annual Report 2022.

During 2022, Playtech drove forward its transition to renewable

electricity in the key markets where the Company operates. This

has resulted in 56.4% of the Company’s total energy consumption

now coming from renewable sources, backed up by energy

attribute certificates, up from 10.8% in 2021. This has led to a

decrease of Playtech’s Scope 2 (market-based) emissions of

77.0%compared to 2021.

Playtech recognises the environmental impact across its global

value chain. The Company therefore conducts an annual Scope 3

footprint. In the process, the Group has followed the GHG protocol

guidance to calculate those emissions, based on a combination of

financial and actual supplier data. The Company is committed to

increasing engagement with key suppliers on their emissions and

gathering more actual data to continuously improve the accuracy of

Scope 3 figures in future years. Playtech determined which of the 15

categories listed by the GHG Protocol Corporate Value Chain (Scope

3) Standard are relevant to the Company and therefore should be

included in its Scope 3 footprint. 13 out of the 15 categories were

identified as being relevant to the Company and two were not relevant

for Playtech. All relevant categories have been calculated, although

“employee commuting” has only been calculated for Snaitech, which

represents around half of the Group’s total employees, due to data

availability. The Company aims to collect sufficient data to include a

full Group footprint on employee commuting in future reporting.

Playtech’s Scope 3 GHG emissions are over 90% of its total

carbon footprint and out of the 15 Scope 3 categories, the

Company’s top three material categories are “products and

services”, “capital goods” and “franchises”. Further details on the

methodology behind the environment metrics, such as emission

factors used, and the breakdown of Scope 3 GHG emissions

can be found in the Sustainability Reporting and Data section

atwww.playtech.com/sustainable-success.

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Responsible business and sustainability continuedResponsible business and sustainability continued

Environment metrics continued

The consumption of water across the Playtech Group decreased

by 16.1% in 2022. The racetracks saw a 22.7% increase in water

consumption because of the continued rebounding of activities

postpandemic.

Playtech continues to manage and report on a wider set of

environmental KPIs for Playtech’s Italian operations, Snaitech.

Snaitech runs a retail operation and three racetracks, which means

the environmental impact profile is different from the rest of the

Company’s markets. In 2022, Snaitech’s total non-hazardous waste

production decreased by 25.1%. The volume sent to landfill has

decreased to 5.69 tonnes compared to 7.44 tonnes in 2021. Even

though the volume that is reused or recycled also decreased by

25.1%, this is proportionate with the overall decrease. The volume of

hazardous waste also decreased by 30.3%. Of Snaitech’s total waste

production, 96.0% was produced by the racetracks. 99.9% of total

waste was reused or recycled.

Water consumption

2022

2021

2020

Total water consumption (m

) 578,150 688,707 611,629

Water consumption for watering

racetracks (m

) 230,871 188,150 167,831

Water consumption for watering

racetracks (% of total) 39.9% 27.3% 27.4%

1 Data covering all of Playtech’s operations.

2 2022 estimate based on 78% actual data coverage by headcount.

3 2021 estimate based on 73% actual data coverage by headcount.

4 2020 estimate based on 84% actual data coverage by headcount.

Waste and effluent

2022 2021 2020

Total non-hazardous waste

production (tonnes) 5,288 7,056 7,665

Of which:   

– Sent to landﬁll (tonnes) 6 7 5

– Reused or recycled (tonnes) 5,282

7,048

7,660

Hazardous waste (tonnes) 34 49 66

5 Data covering Snaitech operations only.

6 This figure is split between racetracks (manure/by-product of animal origin – 4,292),

racetracks (other – 779),andoffices (212).

7 This figure is split between racetracks (manure/by-product of animal origin – 6,946),

racetracks (other – 358) and offices (195).

External assurance and benchmarking

To increase transparency around its climate change performance

and strategy, Playtech completed the CDP Climate Change 2022

Questionnaire and received a “B” rating, maintaining the rating

achieved in 2021 under strengthened scoring criteria. The Company

intends to continue improving its rating in future years. Playtech has

embraced the recommendations of the TCFD, a framework that

allows it to report consistently on the opportunities and challenges

presented by climate change and provide information on how these

might impact strategy and financial performance. Our approach in

this area is evolving in line with developing best practice. Playtech’s

2022 GHG reporting (Scope 1 emissions, Scope 2 (location-based)

emissions, Scope 2 (market-based) emissions, Scope 1 and 2

intensity per FTE employee and Scope 3 emissions, categories 1, 2, 3

and 14) have been subject to independent limited assurance by PwC.

We engaged PricewaterhouseCoopers LLP (PwC) to undertake a

limited assurance engagement, reporting to Playtech plc only, using

International Standard on Assurance Engagements (ISAE) 3000

(Revised) Assurance Engagements Other Than Audits or Reviews

of Historical Financial Information and ISAE 3410: ‘Assurance

Engagements on Greenhouse Gas Statements over Playtech’s

2022 GHG reporting (Scope 1 emissions, Scope 2 (location-based)

emissions, Scope 2 (market-based) emissions, Scope 1 and 2

intensity per FTE employee and Scope 3 emissions, categories 1, 2,

3 and 14). For more details, please refer to the “Environment metrics”

table on page 65.

PwC has provided an unqualified opinion in relation to the relevant

KPIs and data and its full assurance opinion is available on the

Playtech website, http://www.investors.playtech.com/shareholder-

information/sustainability-strategy-and-esg-reporting.aspx.

Non-financial performance information, including greenhouse gas

quantification in particular, is subject to more inherent limitations

than financial information. It is important to read the selected GHG

information contained in this Annual Report in the context of PwC’s

full limited assurance opinion and the reporting criteria found in the

Responsible Business and Sustainability Addendum to the Annual

Report 2022, which are also available on the Playtech website,

https://www.playtech.com/sustainable-success.

Engaging colleagues to reduce our

environmentalfootprint

In 2022, Playtech continued and expanded its cross-functional

Environment Forum chaired by the Head of Sustainability. The

forum meets quarterly and its remit includes the development and

maintenance of an environmental policy for the Group (available

at https://www.playtech.com/sustainable-success) as well as

setting, co-ordinating and overseeing the strategy and response

to the challenges posed by climate change. The policy sets out the

commitment to sourcing renewable energy and engaging suppliers to

reduce Playtech’s supply chain emissions. Its work on climate change

includes reviewing the current GHG targets and strategy to ensure

it aligns with the latest science on limiting the level of global warming

below 1.5°C and evolving regulatory and reporting frameworks. In

2022, this forum along with selected senior management participated

in a series of refreshed climate scenario workshops to identify new

and provide an update on existing short, medium and long-term

climate-related risks and opportunities, which can have a material

impact on the business, running climate change scenarios and

building risk management strategies across its key markets and

operations. This was done in line with the Task Force on Climate-

related Financial Disclosures (TCFD) framework (see TCFD table).

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

TCFD statement

This section sets out Playtech’s climate-related financial disclosures, current approach and future plans, consistent with all of the Task

Force on Climate-related Financial Disclosures (TCFD) recommended disclosures, in compliance with The Financial Conduct Authority

(FCA) Listing Rule 9.8.6R(8). In the following statement, we outline our compliance with all the elements of the TCFD, including the four

TCFD recommendations and the 11 recommended disclosures. For Strategy disclosure (b), Describe the impact of climate-related risks and

opportunities on the organisation’s businesses, strategy, and financial planning, Playtech has not yet been able to quantify the impact of all

identified risks and opportunities. The Company will continue to work on quantifying those risks and opportunities in future years.

TCFD element TCFD disclosure Current approach Future plans Read more

Governance

a) Describe the Board’s

oversight of climate-

related risks and

opportunities.

In 2021, Playtech’s Board of Directors officially formed a

Sustainability and Public Policy Board Committee with the first

meeting in November 2021. Since then, this Committee sets the

agenda and monitors the implementation of the responsible

business and sustainability strategy.

The Sustainability and Public Policy Committee of the Board has

responsibility for overseeing sustainability – including climate-

related matters – and reviewing the strategies, policies and

performance of the Playtech Group. In 2022, the Committee

held six meetings and considers the climate change aspects of

business plans, internal resourcing, expansion and disposal of

activities and capital expenditure. Oversight of climate-related

risks, opportunities and strategy sits with this Committee. This

Committee will continue to meet quarterly and review climate-

related issues as part of the standing agenda. The Chair of the

Committee serves as the Board-level champion on these topics

andreports to the Board on climate-related issues annually.

The Risk & Compliance Board Committee also reports to the

Board on climate-related issues annually.

The frequency with which the full Board considers climate-related

risks and opportunities was agreed in 2022 with these matters now

discussed biannually.

Each member of the Sustainability and Public Policy Committee

received training covering ESG and regulatory developments

(page57). In 2022, the Board participated in a detailed climate

tutorial covering the physical science basis and regulatory, investor

and corporate trends, delivered by external advisers specialised in

sustainability.

The full Board will

receive further training

on climate change in

2023 that will provide

information on the latest

climate science and how

the public policy agenda

is developing in this area.

Sustainable

Success

Governance

Structure (page 49)

Training (page 57)

b) Describe

management’s role in

assessing and managing

climate-related risks and

opportunities.

During the year, the Company appointed a new Chief Sustainability and

Corporate Affairs Officer, who is a member of the Company’s Executive

Management Committee and attends the Sustainability and Public

Policy Board Committee. The Sustainability function sits within the

Corporate Affairs and Sustainability function and holds the day-to-day

responsibility and oversight of regulatory compliance and responsible

business, along with the Regulatory Affairs and Compliance function.

The Chief Compliance Officer is also a member of the Executive

Management Committee and attends the Risk & Complianceas well

asSustainability and Public Policy Board Committees.

Playtech has a cross-functional Environment Forum which is

chaired by the Head of Sustainability, who reports to the Chief

Sustainability and Corporate Affairs Officer. This Forum is

attended by senior representatives from Audit/Risk; the Chief

Operating Officer’s office; infrastructure and technology; Investor

Relations; procurement; site operations; and other functions. It

meets quarterly, to:

• develop, review and update as necessary Playtech’s climate

policies and targets;

• identify climate risks and opportunitiesand develop risk

management strategies;

• review and define actions to comply with evolving

regulatory reporting requirements and voluntary reporting

frameworks; and

• allocate the annual environmental budget.

Continue to review and,

if necessary, adapt the

Group’s governance

process to ensure

alignment with emerging

good practice.

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Responsible business and sustainability continued

TCFD element TCFD disclosure Current approach Future plans Read more

Strategy

a) Describe the

climate-related risks

and opportunities

the organisation has

identified over the short,

medium and long term.

Playtech has identified various climate-related risks and

opportunities following the scenario analysis exercise that was

completed in 2021 and updated in 2022. Please see Table A:

Climate scenarios and sources and Table B: Climate-related risks

and opportunities formore detail.

Playtech plans

to undertake a

further scenario

exercise in 2024.

Scenario analysis

and climate-related

risks and

opportunities

(pages 70-73)

Risk management,

principal risks

and uncertainties’

(pages 85-90)

b) Describe the impact

of climate-related risks

and opportunities

on the organisation’s

businesses, strategy

andfinancial planning.

Playtech has identified various climate-related risks and

opportunities and quantified their impact where possible, following

the scenario analysis exercise that was completed in 2021 and

updated in 2022. Please see Table A: Climate scenarios and

sources and Table B: Climate-related risks and opportunities for

more detail.

c) Describe the resilience

of the organisation’s

strategy, taking into

consideration different

climate-related

scenarios, including a

2°Cor lower scenario.

Playtech has identified various climate-related risks and

opportunities following the scenario analysis exercise that was

completed in 2021 and updated in 2022. Please see Table A:

Climate scenarios and sources and Table B: Climate-related risks

and opportunities for more detail on the resilience of Playtech’s

business strategy and management approach for each identified

risk or opportunity.

Continue to monitor

external tools and the

latest climate science

to assess the physical

and transition risks

associated with climate

change. Continue to

report on how this has

guided our strategy in

future reports.

Risk

Management

a) Describe the

organisation’s processes

for identifying and

assessing climate-

related risks.

The Board is responsible for determining the nature and extent of the

significant risks it is willing to accept in achieving its long-term strategic

objectives. Through its role in monitoring the ongoing risks across the

business, the Risk & Compliance Committee advises the Board on

current and future risk strategies. The primary responsibilities delegated

to, and discharged by, the Risk & Compliance Committee include:

• reviewing management’s identification and mitigation of key

risks to the achievement of the Company’s objectives;

• monitoring incidents and remedial activity;

• agreeing and monitoring the risk assessment programme

including, in particular, changes to the regulation of online

gambling and the assessment of licensees’ suitability;

• reviewing and assessing climate-related risks in the context

ofGroup-wide risk;

• agreeing on behalf of the Board and continually reviewing the

risk management strategy and relevant policies for the Group;

• satisfying itself and reporting to the Board that the structures,

processes and responsibilities for identifying and managing

risks are adequate; and

• monitoring and procuring ongoing compliance with the

conditions of the regulatory licences held by the Group.

Climate-related risks are identified through various channels

including quarterly Environment Forum meetings and the climate

scenario analysis exercise completed in 2021 and updated

in 2022. Presentations for these meetings include reviews

of current national climate policies in the key markets where

Playtech operates. The identified risks are assessed by the

Head of Sustainability with support from external sustainability

advisers and the relevant functions within Playtech. The Head

of Sustainability is responsible for updating the Group Internal

Audit and Risk function on climate-related risks, which includes

a description of the risk, risk categorisation, type, impact and

likelihood, mitigation and validity. This information is approved by

the Company’s Director of Internal Audit and Risk.

All types of climate-related risks and opportunities are considered

through the above process, including transition risks (policy

and legal, technology, market, reputation); physical risks (acute,

chronic); and opportunities (resource efficiency, energy source,

products/services, markets, resilience).

Scenario analysis

and climate-related

risks and opportunities

(pages 70-73)

TCFD statement continued

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

TCFD element TCFD disclosure Current approach Future plans Read more

Risk

Management

continued

b) Describe the

organisation’s processes

for managing climate-

related risks.

The Head of Sustainability is responsible for co-ordinating the

management of climate-related risks across Playtech’s business.

This includes setting the Company’s climate strategy, which

includes its GHG reduction targets; Environment Policy; collecting

and analysing environmental data to identify hotspots; defining and

agreeing reduction plans; and engaging country leadership teams

and key asset managers.

Playtech began assessing climate-related risks and opportunities

specifically in 2020 and completed its first scenario analysis

in 2021. In 2022, the Company adopted a more systematic

approach to reviewing, updating and monitoring climate risks as

governance and management processes were further embedded

and matured. The Company’s focus was also on shifting sites to

renewable electricity where possible and starting to engage with

the Company’s Procurement function, including through a climate

change due diligence questionnaire for new suppliers. Additionally,

the Company incorporated climate change into its consideration of

risk and viability for the business as a whole.

c) Describe how

processes for identifying,

assessing and managing

climate-related risks

are integrated into the

organisation’s overall risk

management.

Climate-related risks are considered as part of the overall risk

process. The Group Internal Audit and Risk function collects

information on risks from stakeholders across the business, which

is then presented to the Group Risk Management Committee

(Executive Management Committee) and Board Risk &

Compliance Committee (Board Committee).

Climate-related risks are monitored as part of the sustainability

strategy and Compliance and Regulatory Affairs risk processes.

The Sustainability and Public Policy Committee of the Board feeds

into the identification, assessment and management of climate-

related risks, which are integrated into the Group risk process by

the Head of Sustainability.

Risk management,

principal risks and

uncertainties’

(pages85-90)

Metrics

and Targets

a) Disclose the

metrics used by the

organisation to assess

climate-related risks

and opportunities in line

with its strategy and risk

management process.

In 2021, Playtech has started to quantify the financial impact of

climate-related risks. Please see Table A: Climate scenarios and

sources and Table B: Climate-related risks and opportunities for

more detail.

In 2022, Playtech strengthened the methodology and approach

around quantification of climate-related risks and broadened the

number of quantified risks and opportunities. This has provided the

Company with a clearer understanding of the nature and scale of

the challenges it faces.

We will continue to

refine our approach

to quantification of

climate risk. We will also

look to develop a suite

of indicators that will

provide the Board and

senior management

with a view of how those

risks impact the delivery

of our strategy over

the short, medium and

long term.

Scenario analysis

and climate-related

risks and opportunities

(pages 70-73)

b) Disclose Scope

1, Scope 2, and, if

appropriate, Scope 3

greenhouse gas (GHG)

emissions, and the

related risks.

Playtech has disclosed its Scope 1 and 2 (location-based)

emissions annually in the environment section of the Annual

Report and to CDP. The Company started disclosing Scope

2 (market-based) and Scope 3 emissions in 2021. Playtech

continues to disclose this information in this report.

Scope 1, 2 and 3

emissions (page 65)

c) Describe the

targets used by the

organisation to manage

climate-related risks

and opportunities

and performance

against targets.

Playtech has set a target to reduce its absolute Scope 1 and 2

GHG emissions by 40% by 2025 from a 2018 baseline. Progress is

monitored annually as part of the year-end non-financial reporting

process and captured as one of the seven areas of performance in

the Board Sustainability Scorecard.

In 2021, Playtech carried out its first Scope 3 footprint and

calculated market-based Scope 2 emissions, which were

prerequisites for setting a science-based target (SBT) – that

is, an emissions reduction target that aligns with the latest

climate science.

In 2022, Playtech publicly committed to setting a near-term

(emissions reduction) and long-term (net zero) SBT, to be validated

by the SBTi.

In 2023, Playtech will

submit its near-term

and net zero targets to

the SBTi for external

validation.

Group scorecard

(page 47)

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Scenario analysis and climate-related risks and opportunities

In 2022, Playtech conducted its second scenario analysis, building on the extensive scenario analysis conducted in 2021. The scenarios used

in 2021 were updated based on the latest information from the Intergovernmental Panel on Climate Change (IPCC) and International Energy

Agency (IEA). Three workshops were held with subject matter experts from across the different business units and countries where Playtech

operates to consider the outcomes from the 2021 analysis and identify any changes. The Company was again supported by Carnstone, a

management consultancy specialised in sustainability and ESG. Playtech’s scenarios and the external scenarios that fed into Playtech’s

scenarios are summarised in Table A: Climate scenarios and sourcesand comply with the TCFD guidelines to use a range of scenarios that

provide a reasonable diversity of potential future climate states, including a 2°C scenario or lower. They draw on the IPCC’s Representative

Concentration Pathways (RCPs) and Shared Socioeconomic Pathways (SSPs); IEA’s World Energy Outlook scenarios; and the Principles for

Responsible Investment’s (PRI) Inevitable Policy Response (IPR) scenarios.

Because scenarios are models of the future and not precise predictions, the scenarios refer to global warming outcomes and the path towards

those outcomes on a decadal level. The scenarios use a mix of qualitative and quantitative information and were applied through three lenses:

operations (key markets and assets); supply chain; and customers and consumers. As Playtech is a global company with assets in 20 markets,

the scenarios considered both global climate impacts as well as specific local impacts in its key markets.

1.5°C Scenario 2°C Scenario 3°C Scenario

Playtech’s scenarios

Summary:

physical

aspects

Increase in heatwaves, extreme weather

events (precipitation, droughts, storms),

ﬂoods, species extinctions and wildﬁres

over current conditions, but slow and

broadly manageable across most

geographies.

Increase in heatwaves, extreme

weather events and wildﬁres which

reach unmanageable levels in some

geographies by the 2040s. Water

availability for agriculture, hydropower and

human settlements severely diminished

from the 2040s. High ﬂood damages.

Signiﬁcant adaptation necessary and

frequent disruption expected.

Various areas of the world become

uninhabitable due to intense heatwaves,

droughts or combinations of both. Heavy

precipitation events and longer and more

intense wildﬁre seasons covering more

areas of the globe lead to a constant

state of disruption. Floods cause

widespread disruption, including to coastal

infrastructure such as ports. Species

extinctions and severe water shortages

prevent the production of key commodities

including foods. By 2100, sea level rise

is becoming a problem for low-lying

coastalareas.

Summary:

transition

aspects

Signiﬁcant, rapid and disruptive policy

change across carbon pricing, energy,

transport, buildings and deforestation.

Rapid phase out of fossil fuels in the

2030s and 2040s. Every policy decision

has a climate angle. Global GHG

emissions peak by 2025 and reach

netzero by the early 2050s.

New policies are implemented over

current levels, in a slow and inconsistent

manner. Carbon prices and other limits on

emissions are implemented, but the cost

of emitting grows in a slow and steady

manner. The electriﬁcation of transport

and buildings does not pick up much pace.

Global GHG emissions peak in the 2020s

and reach net zero in the 2070s.

Climate policies are maintained at current

levels, with major economies reducing

emissions gradually over the next 30 years

and reach net zero around 2050. New

technologies are not deployed as fast as

predicted and the world remains reliant on

fossil fuels with widespread use of carbon

capture and storage (CCS) by the second

half of the century. Globally, GHG emissions

continue to rise.

External scenarios

IPCC

scenarios

RCP2.6/SSP1 RCP4.5/SSP2 RCP6.0/SSP5

IEA

scenarios

Sustainable development New policies Current policies

Other

scenarios

PRI IPR: 1.5C Required Policy Scenario PRI IPR: Forecast Policy Scenario

Other data

sources

Climate Analytics, Climate Impact Explorer; Climate Interactive, EN-ROADS Climate Change Solutions Simulator; Network for

Greening the Financial System, Climate Scenarios Phase 2; World Bank, Climate Knowledge Portal; World Resources Institute,

Aqueduct Water Risk Atlas.

Table A: Climate scenarios and sources.

Climate-related risks are regularly monitored by the executive cross-functional Environment Forum, the Sustainability and Public Policy

Committee of the Board, as well as the Risk & Compliance Committee of the Board. They are also considered as part of the Risk & Compliance

Committee’s biannual review of risks across the Group. Playtech routinely monitors the status of climate regulation in its key markets to ensure

that its GHG reduction targets keep pace with regulatory changes.

The risks and opportunities that were identified as part of the climate scenario analysis are summarised in the below table. The Company

defines short term as less than one year; medium term as one to five years; and long term as more than five years. The Group defines the impact

as material when it is larger than the Group materiality as set out in the Independent Auditor’s Report on pages 136-137. The Company attempted

to calculate the financial impact of each risk and opportunity. For some, however, this was not yet possible due to a lack of data. Playtech will aim

to increase the number of risks and opportunities for which impacts are quantified, year on year as more data becomes available. For the risks

and opportunities where the financial impact was determined and quantified, it was calculated based on a combination of projections on the

physical impacts of climate on specific locations, projections on the societal responses to certain future climate states, both from reputable data

sources described in the table Table A: Climate scenarios and sources and information gathered from within the business.

Responsible business and sustainability continuedResponsible business and sustainability continued

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Physical risks

Category Type Description

Applicable

scenario(s) Materiality Management approach

Acute Risk Cancellation of sports events due to high

temperatures or extreme weather events.

Likelihood: very likely.

Timeframe: medium and long term.

Impact: loss of revenue and/or higher

operating costs.

1.5°C Immaterial. Move to night time events, which would

result in higher operating costs due to

the necessary lighting. Invest in the most

energy-ecient lighting available and/or

on-site renewables. Renew racetracks

with more resilient all-weather surfaces.

2°C Immaterial.

3°C Immaterial.

Acute Risk Water stress causing disruption to horse racetracks

and third-party data centres.

Likelihood: very likely.

Timeframe: medium and long term.

Impact: higher operating costs, temporary

disruption to operations.

2°C Not yet

quantiﬁed.

IT risk assess and stress test data

centres, based on age, location and in-

person visits.

Invest in water-ecient equipment;

rainwater treatment and storage facilities;

and water-saving measures. Discussing

changes in calendar to not plan any races

from June.

3°C Not yet

quantiﬁed.

Chronic Risk Higher energy costs to cool buildings, including

third-party data centres, Live studios and offices

due to higher temperatures.

Likelihood: very likely.

Timeframe: short, medium and long term.

Impact: higher operating costs.

1.5°C Immaterial. Invest in energy-saving measures and

on-site renewables.

2°C Immaterial.

3°C Immaterial.

Acute Risk Reduced employee productivity and ability to

commute during heatwaves.

Likelihood: unlikely.

Timeframe: medium and long term.

Impact: disruption to operations and higher

operating costs.

1.5°C Not yet

quantiﬁed.

Playtech already has a strong hybrid

working culture and demonstrated an

ability to perform while large parts of

the business were fully working from

home during the COVID-19 pandemic.

Emergency air-conditioned transport

could also be oered to employees where

working from home is not an option

(forexample dealers in Live studios).

Increase budgets to support employee

beneﬁts, if necessary.

2°C Not yet

quantiﬁed.

3°C Not yet

quantiﬁed.

Acute Risk Disruption to supply chains of key IT equipment

due to extreme weather events. Force majeure

clauses being used more, making it more difficult to

be nimble.

Likelihood: likely.

Timeframe: medium and long term.

Impact: disruption to operations.

1.5°C Not yet

quantiﬁed.

Key business units are already stocking

up on hardware and components to

ensure business continuity and building

price premiums for priority delivery

into budgets. Additional investments to

quickly relocate stocks, where needed.

2°C Not yet

quantiﬁed.

3°C Not yet

quantiﬁed.

Chronic Risk Temporary or permanent closure, or investment in

adaptation, of owned assets and third-party data

centres due to unsuitability for climate impacts.

Likelihood: likely.

Timeframe: long term.

Impact: higher capital investment or write-off of

assets; higher operating costs.

2°C Immaterial. When expanding into new markets or

planning new assets, the resilience of

those locations to the impacts of climate

change will need to be taken into account.

Feasibility studies on the adaptability of

current buildings for projected climate

impacts. Maintenance and periodic

update of business continuity plans.

Risk assess and stress test data centres,

based on age, location and in-person

visits.

3°C Immaterial.

Chronic Risk Higher employee-related costs due to inflationary

pressures from climate change and health impacts.

Likelihood: likely.

Timeframe: long term.

Impact: higher operating costs.

2°C Not yet

quantiﬁed.

Monitor the business and political

climate in key markets on an

ongoing basis.

3°C Not yet

quantiﬁed.

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Category Type Description

Applicable

scenario(s) Materiality Management approach

Chronic Risk Global economic, political and societal instability,

for example due to migration, unavailability of key

life goods, culture change.

Likelihood: unlikely.

Timeframe: long term.

Impact: disruption of operations and higher taxation.

3°C Not yet

quantiﬁed.

Monitor and adapt employee-related

budgets as necessary.

Chronic Risk Extreme weather events and sea level rise would

lead to high investment required to keep vulnerable

assets operational, including the Italian retail

network and Live studios in North and South

America, including in New Jersey.

Likelihood: likely.

Timeframe: long term.

Impact: higher capital investment; write-off of

assets; disruption to operations.

3°C Not yet

quantiﬁed.

Factor future investment into financial

planning; consider future suitability

of locations when expanding; invest

in flood defences where possible or

absorb costs of relocation where not.

Transitional risks

Category Type Description

Applicable

scenario(s) Materiality Management approach

Policy and

Legal

Risk Carbon taxes could pose an additional cost to the

business and limit high-emission activities such

as flying, which would lead to a need to recruit

expertise locally.

Likelihood: very likely.

Timeframe: medium term.

Impact: higher operating costs.

1.5°C Immaterial. Set and review emission

reduction targets. Expand

localrecruitment networks

and invest in local talent pools.

Relocate employees.

2°C Immaterial.

Market Risk As the impacts of climate change disrupt key

commodity supply chains and agricultural

production, the cost of living is expected to rise. This

would lead to consumers having less disposable

income and would lead to lower revenue for the

consumer-facing business.

Likelihood: about as likely as not.

Timeframe: long term.

Impact: loss of revenue.

2°C Material. Monitor the situation and

maintain capacity to supply

increases in demand.

3°C Material.

Market Opportunity/

Risk

As heatwaves, extreme weather events and wildfires

force consumers to stay home for periods of the

year, there may be growth in online gambling.

Likelihood: likely.

Timeframe: long term.

Impact: increase in revenue.

2°C Not yet

quantified.

Monitor the situation and

maintain capacity to supply

increases in demand. Shift

business units which mainly

relyon physical gambling

activities to offer online products.

3°C Not yet

quantified.

Products

and

Services

Opportunity If casinos are forced to relocate due to the physical

effects of climate change, this could lead to

increased demand for products used by casinos

produced by IGS.

Likelihood: unlikely.

Timeframe: long term.

Impact: increase in revenue.

3°C Immaterial. Monitor the situation and

maintain capacity to supply

increases in demand.

Responsible business and sustainability continued

Physical risks continued

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Category Type Description

Applicable

scenario(s) Materiality Management approach

Markets Opportunity If large parts of the tropics and Southern Europe

become less desirable to live in due to the effects

of climate change in these regions, it could lead to

increased attractiveness of key cities in the Northern

Hemisphere where Playtech has large operational

footprints, such as Riga and London.

Likelihood: likely.

Timeframe: long term.

Impact: increase in attractiveness to

prospectiveemployees.

3°C Not yet

quantified.

Monitor the situation; maintain and

expand, if necessary, operations

in more attractive locations.

Table B: Climate-related risks and opportunities

1 Depending on the business unit: it’s a risk for business units dependent on physical gambling activities and an opportunity for business units dependent on online gambling activities.

The outcomes of the climate scenario analysis are reflected in the risk management, principal risks and uncertainties section (pages 85-90). The

management approaches identified for likely risks and opportunities are being explored, such as investment in renewable energy generation at

key assets. Going forward, Playtech will update its scenario analysis on an annual basis as more information becomes available on the possible

climate futures that humanity faces and their impacts on business. The results of these exercises will be reported to the Board at least annually

through the Sustainability and Public Policy Committee.

Live Casino championing

environmental action

In 2022, the Live team in Latvia implemented several initiatives

to reduce the environmental footprint of the operation. The

operation in Latvia is unique, as it serves as both an office

and Live Casino studio, which operates 24/7. During the

summertime, the electricity consumed by the central cooling

system is one of the high-emitting sources of the office’s

carbon footprint. To address this challenge, the team installed

a sun-reflective film on the main facade of the building. This

helped to reduce the temperature of the premises, thereby

reducing the amount of energy needed to cool the building.

The team also expanded its waste recycling efforts through

the implementation of a waste disposal system for employees

to recycle plastic bottles and cans.

The most significant initiative in 2022 was switching to

renewable energy. The Live facility switched its electricity to

renewable power sources, including hydro energy. The shift to

renewable energy was a significant step towards reducing the

site’s and Group’s carbon emissions.

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Partnering on shared

societal challenges

Playtech recognises that the challenges facing the sector and

our communities cannot be solved by one organisation alone.

Drivingpositive social change requires collaboration and partnership.

Our approach

A guiding principle for Playtech’s philanthropic and volunteering

activities is collaboration and partnership. Playtech employees

around the world dedicate their time, skills, money and, most

importantly, passion to support the communities and causes that are

important in their local markets. Playtech established a formal global

programme in 2017 to align its activities around common themes

and outcomes including mental health, digital wellbeing and safer

gambling as well as humanitarian causes, material to the communities

where Playtech operates.

Additionally, we established a Global Community Investment

Committee to oversee and monitor the strategy and governance

of the charity and volunteering activities across the world. In 2022,

Playtech worked with more than 100 local charities in ten markets.

Through the programmes supported, Playtech engaged with more

than 46,000 people in 2022

. This is more than a 3.5x increase from

>12,600 people reached in 2021. Community investment includes

gifts in kind, monetary donations and employee volunteering. The

total value of monetary donations totalled over €650,000. Of the ten

countries that took part in the community investment programme,

there was an average of 5% uptake of employees contributing their

time, money or skills in their community.

Building strong and enduring partnerships is central to our approach

in addressing shared societal challenges and making an impact.

The Company is continuously investing in a range of partnerships

with charities, research organisations and social enterprises to

explore how to positively contribute to societal challenges in its

local communities. The following case studies sections provide an

overview of flagship programmes and partnerships designed to make

a difference in the communities where we operate.

1 Engaged is defined as an individual that has directly benefited and/or has interacted with the

programme, supported from financial and/or in-kind support. Community programmes include

all remaining causes except mental health and digital wellbeing, e.g. health and hardship.

Playtech is working with a

diverse range of partners to:

• Help people live healthier online lives and adopt digital

resilience and safer gambling behaviours;

• Contribute to and support research, education and training

to prevent, reduce and address gambling-related harm; and

• Increase employee participation in and contribution

tovolunteering.

Targets and performance

measures

Responsible business and sustainability continued

Reach 415,000

people with

digital wellbeing

programmes

by2025

5% year-on-

year increase

in employees’

contributions

(skills, time or

money) to the

community,

reaching a

global average

of 10% by 2025

Engage 30,000

people in

community and

mental health

programmes

to improve

livelihoods

by2025

>370,000

People reached

>70,000

People engaged through community investment

andmentalhealth programmes

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Supporting our colleagues and communities in Ukraine

The war in Ukraine had an unprecedented impact on the lives of our

employees and country. During the year, Playtech provided a wide range

of support to its employees as well as charities delivering humanitarian aid

to communities across the country. From the inception of the war in early

2022, the Company rapidly mobilised its skills, community budgets, assets

and technology to support employees, their families and local communities.

Across the Group, Playtech donated over €250,000 to eight different

humanitarian organisations, which delivered lifesaving medical equipment

and supplies, essential items and psychological support to people across

the country. Over 300 employees from 14 different countries volunteered

to support their Ukrainian colleagues. Support included establishing

a 24/7 hotline group chat, maintaining daily contact with designated

employees and co-ordinating the transportation and accommodation

outside of Ukraine. In addition, local “essential items” drives were

organised by employees across five Playtech offices, with over 100 boxes

including food, clothing, portable chargers and hygiene products shipped

to Ukraine. ACompany-wide fundraising initiative raised over €10,000

and was donated to an additional three humanitarian charities.

In the autumn, colleagues in Ukraine initiated a special initiative called

the “cold winter project”. This initiative is supporting Ukraine-based

charities which are delivering a combination of medical emergency

support, housing, five ambulances and hot meals, supporting thousands

of vulnerable children and families this winter. Playtech continues to

support this initiative and has deployed an additional €100,000 at the

beginning of 2023.

Further information on Playtech’s charitable and humanitarian efforts

arelocated on pages 8-9.

Delivering positive impact

through Playtech’s Recovery

and Resilience Fund

In 2020, Playtech partnered with Charities Aid Foundation

(CAF) to launch the £3 million COVID-19 Recovery and

Resilience Fund. The fund provided both immediate and

long-term support to charities, social enterprises and

not-for-profit organisations that were dedicated to

deliveringmental health services.

The fund has awarded 56 grants to organisations in 10

different locations including: Bulgaria, Cyprus, Estonia,

Gibraltar, IOM, Italy, Latvia, Philippines, UK and US. These

grants supported 18 different causes, with the top 4 causes

being frontline workers (23%), mental health patients (23%),

domestic violence (10%) and at-risk youth (10%). So far, the

fund has collectively reached over 24,000 people directly

andover 1.4 million people indirectly.

One project example is Crisis Text Line, Inc., a US non-profit

organisation dedicated to providing support to people in crisis

through text conversations. In 2020, it saw a 19% increase in

volume compared to 2019, and 19% of its US texters

self-identified as frontline workers. This project helped

cover the costs associated with supporting these texters in

crisis and a total of 4,226 people directly benefited from this

funding. A quote from a beneficiary highlights the positive

impact this service has on so many people: “I really appreciate

what you all are doing. It was very nice to talk to someone who

gave me validation in the way I feel and actually took the time

to listen. It means a lot. Keep doing what you’re doing – you’re

an amazing individual.”

Strategic Report

Playtech plc Annual Report and Financial Statements 2022

Responsible business and sustainability continued

Investing in safer gambling

research, education and treatment

Healthy online lives and digital wellbeing

The impacts of gambling-related harm, particularly mental

health impacts, have been rising up the agenda and informing

actions amongst health agencies, politicians, regulators,

activists and charities. Scrutiny and pressure on the sector

to act have added urgency, visibility and relevance for

addressing the intersection of these issues. The enormity

of the current situation also serves as an opportunity and

platform for bringing together interested organisations to

make a difference across the issues.

The intersection of gambling, online life and

mental health

Safer gambling Mental health

Healthy lives and

digital wellbeing

In 2020, Playtech announced a commitment to supporting

programmes and partnerships designed to reduce gambling-

related harm and promote positive digital wellbeing and health

outcomes. In doing so, Playtech formally announced and

committed £5 million over five years in five areas of focus, to

support partnerships and initiatives that can make a positive

difference at the intersection of gambling, online life and mental

health. Playtech has established strategic partnerships with a

growing number of organisations including Betknowmore, Epic

restart foundation, Kindbridge, RG+, the National Centre for

Suicide Prevention, YGAM and more. To date, over 470,000

beneficiaries were reached, both directly and indirectly.

Asummary of each of these partnerships is available on

thePlaytech website.

Playtech has continued its investment in research,

educationand treatment programmes designed to reduce

gambling-related harm. In 2022, Playtech invested over

£1,010,000 in such programmes and initiatives. Below are

afewexamples of programmes supported during the year.

Partnering for change: Playtech

Cyprus and Generation for

Change CY collaboration for

inclusion and equality

In 2022, Playtech Cyprus continued its partnership with

Generation for Change CY, an organisation committed

to supporting vulnerable and marginalised communities,

including refugees, migrants and asylum seekers. Individuals

from these communities experience significant societal

challenges including cultural differences and understanding

new traditions. The initiatives delivered included the Let’s

Play Together Intercultural 3x3 Basketball Tournament,

a Humanitarian Aid Programme and IT donations. The

organisation Generation for Change CY and 22 Playtech

employees worked together throughout the year to deliver

events and initiatives, all focusing on different aspects

ofinclusion.

The basketball tournament helped people from all walks of life

come together to compete in good spirit and with the utmost

respect for one another. The aim of the initiative was to bring

people from different backgrounds together, allowing them to

interact with each other on equal grounds, fostering familiarity,

exchange and appreciation and forming friendships. This initiative

brought together more than 76 players from 21 different countries.

The Humanitarian Aid Programme resulted in the collection of

a large range of products including food, hygiene essentials,

clothes, bedding and kitchen utensils. These collections

directly helped approximately 240 households around Cyprus.

This initiative highlighted the importance of equality and

inclusion for all, as no one should be without thenecessities.

Playtech donated five laptops in support of Generation

for Change CY’s educational and skills development

programmes. The laptops helped provide IT skills courses

to 13 participants to develop their digital literacy. In addition,

the laptops allowed the organisation to deliver employability

activities, which included CV writing, job search sessions and

IT skills courses and were delivered to more than 130 job-

seeking individuals from vulnerable communities. Due to the

overall success of the Playtech and Generation for Change

CY partnership, there will be plans for future collaborations.

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Collaborating to reduce

gambling-related financial harm

Since 2019, Playtech has partnered and participated in GamCare’s

Gambling Related Financial Harm (GRFH) programme. Launched

in 2019, the aim of this programme is to develop a best practice

framework for the identification and support of players experiencing

financial difficulty due to gambling-related harm. This multi-

stakeholder initiative brings together lived experience as well as

representatives from the financial sector, the gambling industry,

money and debt advice organisations, gambling treatment and

support services, and research bodies to share best practices, set

new standards, innovate and connect.

The initiative helps organisations better understand the links

between gambling-related financial harm, in particular debt,

and enables them to better help the individuals affected. It has

launched a comprehensive toolkit for financial institutions, gambling

businesses and debt advice agencies across the UK to help them

recognise, support and refer people experiencing GRFH. This

ensures that common language is used and GRFH interventions

are built into processes and cascaded to frontline staff. Various

virtual and in-person workshops and networking events were

organised for frontline workers who might encounter debt and other

gambling-related financial harms. In total, 338 professionals were

reached directly in 2022, with 222 of those receiving wider learning or

engagement under the programme.

Worksafe

Playtech is funding the development of Worksafe by Betknowmore

UK and GamCare. Worksafe is a workplace wellbeing programme

focused on the prevention and reduction of harms linked to gambling

and related digital behaviours. The programme aims to fill the gap

in relation to gambling, in the training, resources and care provided

to employees to maintain positive mental health through enhanced

resilience in the workplace.

The programme accelerated in 2022, after being delayed due tothe

COVID-19 pandemic. The programme’s strategy focuses on three

priority areas: awareness raising, capability building andresearch. A

workshop was created to improve people’s abilityto recognise and

respond to gambling in the workplace. Theworkshop is flexible so

that it can apply to SMEs and multinationals in every conceivable

sector. Content includes lived experience of people with gambling

harms and others who have been affected in the most sensitive

but impactful way possible. It has been piloted with 34 different

organisations, which have in turn provided feedback on the content

and structure of the programme. There are four bespoke packages

offered and the resources will be City & Guilds quality assured. In

the meantime, the Worksafe team has developed partnerships with

umbrella organisations for the sectors it intends to prioritise. These

include gambling operators, local and central government, housing

associations, finance and retail. Worksafe will be formally launched

into the marketplace in early 2023, with a view to becoming

self-sustaining in the future.

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Chief Financial Officer’s review

Record performance

with continued

strength in B2B and B2C

Overview

Group performance

Overall, Playtech had an excellent 2022, with Adjusted EBITDA

of€405.6 million (2021: €317.1 million), an increase of 28%

(22%ona constant currency basis) compared to 2021. Similarly,

reported EBITDA increased by €91.2 million to €372.5 million

(2021:€281.3million). Total reported revenue from continuing

operations was €1,601.8 million (2021: €1,205.4 million), representing

a 33% increase (31% on a constant currency basis) compared to

2021. The excellent overall results in 2022 were driven by continued

strength in the Group’s online businesses as well as retail reopening

following pandemic-related closures in parts of 2021 in many of the

Group’s markets.

The strong performance was driven by both the B2C and B2B

divisions. In B2C, Snaitech had an excellent 2022 performance as

the strong results in its online business continued and its retail shops

were open for the entirety of 2022, following the pandemic-related

closures for most of H1 2021. This led to B2C Adjusted EBITDA of

€245.4million, an increase of 38% compared to 2021.

In B2B, the results were driven by strong growth in regulated markets,

with revenues growing by 22% from €378.7 million to €461.6 million

(18% on a constant currency basis), led by Caliente in the Americas

and Holland Casino in Europe, validating the strategy of focusing on

opportunities in regulated and soon to be regulated markets.

Reported and adjusted profit

Adjusted profit before tax from continuing operations increased

by 79% to €215.4 million (2021: €120.4 million), driven by the rise

in Adjusted EBITDA, decrease in depreciation and amortisation

and increase in finance income due to favourable EUR/USD

FXmovements.

Reported profit before tax from continuing operations decreased to

€95.6 million (2021: €605.0 million), mainly due to the €583.2 million

of unrealised fair value gains on derivative financial assets recognised

in the prior year with the current year fair value gain being only

€6.0 million.

This led to a total post-tax reported profit from continuing operations

of €40.6 million (2021: €686.7 million).

Balance sheet, liquidity and financing

The Group continues to maintain a strong balance sheet with

Adjusted gross cash, which excludes the cash held on behalf of

clients, progressive jackpots and security deposits, of €272.4 million

as at 31 December 2022 (31 December 2021: €434.3 million). The

decrease is a result of fully paying down the outstanding Revolving

Credit Facility (RCF) balance of €166.1 million in July 2022, as well

as the €330.0 million part repayment of the 2018 Bond, offset by

the €223.9 million cash consideration received on the disposal of

Finalto and the positive cash generation due to the performance of

the Group during the year. The Group now has a reduced leverage

position with net debt decreasing by €332.6 million to €275.2 million

as at 31 December 2022 (31 December 2021: €607.8 million). Net

debt/Adjusted EBITDA was 0.7x as at the year end, a significant

improvement to the ratio at 31 December 2021 of 1.9x.

Finalto sale

The sale of the Finalto division to Gopher Investments completed

in July 2022. The final cash proceeds from the disposal were

$228.1million (€223.9 million), which includes an enterprise value of

US$250 million offset by a completion accounts adjustment.

Playtech used part of these proceeds to repay its RCF in full in July

2022 with the remainder used for general corporate purposes.

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Chris McGinnis

Chief Financial Officer

28%

Growth in Group

Adjusted EBITDA

Group summary (continuing operations)

2022

€’m

2021

€’m

B2B Gambling 632.4 554.3

B2C Gambling 983.1 663.7

Intercompany (13.7) (12.6)

Total Group revenue from

continuingoperations 1,601.8 1,205.4

Adjusted costs (1,196.2) (888.3)

Adjusted EBITDA from

continuingoperations 405.6 317.1

Reconciliation from EBITDA to

Adjusted EBITDA:

EBITDA 372.5 281.3

Employee stock option expenses 8.0 13.1

Professional fees 15.7 14.4

Fair value change of redemption liability (4.3) 1.3

Ukraine employee support costs 3.3 —

Onerous contract 10.4 —

Provision for other receivables — 1.2

Charitable donation — 3.5

Settlement of legal matter — 2.3

Adjusted EBITDA 405.6 317.1

Adjusted EBITDA margin 25% 26%

Overall, the Group’s total revenue from continuing operations

increased by 33% to €1,601.8 million (2021: €1,205.4 million),

mostly driven by retail reopening following COVID-19 related

restrictions which impacted H1 2021 in many of the Company’s main

markets, including Italy, as well as its continued growth in regulated

B2B markets.

In B2B, revenue increased by 14% from €554.3 million in 2021 to

€632.4 million in 2022, driven by Mexico, where Caliente continued

its strong growth, as well as increases seen in other countries such as

the Netherlands, Poland and Brazil, partly offset by a decrease in the

UK and Asia.

The Group’s total reported revenues from its B2C operations

increased by 48% to €983.1 million (2021: €663.7 million). Snaitech

had an excellent performance as the strong results in its online

business continued and its retail shops were open for the entirety of

2022, following the pandemic-related closures for most of H1 2021.

The Group’s Adjusted EBITDA from continuing operations increased

to €405.6 million (2021: €317.1 million), representing a 28% and 22%

increase on an actual and constant currency basis, respectively.

Adjusted EBITDA margin decreased by only 90bps in 2022 versus

2021 due to a change in channel mix, with the return of the lower

margin retail segment for the full year 2022, versus closures during

the first half of 2021 due to COVID-19, as well as increased bad debt

provision in the B2B business in Asia, recognised in H1 2022.

The Group’s total reported EBITDA increased by 32% to

€372.5million (2021: €281.3 million). The adjusted items between

reported and Adjusted EBITDA are explained in Note 10 of the

financial statements.

Divisional performance

B2B Gambling

B2B Gambling revenue

2022

€’m

2021

€’m

Change

Constant

currency

Regulated – Americas 144.7 101.3 43% 27%

Regulated – Europe

(excludingUK) 184.6 141.4 31% 31%

Regulated – UK 126.7 132.1 (4)% (5)%

Regulated – Rest of the world 5.6 3.9 44% 44%

Total regulated B2B revenue 461.6 378.7 22% 18%

Unregulated excluding Asia 103.6 93.7 11% 10%

Total core B2B revenue 565.2 472.4 20% 16%

Asia 67.2 81.9 (18)% (21)%

Total B2B Gambling revenue 632.4 554.3 14% 11%

Overall, B2B Gambling revenues increased by 14% (11% on a

constant currency basis), largely due to an increase in the regulated

B2Bbusiness.

Core B2B Gambling revenues

increased by 20%, driven by an

increase in regulated markets in the Americas and Europe (excluding

the UK), as well as unregulated markets (excluding Asia) of 43%, 31%

and 11% respectively (27%, 31% and 10% respectively on a constant

currency basis). This was offset by a 4% decrease in revenues from

UK (5% on a constant currency basis), and an 18% (21% on constant

currency basis) decline in revenues from Asia.

The increase in the Americas was primarily driven by Mexico, due to

revenue growth from Caliente while in Europe (excluding the UK) the

growth was driven by the Netherlands, Poland, Spain and Ireland. The

increase in the Netherlands was driven by the expanded long-term

strategic software and services agreement with Holland Casino,

which successfully launched in October 2021. In unregulated markets

excluding Asia, the increase was driven by very strong growth in

Brazil, offset in part by a decline in Germany, which saw regulatory

changes in 2021, and the Netherlands moving to a regulated market.

Asia revenue decreased mainly due to the lockdowns in China and

other parts of Asia in the period, whereas in the UK our partnership

with Entain continues to reduce in scope.

B2B Gambling costs

2022

€’m

2021

€’m

Change

Research and Development 87.5 78.2 12%

General and Administrative 82.6 67.2 23%

Sales and Marketing 16.8 13.5 24%

Operations 285.3 256.2 11%

Total B2B Costs 472.2 415.1 14%

Total B2B Revenue and Costs

B2B revenue 632.4 554.3 14%

B2B Costs (472.2) (415.1) 14%

Total B2B Adjusted EBITDA 160.2 139.2 15%

Margin 25% 25%

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Divisional performance continued

B2B Gambling continued

B2B Gambling costs continued

Research and Development (R&D) costs include, among others,

employee-related costs and proportional office expenses. Expensed

R&D costs increased by 12% to €87.5 million (2021: €78.2 million),

driven by the increase in employee-related costs. Capitalised

development costs were 39% of total B2B R&D costs in 2022,

whichisin line with the prior year.

General and Administrative costs include employee-related costs,

proportion of office expenses, consulting and legal fees, and

corporate costs such as audit and tax fees and listing expenses.

These costs increased by 23% to €82.6 million (2021: €67.2 million),

due to a new bonus scheme provision for employee retention,

increase in consulting fees and post COVID-19 costs.

Sales and Marketing costs increased by 24% to €16.8 million (2021:

€13.5 million), mainly due to increased marketing activity following

theend of the COVID-19 crisis as well as higher bonus provisions.

Operations costs include costs relating to infrastructure and other

operational projects, IT and security and general day-to-day

operational costs, including employee and office-apportioned

costs and branded content fees. These costs increased by 11% to

€285.3million (2021: €256.2 million), driven mainly by an increase in

employee related costs relating to live operations and the provision

of additional B2B services, mainly under the Group’s structured

agreement arrangements, as well as sport hardware costs.

B2B Adjusted EBITDA

Total B2B Adjusted EBITDA increased by 15% to €160.2 million

(2021:€139.2 million), while EBITDA margin remained steady at 25%

(2021: 25%). The B2B Adjusted EBITDA in the period was impacted by

the €15.4 million doubtful debt provision in Asia recognised in H1 2022

(2021: €7.5 million), which was offset by the increase in performance

from Brazil and Mexico and more generally the sports product.

B2C Gambling

2022

€’m

2021

€’m Change

Snaitech

Gambling revenue

899.8 584.7 54%

Gambling costs 645.6 402.1 61%

Adjusted EBITDA 254.2 182.6 39%

Margin 28% 31%

Sun Bingo White Label

Gambling revenue 65.3 61.9 5%

Gambling costs 63.3 55.2 15%

Adjusted EBITDA 2.0 6.7 (70)%

Margin 3% 11%

HAPPYBET

Gambling revenue 20.1 18.2 10%

Gambling costs

30.9 29.6 4%

Adjusted EBITDA (10.8) (11.4) 5%

Margin NA NA

B2C Adjusted EBITDA 245.4 177.9 38%

Margin 25% 27%

1 Includes intercompany revenue from HAPPYBET of €2.1 million (2021: €1.1 million).

2 Includes intercompany costs from Snaitech of €2.1 million (2021: €1.1 million).

Snaitech

Snaitech revenues increased 54% from the prior year to €899.8million

(2021: €584.7 million), with operating costs seeing a similar increase

of 61% to €645.6 million (2021: €402.1 million). The retail network in

Italy was shut for almost the entirety of H1 2021 due to the COVID-19

pandemic. The relaxing of COVID-19 restrictions at the end of June

2021 enabled retail sites to reopen, which drove the increase in

revenues and costs in 2022. The online segment continues to see

impressive growth, indicating that the addressable market has

expanded post-pandemic.

Snaitech’s Adjusted EBITDA increased by 39%, while revenue

increased 54%. As a result, Snaitech’s Adjusted EBITDA margin

decreased 300 bps to 28% (2021: 31%), due to the return of the lower

margin retail business.

Sun Bingo White Label

Revenue from the Sun Bingo business increased by 5% to

€65.3million (2021: €61.9 million). However, operating costs within

Sun Bingo increased by 15% to €63.3 million (2021: €55.2 million). The

main reason for the increase is that, following the commencement

of the new contract with News UK, the cost structure of the business

changed. From July 2021, Playtech incurs the marketing costs

(previously they were recharged to News UK) and furthermore, there

is now a brand fee being charged by News UK (previously this was

covered by the minimum guarantee).

This led to Adjusted EBITDA of €2.0 million (2021: €6.7 million).

Adjusted EBITDA still includes the unwinding of the minimum

guarantee prepayment of €5.4 million in the current year (2021:

€11.9 million) over the new period of the contract which was

renegotiated in 2019.

On a reported basis Playtech incurred a one-off cost of €10.4 million

in H1 2022 to terminate an onerous contract with a service provider.

The termination of the agreement will improve the profitability of the

business going forward.

HAPPYBET

The Sport B2C business, saw year-on-year revenue growth of 10%

to €20.1 million (2021: €18.2 million), with costs increasing by 4%.

The business remains loss making, with Adjusted EBITDA loss in the

current period of €10.8 million (2021: loss of €11.4 million). The small

improvement is primarily driven by the reopening of retail sites and

early progress after the Snaitech management team took control of

HAPPYBET’s operations.

Chief Financial Officer’s review continued

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Below EBITDA items

Depreciation and amortisation

Reported and adjusted depreciation decreased by 3% to

€41.5million (2021: €42.9 million). After deducting amortisation of

acquired intangibles of €42.0 million (2021: €34.8 million), Adjusted

amortisation decreased by 9% to €67.8 million (2021: €74.5 million)

as the Italian gaming machine licences useful life has been extended

to June 2023 at no cost. The remainder of the balance under

depreciation and amortisation of €18.8 million (2021: €16.9 million)

relates to IFRS 16 Leases and the recognition of the right-of-use

assetamortisation.

Impairment of tangible and intangible assets

The reported impairment of tangible and intangible assets of

€38.5million (2021: €21.6 million) mostly relates to:

• the impairment of the Eyecon cash-generating unit (CGU) of

€13.6million, driven by the fact that its operations are highly

concentrated in the UK online market which has seen a slowdown

due to the uncertain regulatory climate;

• the impairment of the Quickspin CGU of €7.0 million, given the risk

the CGU bore from the proportion of revenues being generated

from the Group’s B2B customers choosing to operate in areas with

geopolitical tension, and the resulting 1% increase on the post-tax

discount rate of the CGU to mitigate that factor;

• the impairment of the Bingo VF CGU of €12.5 million (2021:

€6.4million) due to slower than expected growth in the business,

following plans to recover from the termination of a significant

licensee in the prior year; and

• the impairment of the IGS CGU of €5.6 million, which was severely

affected by COVID-19 and until recently had not managed to bring

revenue up to pre-COVID-19 levels with the business suffering from

cancelled or postponed projects.

The prior period impairment of €21.6 million mainly relates to:

• €12.3 million impairment resulting from the disposal of some real

estate in Milan. The recoverable amount (being net sales proceeds

as per the binding sale agreement) was compared to the property’s

net book value which led to the impairment;

• €6.4 million impairment in the Bingo VF cash-generating unit

mainly driven by the termination of one of the biggest customer

contracts; and

• €2.7 million of development workforce aborted projects.

Finance income and finance costs

Reported and adjusted finance income of €11.6 million (2021: €1.1

million) mainly relates to a €9.2 million foreign exchange gain, driven

primarily by the favourable movement in the USD to EUR rate during

2022. In the prior year, this was an overall loss of €0.5 million and

hence included in finance costs. The remainder of the finance income

is interest received.

Reported finance costs includes interest payable on the bonds and

other borrowings, bank facility fees, bank charges, interest expense

on lease liabilities, the movement in contingent consideration

and redemption liabilities, fair value loss of convertible loans and

expected credit losses on loan receivables. Reported finance costs

increased by 8% to €73.0 million (2021: €67.7 million), mainly due to

the €3.0million (2021: €Nil) fair value loss on the GameCo convertible

loan immediately before it was converted to equity and the first

time recognition of €1.6 million of expected credit losses on the

loans receivable. This was offset by a reduction in the movement in

contingent consideration and redemption liability to €0.1 million (2021:

€4.8 million). Adjusted finance costs increased by 11% to €69.9 million

(2021: €62.9 million). The difference between adjusted and reported

finance costs is the movement in contingent consideration and

redemption liability of €0.1 million (2021: €4.8 million) and fair value

loss of the GameCo convertible loan of €3.0 million.

Unrealised fair value changes of derivative financial assets

The unrealised fair value changes of derivative financial assets of

€6.0million (2021: €583.2 million) is due to the recognition of the fair

value of the various call options held by the Group in Latin America

which fall under the definition of derivatives within IFRS 9 Financial

Instruments. Further details on the fair value of the various call options

are disclosed in Note 20, which includes a significant judgement

made in relation to the valuation of the Playtech M&A Call Option.

Taxation

A reported tax expense from continuing operations of €55.0 million

(2021: tax credit of €81.7 million) arises on a profit before tax of

€95.6million (2021: €605.0 million) compared to an expected charge

of €18.2 million based on the UK statutory rate of 19%. The key items

for which the reported tax charge has been adjusted are the provision

of €8.4 million in respect of overseas tax audits and the reversal of

deferred tax liabilities of €8.3 million in respect of intangibles assets

acquired through business combinations.

The Group’s reported effective tax rate for the current period is 39.5%.

This rate is higher than the UK statutory rate of 19%. The key reasons

for the differences are profits of subsidiaries located in territories

where the tax rate is higher than the UK statutory tax rate (which

predominately relates to Snaitech based in Italy) and expenses not

deductible for tax purposes including professional fees, impairment of

intangible assets and loss on disposal of subsidiaries.

The total adjusted tax expense is €54.9 million (2021: tax credit

of €7.2million) which arises on an adjusted profit before tax of

€215.4million (2021: €120.4 million). The total adjusted tax expense

of €54.9million consists of an income tax expense of €20.4 million

(2021: tax charge of €14.6 million) and a deferred tax expense of

€34.5 million (2021: deferred tax credit of €21.8 million). The total

adjusted deferred tax expense mainly consists of a deferred tax

expense of €44.7 million relating to the Snaitech group including the

use of Snaitech tax losses and a credit of €16.7 million relating to UK

tax losses for which a tax benefit is recognised in the current year.

The Group’s effective adjusted tax rate for the current period is 25.5%.

This rate is higher than the UK statutory rate of 19% as there are

profits within subsidiaries located in territories where the tax rate is

higher than the UK statutory tax rate (which predominately relates to

Snaitech based in Italy).

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Discontinued operations

Casual and Social Gaming segment

On 11 January 2021, the Group entered into an agreement for the

disposal of the remainder of the business, namely “YoYo”, for a

total consideration of $9.5 million resulting in a profit on disposal of

€7.6million. This business has now been fully disposed.

The Adjusted EBITDA relating to the Casual and Social Gaming

business was €Nil in both periods being presented as operations

were completely wound down in 2020.

Finalto (formerly TradeTech Group)

Finalto was disposed of in July 2022 with cash proceeds of

$228.1million (€223.9 million) and transaction costs of €1.6 million

resulting in a profit on disposal of €15.1 million.

In terms of performance, revenue up until the point of disposal was

€74.5 million (2021 full year revenue: €46.6 million). The improved

performance was due to higher market volatility during 2022, which in

turn increased both Reported and Adjusted EBITDA to €24.4million

for the period up to the point of disposal (2021 full year loss:

€30.9 million) and €33.8 million (2021 full year loss: €23.0 million),

respectively.

Adjusted profit

2022

€’m

2021

€’m

Reported proﬁt from continuing operations

attributable to the owners of the Company 40.6 686.7

Employee stock option expenses 8.0 13.1

Professional fees 15.7 14.4

Fair value change and ﬁnance cost on redemption

liability and contingent consideration (4.2) 6.1

Ukraine employee support costs 3.3 —

Onerous contract 10.4 —

Charitable donation — 3.5

Settlement of legal matter — 2.3

Provision for other receivables — 1.2

Fair value change of equity instruments 0.3 1.6

Fair value change of derivative ﬁnancial assets (6.0) (583.2)

Fair value loss on convertible loans 3.0 —

Amortisation of intangibles on acquisitions 42.0 34.8

Impairment of tangible and intangible assets 38.5 21.6

Loss on disposal of subsidiary 8.8 —

Deferred tax on acquisitions (8.3) (9.1)

Deferred tax on reorganisation — (63.6)

Deferred tax on asset held for sale — (1.8)

Tax related to uncertain positions 8.4 —

Adjusted Proﬁt from continuing operations

attributable to the owners of the Company 160.5 127.6

The reconciling items in the table above are further explained in

Note 10 of the financial statements. Reported profit before tax from

continuing operations was €95.6 million (2021: €605.0 million), mainly

due to the €583.2 million of unrealised fair value gains on derivative

financial assets recognised in the prior year with the current year gain

being only €6.0 million.

Adjusted EPS (in Euro cents)

2022

€’m

2021

€’m

Adjusted basic EPS from continuing operations 53.5 42.8

Adjusted diluted EPS from continuing operations 51.5 40.9

Basic EPS from proﬁt attributable to owners

oftheCompany 29.2 226.3

Diluted EPS from proﬁt attributable toowners

oftheCompany 28.1 216.2

Basic EPS from proﬁt attributable to the owners

oftheCompany from continuing operations 13.5 230.3

Diluted EPS from proﬁt attributable to the owners

ofthe Company from continuing operations 13.0 220.1

Basic EPS is calculated using the weighted average number of equity

shares in issue during 2022 of 300.1 million (2021: 298.2 million).

Diluted EPS also includes the dilutive impact of share options and

is calculated using the weighted average number of shares in issue

during 2022 of 311.9 million (2021: 312.1 million).

Cash flow

Cash conversion (including discontinued operations)

Playtech continues to be cash generative and delivered operating

cash flows of €410.9 million (2021: €314.6 million after adjusting for the

€89.6 million deferred payment of gaming duties in Italy). The increase

is primarily due to Snaitech’s retail locations being fully operational

in 2022 as opposed to the prior period where COVID-19 related

restrictions meant retail sites were closed for most of H1 2021, as

well as a better performance from the rest of the business, including

Finalto, compared to the prior year.

2022

€’m

2021

€’m

Adjusted EBITDA (including

discontinuedoperations) 439.4 294.1

Net cash provided by operating activities 410.9 225.0

Deferred payment of gaming duties — 89.6

Net cash provided by operating activities

afterdeferred payment of gaming duties 410.9 314.6

Cash conversion 94% 107%

Change in jackpot balances and security deposits (3.6) (10.5)

Change in client deposits and client funds 15.3 (21.7)

Professional fees 24.4 21.5

ADM security deposit (Italian Regulator) 11.5 (1.7)

Adjusted net cash provided by

operatingactivities 458.5 302.2

Adjusted cash conversion 104% 103%

Adjusted cash conversion at 104% (2021: 103%) is shown after

adjusting for the deferred payment of gaming duties in the prior year,

as well as jackpots, security deposits, client deposits and client funds,

professional fees and ADM security deposit.

Adjusting for the above cash fluctuations is essential in order to truly

reflect the quality of revenue and cash collection. This is because

the timing of cash inflows and outflows for gaming tax duties in Italy,

jackpots, security deposits and client funds only impact the reported

operating cash flow and not Adjusted EBITDA, while professional fees

are excluded from Adjusted EBITDA but impact operating cash flow.

Chief Financial Officer’s review continued

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Cash conversion (excluding discontinued operations)

2022

€’m

2021

€’m

Adjusted EBITDA 405.6 317.1

Net cash provided by operating activities 382.7 227.6

Deferred payment of gaming duties — 89.6

Net cash provided by operating activities

afterdeferred payment of gaming duties 382.7 317.2

Cash conversion 94% 100%

Change in jackpot balances and security deposits (3.6) (10.5)

Change in client funds (9.4) (1.5)

Professional fees 15.7 14.4

ADM security deposit (Italian Regulator) 11.5 (1.7)

Adjusted net cash provided

byoperatingactivities 396.9 317.9

Adjusted cash conversion 98% 100%

If we exclude the impact of Finalto cash flow, the adjusted cash

conversion reduces to 98% (2021: 100%).

Cash flow statement analysis

Net cash outflows used in investing activities totalled €358.3 million

(2021: €127.6 million) of which:

• €30.4 million (2021: €16.7 million) relates to loans granted. Of the

total granted in 2022, €18.0 million (2021: €8.1 million), relates to the

Galera Group which has a total loan facility of $45 million (refer to

Note 20) and €8.4 million is related to NorthStar;

• €54.0 million (2021: €49.6 million) was used in the acquisition

ofproperty, plant and equipment;

• €10.1 million (2021: €7.2 million) was used in the acquisition

ofintangible assets;

• €61.3 million (2021: €57.4 million) was spent on capitalised

development costs;

• €29.2 million relates to the payment for the acquisition of LSports

(Note 20A) and contingent consideration paid to Wplay of

€1.0million (2021: €4.2 million relates to the payment of the call

option held for Ocean Holdings Ltd and contingent consideration

paid to Wplay of €4.1 million); and

• net cash outflow in relation to the Financial segment disposal of

€169.8 million (2021: Cash inflow of €10.7 million mostly relating the

disposal of the casual business).

Net cash outflows used in financing activities totalled €566.9 million

(2021: €218.4 million) of which:

• €36.7 million (2021: €39.4 million) relates to interest payments on

bond loans and bank borrowings;

• €166.1 million (2021: €150.0 million) related to the repayment

of the RCF;

• in 2022 €330.0 million related to the part repayment of the

2018 Bond;

• €5.9 million (2021: €0.7 million) are payments of contingent

consideration and redemption liability; and

• €28.2 million (2021: €28.3 million) is principal and interest lease

liability payments.

Balance sheet, liquidity and financing

2022

€’m

2021

€’m

Cash and cash equivalents 426.5 575.4

Cash held on behalf of clients, progressive jackpots

and security deposits (154.1) (141.1)

Adjusted gross cash and cash equivalents

(excluding assets and liabilities held for sale) 272.4 434.3

Loans and borrowings (RCF) — 167.1

Bonds 547.6 875.0

Gross debt (excluding liabilities held for sale) 547.6 1,042.1

Net debt (excluding assets and liabilities held

forsale) 275.2 607.8

Adjusted EBITDA 405.6 317.1

Net debt/Adjusted EBITDA ratio 0.7 1.9

Cash

The Group continues to maintain a strong balance sheet with

total cash and cash equivalents, excluding cash held for sale,

of €426.5million at 31 December 2022 (2021: €575.4 million).

Adjusted gross cash, which excludes the cash held on behalf of

clients, progressive jackpots and security deposits, decreased to

€272.4million as at 31 December 2022 (2021: €434.3 million), due

to the €166.1 million RCF repayment, €330.0 million part repayment

of the 2018 Bond, both offset by the net proceeds from the Finalto

disposal as well as the solid performance of the Group during 2022.

Financing

The Group’s total gross debt decreased to €547.6 million as at

31December 2022 (2021: €1,042.1 million), with net debt, after

deducting Adjusted gross cash, decreasing to €275.2 million

(2021:€607.8 million).

The Group issued a five-year senior secured note of €530.0 million

(3.75% coupon), which was raised in October 2018 to support the

acquisition of Snaitech and is maturing in October 2023. During

the year, the Group made a €330.0 million partial repayment of the

2018 Bond. The remaining outstanding balance of €200.0 million is

expected to be repaid through cash resources and/or proceeds from

the Group’s RCF and/or new financing.

The Group has also issued a seven-year senior secured note to the

value of €350.0 million (4.25% coupon, maturity 2026), which was

raised in March 2019.

Finally, the Group also has an RCF which has been restructured

during the year. The revised facility is now €277.0 million (previously

€317.0 million) and is available until October 2025, with an option to

extend by 12 months. As at the reporting date the credit facility drawn

amounted to €Nil (2021: €167.1 million).

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Balance sheet, liquidity and financing continued

Net debt

Net debt decreased in the period by €332.6 million to €275.2 million as at 31 December 2022 (2021: €607.8 million), while net debt/Adjusted

EBITDA was 0.7x (31 December 2021: 1.9x).

Finalto sale

The sale of the Finalto division to Gopher Investments, which was first presented by the Group under discontinued operations at 31December

2020, completed in July 2022. The cash proceeds from the disposal were $228.1 million (€223.9 million), which includes an enterprise value of

US$250 million, offset by a completion accountsadjustment.

Playtech used part of these proceeds to repay its RCF in full in July 2022.

Contingent consideration

Contingent consideration and redemption liability decreased to €2.9 million (2021: €11.0 million) mostly due to the completed payment relating

toEyecon Limited, Wplay and Statscore. The existing liability as at 31 December 2022 comprised the following:

Acquisition

Maximum payable earnout

(per terms of acquisition)

Contingent consideration and redemption

liability as at 31 December 2022

Payment date (based on

maximum payableearnout)

AUS GMTC PTY Ltd €46.7 million €2.1 million Q4 2025

Other €0.8 million €0.8 million Various

Going concern

In adopting the going concern basis in the preparation of the

financial statements, the Group has considered the current trading

performance, financial position and liquidity of the Group, the principal

risks and uncertainties together with scenario planning and reverse

stress tests completed for a period of no less than 15 months from the

approval of these financial statements.

At 31 December 2022, the Group held total cash (excluding cash

included in assets held for sale) of €426.5 million (2021: €575.4 million)

and Adjusted gross cash, which excludes the cash held on behalf of

clients, progressive jackpots and security deposits, of €272.4 million

(2021: €434.3 million).

Furthermore, the Group has reduced its total debt to €547.6 million

(2021: €1,042.1 million), as a result of using the Finalto proceeds to

fully repay its RCF (31 December 2021: €167.1 million), and a €330.0

million partial repayment of its 2018 Bond. The rest of the 2018 Bond

of €200.0 million is repayable in October 2023, and the Directors are

confident that the company will be able to settle this amount. During

2022, the RCF was restructured with a new facility of €277.0 million

being available until October 2025, with an option to extend by 12

months. As at 31 December 2022 the RCF is fully undrawn.

The payment related to the renewal of the Italian concessions is

expected to be incurred in 2025 and therefore is outside of the going

concern period.

Management concluded that the risk of a covenant breach over the

next 15-month period from the date of releasing this report is low

and as such, has a reasonable expectation that the Group will have

adequate financial resources to continue in operational existence.

1 Adjusted numbers relate to certain non-cash and one-off items, as well as material

reorganisation and acquisition related costs. The Board of Directors believes that the

adjusted results represent more closely the consistent trading performance of the business.

A full reconciliation between the actual and adjusted results is provided in Note 10 of the

financialstatements.

2 Core B2B Gambling refers to the Company’s B2B Gambling business excluding

unregulatedAsia.

3 Totals in tables throughout this statement may not exactly equal the components of the total

due to rounding.

Chris McGinnis

Chief Financial Officer

23 March 2023

Chief Financial Officer’s review continued

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Risk management, principal risks and uncertainties

Risk on

the agenda

A message from the Chair of the Risk &

Compliance Committee

2022 has been challenging with another period of uncertainty. We

entered the year still feeling the after effects of the pandemic while the

conflict in Ukraine exacerbated inflationary pressures and increased

political volatility across the globe. Operating in this macroeconomic

environment, we recognise the increasing importance of risk

management activities to successfully deliver our strategic objectives.

As a Non-executive Board member and Chair of the Risk & Compliance

Committee, my role is to oversee the risk management activities of

Playtech. Here, I present an overview of the principal risks we face as

a Company and, while it is impossible to eliminate these entirely, how

we mitigate these risks to manage our exposure to an acceptable

level and, equally, capture opportunities where possible.

Mitigating geopolitical tensions and

inflationary pressures

As a Company we have responded to the ongoing conflict in Ukraine,

prioritising our people and their families by initiating evacuation plans

with resounding support from the rest of the Company. Led by our

CEO and COO, we initiated dedicated business continuity planning

protocols and continue to conduct regular risk assessments to

monitor the ongoing situation.

The conflict has also contributed to the economic volatility that we

are faced with across the globe. Rising interest and inflation rates and

the global threat of recession contribute to difficulties in managing the

economic climate and meeting the expectations of our stakeholders,

particularly supporting our globally positioned staff. We are closely

monitoring the economic environment and preparing appropriate

responses and action plans to mitigate the risks to an acceptable level

and support our staff as best we can.

Managing cyber threats in a data driven world

Data is our most valuable asset and with it comes significant

responsibility and vulnerability. The increasing threat to our security

network is twofold: our internal systems being breached resulting

in unauthorised access to our proprietary data and our sensitive

employee and customer information being accessed externally.

Ensuring that we are up to date with the most robust tools builds

ourstrength and resilience to protect our security environment.

Keeping up to date with an evolving

regulatory landscape

Regulations are continuing to evolve as the industry matures, which

can change at short notice; therefore, it is vital we keep abreast of

these changes in a time-sensitive manner.

“ Operating in a rapidly changing

environment, we recognise

the increasing importance of

risk management activities

to successfully deliver our

strategic objectives.”

Anna Massion

Chair of the Risk & Compliance Committee

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Keeping up to date with an evolving

regulatory landscape continued

Existing markets are tightening regulation to support a more

sustainable regulatory environment. New and emerging markets

are also evolving and learning, which can make it challenging both

operationally and commercially to keep ahead of all these changes.

Our presence in Italy has been of increasing strategic importance

to us over the years. With the growing success in this jurisdiction,

we have been exposed to headwinds of increasing taxes and the

economic pressures that have come from increased regulation

in areas such as key social-related elements like AML, GDPR and

responsible gambling.

It is vital we seek to respond appropriately to regulatory changes. As

a business, we have launched a number of initiatives through the year

such as: investing in safer gambling research and tools, enhancing

the cyber protection levels we can offer our customers and staff

andbuilding an in-house Regulatory Intelligence team.

Prioritising our people and helping them achieve

their potential

Our people make Playtech the success it is today. Talent is coming

at a premium and it is important that we balance the pressures

of inflation with the recessionary environment. With the financial

pressures placed on our people, we see this as an opportunity to

provide assistance to our staff to make their life easier and ensure

their welfare is prioritised. In the race for talent, we have introduced

initiatives concentrating on both supporting and maintaining the

valuable talent we have, while focusing recruiting efforts on talent

thatwill maximise our potential as a business.

Balancing industry pressure and competition

As markets mature, growth normalises and regulatory changes impose

higher operating costs, our industry continues to consolidate. We are

faced with the constant threat of staying competitive in an industry with

a constant flow of innovation and new entrants, as well as facing cost

pressures from our customers who continue to consolidate.

To respond to this, we are investing our resources in staying on top of

the technological changes in the industry and extending our platform

to be more nimble and agile to address the evolving needs, desires

and jurisdictions of our customers.

Dealing with the impacts of climate change

The financial impact of both physical and transitional risks related to

climate change continue to be of importance to ourselves and our

stakeholders. Playtech’s TCFD statement and long-term strategy

to address climate change risks and opportunities are extensively

examined on pages 67 to 73 of the Annual Report. This year, climate

risks have been specifically referenced in two principal risks “Building

a sustainable business” and “Complying with a changing landscape in

legal, regulatory, licensing and tax requirements” where we consider

the risks and mitigative actions in further detail.

A focus on newly regulating markets

We make developing business in a sustainable way and meeting our

business objectives our priority by applying a risk-based approach.

Focusing on regulated markets and diversifying revenue streams

across customer, product and geography allows us to limit our

exposure. There remains plenty of growth opportunities for us in

countries that are starting to regulate online gambling. For example,

many states in the US have introduced regulation with others

considering it and Brazil has also introduced regulation, even if the

implementation itself seems an extra step away. As we head into

2023, we anticipate that the growth in appetite of these countries

willincrease, providing further opportunities for us to offer our

market-leading software as we apply our balanced risk approach.

Anna Massion

Chair of the Risk & Compliance Committee

23 March 2023

Risk management, principal risks and uncertainties continued

“ Regulations are continuing to

evolve as the industry matures,

which can change at short notice;

therefore, it is vital we keep

abreast of these changes in a

time-sensitive manner.”

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

During the year, the Company undertook a

review of the principal risks facing Playtech

while considering those that might threaten

the delivery of its strategy and performance

for the upcoming year.

The Board considered Playtech’s principal risks in relation to its

risk approach, to ensure an appropriate response is in place which

effectively mitigates any exposure facing our operations.

The integrity of our business is critical and cannot be put at risk.

Weoperate in a challenging and highly competitive market and, as

a result, recognise that an appropriate balance needs to be made

to achieve our objectives as a business and deliver sustainable

growth. Playtech’s acceptance of risk is dependent on the assurance

that thepotential benefits are realised and risks are mitigated and

monitored effectively.

Our principal risks continue to evolve in response to our changing

risk environment. This year, based on our current assessment

of their materiality, we have highlighted seven principal risks as a

consolidation from last year and assess the evolution from 2021 to

appreciate the current risk environment and our strategy. We have

presented our principal risks under categorisation, considering

keymacroeconomic, strategic and operational elements.

1) Recessionary risk

Risk category Macroeconomic

Likelihood Medium

Impact High

Trend Rising

Link to strategy

1 2 3 4 5 6

Principal risk

The following factors pose a risk in the current macroeconomic

environment: rising inflation, increasing interest rates,

recession and foreign exchange fluctuations. End customers

are facing financial pressures reducing disposable income and

incentives to gamble. With rising inflation, increasing interest

rates and refinancing burdens, this increases the pressure

on our staff and customers and influences our investment

decisions. From a cost perspective, our B2B business is

directly impacted by rising wage pressure and the economic

climate; Snaitech’s retail business is less affected due to the

value sharing agreement with franchisees being based on

revenues, ratherthan profit.

Fluctuations in foreign exchange rates also pose a risk as

we expand into jurisdictions with volatile currencies, such

as in the Americas. However, this is not as significant across

most of the business as our revenue and cost bases are

evenly matched.

Mitigation

We have implemented some monitoring tactics to keep

abreast of the ongoing situation and the impact on our

operations by:

• actively monitoring the economic environment as it evolves;

• preparing appropriate responses for action plans that we

can take that mitigate the risks to an acceptable level; and

• creating internal remuneration and training schemes to

retain and support existing employees.

Strategic considerations

Protecting the long-term future of the Company and delivering

on our vision is our priority as the uncertain economic climate can

adversely impact this.

Outlining our principal risks

Risk management, principal risks and uncertainties continued

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

2) Geopolitical

unrest

Risk category Macroeconomic

Likelihood Medium

Impact High

Trend Stable

Link to strategy N/A

Principal risk

We are entering 2023 with the war in Ukraine still active, but

the situation at present is stable. In addition to the safety of

our staff, there is the risk that regional conflicts will constrain

energy supplies and disrupt major transportation routes,

raising prices across the board and affecting business

operations.

Mitigation

The past year has highlighted how resilient our organisation

can be when we have to prioritise and respond to a crisis. We

developed an effective response to the risks posed on us by

the war in Ukraine by:

• protecting our people and their families which has included

financial support as well as flexible working arrangements;

• ensuring capacity and continuity by managing and

relocating key infrastructure and sharing knowledge and

teams inside and outside of Ukraine; and

• reviewing reliance on critical supply chains through

effective business continuity planning which has included

implementing backup generators and evacuation plans.

Strategic considerations

Key staff that are critical to delivering our strategic objectives

are still based in Ukraine. We have contingency plans on

standby in case we have to react with immediate notice

andare actively monitoring the situation.

3) Building a sustainable

business

Risk category Strategic

Likelihood Low

Impact High

Trend Rising

Link to strategy

1 2 3 4 5 6

Principal risk

Growing awareness and visibility on sustainability-related

considerations, such as long-term viability of the operations,

safer gambling and social impacts, add pressure and increase

expectations from stakeholders.

Mitigation

The sustainability of our business is a priority and, while we

have several means to ensure we deliver on this, some of

thekey measures we have taken include:

• promoting a safer gambling environment at the forefront

ofour operations;

• ensuring our business processes support our sustainable

and responsible business strategy;

• reviewing expectations on key business strategic areas

such as our joint venture agreements and third parties to

assess the sustainable viability of our partners to assure

theongoing success of the products we offer;

• establishing a Sustainability and Public Policy Board

Committee to oversee and monitor the delivery and

evolution of ESG risks and opportunities, alongside topic

specific governance forums; and

• continuing to review our requirements and expectations

of third parties to assess the sustainable viability of

ourpartners.

Strategic considerations

The above elements and our mitigation responses enforce

our commitment to maintaining a safe and successful

environment that our stakeholders can have confidence in.

This will elevate us in delivering our vision and meeting our

strategic targets to drive the business forwards.

Risk management, principal risks and uncertainties continued

Outlining our principal risks continued

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

4) Complying with a changing

landscape in legal, regulatory,

licensing and tax requirements

Risk category Strategic

Likelihood Medium

Impact High

Trend Stable

Link to strategy

1 2 3 4 5 6

Principal risk

We operate in a constantly changing landscape when it comes to

regulation and legislative requirements. These can evolve at short

notice; therefore, it is vital we keep abreast of these fluctuations

in a time sensitive manner as not only can short notice variations

in legislative requirements restrict market opportunities, they can

also result in market closures and cause loss of revenue to Playtech.

We need to be dynamic when we enter new jurisdictions, which

are also evolving and learning, as it can make it challenging both

operationally and commercially to be ahead of all the legislative

requirements. We are also seeing evolution across environmental,

social and governance regulation and disclosure requirements,

with application to both direct operations and supply chain.

Mitigation

It is vital we react appropriately to regulation in an effective

and responsible way, and we have done so by:

• promoting a safer gambling environment at the forefront

ofour operations;

• establishing a Playtech Regulatory Intelligence team

which monitors all regions and ensures our processes and

controls are up to date and relevant;

• utilising external advisers and engaging with partners

which are familiar with the landscape where possible, to

reduce any unknown exposure;

• updating the Board fully on all regulatory matters which

provides visibility and consultation from the top; and

• reviewing and regularly assessing our climate-related

risks and opportunities and engaging with our value chain

tomitigate and manage the effects.

Strategic considerations

Increasing regulation puts pressure on new and existing

jurisdictions and therefore the marketplace itself. These

regulations are wide ranging and relate to gambling, listing

rules and financial regulation as well as requirements under

relevant environmental, social and governance-related

regulations. This can lead to higher consolidation in the

marketplace; therefore, keeping informed helps us to remain

competitive and supports our growth.

5) Remaining

competitive

Risk category Strategic

Likelihood High

Impact High

Trend Stable

Link to strategy

1 2 3 4 5 6

Principal risk

We find ourselves with stronger, more robust competition

which can reduce our market share and limit our potential

for growth. Our market thrives on the presence of active

participants to keep us innovative and relevant andhelps us

advance as an industry.

Mitigation

With technology rapidly advancing, industry consolidation

and new and emerging markets on the table, this gives us

further opportunity to build on our strategies of:

• working with innovation at the core of our offering evolving

our products and delivering exciting offerings, from both

atechnology and product perspective;

• exploring new and emerging markets to accelerate B2B

and B2C growth; and

• dedicating time to retaining and acquiring core talent to

help us drive our strategies.

Strategic considerations

If we do not respond to the market dynamics, it will be more

challenging to achieve our objectives as well as meet and

exceed stakeholder expectations.

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

6) Data breach, technical

systematic failure or security

incident

Risk category Operational

Likelihood Medium

Impact Critical

Trend Stable

Link to strategy

1 2 3 4 5 6

Principal risk

Our operational activities depend on our infrastructure

and production facilities to ensure the availability, integrity

and confidentiality of our service, assets and personally

identifiable data that we hold. A compromise of services

or data through a technical system failure, cyber-attack or

breach of security would adversely impact our Company,

including disruptions to operations, regulatory penalties

andprosecution.

Mitigation

Implementing the optimal technology and security strategy

isessential to mitigate this risk. This involves us:

• testing business continuity plans in place to respond

topotential technical failures or incidents;

• establishing technology resilience through a robust

security-focused team which operates under an ISO 27001

Information Security Management standard; and

• building a dedicated Data Protection specialist team that

offers key support to the operational staff.

Strategic considerations

We could be exposed to significant reputational and

operational damage which could limit Playtech’s growth

potential but, with the mitigation features in place, weare

wellplaced to respond.

7) Attracting and retaining

key talent

Risk category Operational

Likelihood Medium

Impact High

Trend Rising

Link to strategy

1 2 3 4 5 6

Principal risk

Failure to retain and attract the appropriate people, as well as

not adequately planning for the unanticipated departure of

key people, will result in operational deficiencies and hinder

our ability to deliver Company objectives.

Mitigation

Ensuring correct acquisition, retention and management of

key talent across Playtech is a priority to help us achieve our

vision. To help us deliver on this, we ensure we:

• maintain a strong internal recruitment team which

directs focus to key talent pools to attract the right talent

for Playtech;

• build customised strategies to grow existing talent and

concentrate on their wellness, allowing us to sustain the

present and future of Playtech;

• create internal remuneration and training schemes to retain

and support existing employees;

• promote a diverse and inclusive culture through our

Company values to promote sustainable success; and

• establish effective business continuity planning in place to

ensure effective succession.

Strategic considerations

Our Company thrives on the innovation of our people and it

would be impossible for us to achieve our vision without the

support of our employees. Our robust mitigation strategies

ensure we remain a core employer of choice across

the industry.

Risk management, principal risks and uncertainties continued

Outlining our principal risks continued

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Viability statement

The UK Corporate Governance Code requires the Board to explain

how it has assessed the prospects of the Group and state whether it

has a reasonable expectation that the Group can continue to operate

and meet its liabilities, taking into account its current position and

principal and emerging risks.

The Group’s principal markets and strategy are described in detail in

the Strategic Report on pages 24 to 29 and pages 12 to 15, respectively.

The key factors affecting the Group’s prospects are:

• Playtech is a global business and a leading technology provider in

the gambling industry;

• Playtech is well positioned to meet the growing demand for

technology in regulated and regulating markets;

• Playtech has a clear vision for its technology-centric growth

strategy, driven by new licensee and partnership agreements in the

newly regulated markets in the US and LatAm and expanding with

existing customers with additional products and into new markets;

• Playtech through its B2B division has a diverse portfolio with

over 180 licensees across retail and online, in over 40 regulated

jurisdictions; and

• Playtech through its B2C division is a leader in the second largest

European Gambling market with Snaitech in Italy; with this leading

brand and Playtech’s technology it is ideally positioned to continue

its success in this market whilst also being a fast growing player

in Italy in the online sector when measured by Gross Gaming

Revenue (GGR).

The Directors believe that a five-year period is appropriate for their

viability assessment as it is supported by a five-year plan adopted by

the Board, which covers Playtech’s strategy to continue to penetrate

the newly regulated markets in the US and LatAm. This is the longest

timeframe over which the Directors believe they can reasonably

forecast the Group’s performance. This plan relies on certain key

milestones being met in the initial years (including successful entry in

the US and certain LatAm countries), which would then drive further

growth in the latter years. This plan is revised as required to take into

account known facts that will have an impact to the existing forecasts.

In making this statement, the Directors have carried out a robust

assessment of the emerging and principal risks facing the Group,

including those that would threaten its business model, future

performance, solvency or liquidity. This includes the availability and

effectiveness of mitigating actions that could realistically be taken to

avoid or reduce the impact or occurrence of the underlying risks. In

considering the likely effectiveness of such actions, the conclusions

of the Board’s regular monitoring and review of risk management

and internal control systems, as described on pages 85 to 90

areconsidered.

Base case five-year projections

As set out in the Chief Financial Officer’s review (pages 78 to 84), the

Group had excellent overall results which were driven by continued

strength in the Company’s online businesses as well as retail

reopening following pandemic-related closures in H1 2021 in many

of the Group’s markets, including Italy. Base case projections for

viability purposes have been made using the Directors’ best estimate

including the following key assumptions:

• Modest Adjusted EBITDA growth beyond FY 2023 on

existing business;

• Constant growth in the US;

• High levels of growth in new markets in LatAm;

• Significant cash outlay in the region of €250 – €300 million payable

across 2025 and 2026 in relation to the renewal of the Snai gaming

and betting licenses;

• No major changes in working capital;

• No further impact of COVID-19; and

• No significant changes to Group structure.

The Group has the following borrowing facilities in place (as further

described in Notes 27 and 28 of the Annual Report):

• A revolving credit facility (RCF) of €277.0 million is undrawn as of

31December 2022 and available until October 2025, with an option

to extend by 12 months;

• The 2018 Bond, issued 12 October 2018 as €530 million of senior

secured notes, maturing in October 2023 (of which €330 million

was repaid in 2022, see below); and

• The 2019 Bond, issued 7 March 2019 as €350 million of senior

secured notes maturing in March 2026.

The resulting financial model assesses the ability of the Group to

remain within the financial covenants and liquidity headroom of its

existing borrowing facilities. Within the five-year assessment period,

the revolving credit facility (RCF) expires as do the 2018 Bond and

2019 Bond. During 2022, the RCF was fully repaid and €330 million of

the 2018 Bond was also repaid, leaving a balance of €200 million that

is due in H2 2023.

Within the five-year plan, the Group assumed that the €200 million

balance left on the 2018 Bond and the €350 million 2019 Bond will be

repaid on maturity. Furthermore, the RCF facility will be utilised based

on the operational and investment needs of the business during the

five-year period, however repaid when free cash is available, in order

to minimise interest costs.

Despite the assumptions made in the five-year plan, the Directors

are confident that if refinancing is required it can be achieved at

acceptable terms, and, even though currently no formal proposal has

been put forward to the Board, the Group is in regular dialogue with its

existing banks, and is continuously reviewing its options.

Climate change impact

Included within our TCFD statement on pages 67 to 69 is the Group’s

second scenario analysis building on the extensive scenario analysis

conducted in 2021, to identify the resilience of the Group’s strategy

under three different possible climate change scenarios (global

warming of 1.5°C/2°C/3°C above pre-industrial levels by 2100)

and where possible were able to quantify the impact as material or

immaterial. In the instances where it was assessed as material, the

impact was assessed as long term, which is defined as more than

five years. Therefore, these impacts are currently not considered to

impact the conclusions made in our viability statement period.

A third-party company with expertise in TCFD was appointed to

assist with the analysis, and key management across the business

is engaged in the assessments made to date and going forward.

The key findings are summarised in the TCFD statement. While

environmental risk was added to our emerging risks register for the

first time in 2021, this has been addressed through the establishment

of the Sustainability and Public Policy Committee of the Board and

also through regular monitoring by the executive cross-functional

Environment Forum, as well as the Risk & Compliance Committee of

the Board. They are also considered as part of the Risk & Compliance

Committee’s biannual review of risks across the Group. The Board

is committed to continue to assess the situation and the financial

and other implications as quantification becomes possible over the

viability statement period and beyond.

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Viability statement continued

Climate change impact continued

From a viability perspective, in the instances where we cannot yet

quantify the impact under each of the scenarios because of the lack

of data, this is considered in the overall reverse stress test analysis

(see below). Furthermore, we are closely monitoring how the risks

will progress over the next few years, meaning that we are already

trying to mitigate our potential exposure, and at this point in time are

comfortable that any climate change over the viability assessment

period will not impact the conclusions being made in our scenario

analysis below.

Scenario analysis

Two scenarios were applied to the base case as follows:

1. the stress-test scenario: encompass the principal and emerging

risks which were applied to the base case; and

2. the reverse stress-test scenario: to illustrate the Adjusted EBITDA

reduction required that could result in either a liquidity event or

breach of the bond covenant.

Under Scenario 1, the following risks were factored in:

• building a Sustainable Business (risk number 3) being the risk

of delays in launching in US and certain LatAm countries due to

regulation or competition; it was specifically considered because

even though it has been allocated a low likelihood, the impact could

be high; and

• complying with a changing landscape in legal, regulatory, licensing

and tax requirements (risk number 4) by considering the impact of

potential changes in taxes across some of our key markets (such

as Italy).

The impacts applied to this scenario were offset by potential savings

such as reducing capital expenditure. In this scenario, monthly

average decrease in Adjusted EBITDA was 20% over the five-year

period. Despite this, the Group was still able to meet its financial

covenants under its RCF until the point it is repaid, further noting

that the probability of all risks applied happening simultaneously is

considered remote.

Scenario 2 was specifically looked at because should we breach

the covenants under the RCF, the Group would have sufficient

funds to repay the outstanding balance. However, if we were to

breach the interest cover covenant under the bonds, which would

mean the bonds might subsequently be called for repayment, the

Group will not be able to repay without raising further finance. This

scenario indicated that Adjusted EBITDA would need to decrease

on average by 93% over the five-year period at each bank reporting

date for us to breach the covenant, noting that it did not consider

any mitigating actions the Board can take. The probability of this

scenario materialising is therefore considered remote, given the

excellent overall results in 2022 as discussed in the Chief Financial

Officer’s review.

Based on this assessment, the Directors have concluded that there

is a reasonable expectation that the Group will be able to continue

in operation and meet its liabilities as they fall due over the five-year

period to 31 December 2027.

The Strategic Report on pages 2 to 92 was approved by the Board

and signed on its behalf by Mor Weizer and Chris McGinnis.

Mor Weizer Chris McGinnis

Chief Executive Officer Chief Financial Officer

23 March 2023

Playtech plc Annual Report and Financial Statements 2022

Strategic Report

Governance Report

94 Chairman’s introduction to governance

96 Board of Directors

98 Directors’ governance report

106 Audit Committee report

Remuneration Report

111 Statement by the Committee Chairman

115 Summary of Directors’ Remuneration Policy

119 Annual report on remuneration

129 Directors’ report

Governance Report

Playtech plc Annual Report and Financial Statements 2022

Governance Report

Chairman’s introduction to governance

Dear Shareholder

In my capacity as Chairman of the Board, I am pleased to present

theCorporate Governance Report for 2022.

This year, Playtech and our industries have encountered many

challenges. From the war in Ukraine, rising cost of living, economic

downturn, continued impacts of climate change, political polarisation

and lasting impacts of the pandemic on employee working life and

wellbeing, coupled with increased regulatory and disclosure requirements,

have all had a profound effect on how business responds and

manages societal and environmental impacts and opportunities.

The Board continues to evolve to ensure that we have the necessary

skills and strategic leadership in order to continue to successfully

guide the Company. I would like to pass on my gratitude for the

hard work, resilience, enthusiasm and dedication which the

Directors, senior management and all employees demonstrated

throughout 2022.

After five years as Chief Financial Officer (CFO), Andrew Smith

stepped down from the Board in November 2022. Andrew contributed

significantly to Playtech’s strategy and helped guide the business

through a period of substantial transformation. Chis McGinnis was

appointed as CFO and as a Board member in November 2022, having

been previously Deputy CFO and Director of Investor Relations. Since

the start of 2023, we have also welcomed Samy Reeb to the Board as

a Non-executive Director and we are already reaping the benefits of

his broad skillset and extensive experience with global businesses.

One of my highest priorities when joining Playtech was to address the

balance and diversity of the Board. In 2022, we took a number of steps

to review and strengthen our approach to diversity and inclusion. The

Sustainability and Public Policy Committee reviewed and challenged

our overall strategy and performance whilst continuing to engage with

our external shareholder advisory panel on how best to strengthen our

overall approach to accelerate equality and equity in the workplace.

In addition, the Board approved a new Board Diversity Policy, which

codifies our commitment to make diversity a key factor as we review

the recruitment and succession at the Board. While we have made

significant progress, to include engaging recruitment consultants,

towards improving the Board’s gender diversity, there is still more

work to be done and we are actively taking steps towards meeting

ourambition of having a more diverse Board.

Progress driven by

responsibility and

sustainability

“ One of my highest priorities

when joining Playtech was

to address the balance and

diversity of the Board.”

Brian Mattingley

Chairman

Playtech plc Annual Report and Financial Statements 2022

Governance Report

Central to Playtech’s progress and growth has been a track record

of open and constructive dialogue with its shareholders and 2022

has seen the Board continue high levels of engagement to ensure

important progress on corporate governance. We will continue to engage

with our shareholders to ensure that the Company’s interests are aligned

to the interests of all shareholders in the next period of our evolution.

The Board recognises the need to strike a careful balance to ensure

that shareholders and other stakeholders are appropriately protected

by robust processes and procedures, while providing an environment

that fosters an entrepreneurial spirit, thereby allowing our senior

management team and employees to continue to deliver the strategic

and operational progress that we have achieved in recent years.

This balance enables us to clearly focus on the key risks facing

the Group but requires us to be flexible enough to accommodate

changes resulting from developments in our strategy or changes

intheregulatory environment.

Playtech has grown rapidly since its inception and is now a company

with c.7,000 employees in 20 countries. To meet the changing

demands of the Company, the Board has also evolved significantly

in that time and has played an important role in guiding the Company

through its rapid change.

The Board has confidence in the future of the Group and sees

significant growth opportunities ahead. The operational progress

reported in 2022 in new and existing regulated markets, including

the US, is evidence of Playtech’s leadership in regulation and

compliance in the gambling industry, as well as our commercial

capabilities. The Board plays an essential role in upholding the highest

levels of regulation, compliance and responsibility and we continue

to work closely with regulators in various markets to ensure our

compliance with local laws and regulations. The Board continues

to strive to ensure that the Group’s governance structure protects

the sustainability of its businesses and the communities in which

it operates, while maximising shareholder value and treating all

shareholders fairly.

The Board also sets the tone for the Company. The way in which it

conducts itself, its attitude towards sustainability, problem gambling

and diversity and inclusion, its definitions of success and its assessment

of appropriate risk all define the atmosphere within which the executive

team works.

We have set out in the following sections how we seek to manage

theprincipal risks and uncertainties facing the business together

withfurther details on our governance framework, thereby explaining

how our corporate governance practices support our strategy.

The AGM is an important opportunity for the Board to meet with

shareholders, particularly those who may not otherwise have the

chance to engage with the Board and senior management. Our AGM

is scheduled to be held on 24 May 2023. Further details of the meeting

are included in the Notice of Annual General Meeting.

Brian Mattingley

Chairman

23 March 2023

Playtech plc Annual Report and Financial Statements 2022

Governance Report

Board of Directors

Audit Committee

Nominations Committee

Remuneration Committee

Risk Committee

Committee Chair

ESG Committee

Brian Mattingley

Non-executive Chairman

Appointment to the Board

Brian was appointed to the Board

in June 2021.

Career

Brian joined 888 Holdings in 2005

as a Non-executive Director,

before being appointed CEO in

March 2012, and was Non-

executive Chairman from March

2016 until he stepped down in

2021. Prior to 888, Brian was CEO

of Gala Regional Developments,

and held senior roles with Gala

Group, Ritz Bingo, Kingfisher plc

and Dee Corporation plc.

Skills, competences and

experience

Brian brings considerable plc

board experience to the role, as

well as his extensive experience

inthe gambling and leisure

industries.

Board Committees

Mor Weizer

Chief Executive Officer

Appointment to the Board

Mor was appointed as Playtech’s

Chief Executive Officer in May 2007.

Career

Prior to being appointed CEO, Mor

was the Chief Executive Officer of

one of the Group’s subsidiaries,

Techplay Marketing Ltd., which

required him to oversee the

Group’s licensee relationship

management, product

management for new licensees

and the Group’s marketing

activities. Before joining Playtech,

Mor worked for Oracle for over

four years, initially as a

development consultant and then

as a product manager, which

involved creating sales and

consulting channels on behalf of

Oracle Israel and Oracle Europe,

the Middle East and Africa. Earlier

in his career, he worked in a variety

of roles, including as an auditor

and financial consultant for

PricewaterhouseCoopers and

asystem analyst for Tadiran

Electronic Systems Limited, an

Israeli company that designs

electronic warfare systems.

Skills, competences and

experience

Mor is a qualified accountant and

brings a strong set of financial

skills together with considerable

international sales and management

experience in a hi-tech environment

and extensive knowledge of the

online gambling industry.

Chris McGinnis

Chief Financial Officer

Appointment to the Board

Chris was appointed as Playtech’s

Chief Financial Officer and an

Executive Director of the

Company on 28 November 2022,

having joined the Group in 2017.

Career

Chris started his career at Deloitte

in Canada where he qualified as

aChartered Professional

Accountant (CPA). Chris then

worked in Equity Research for

UBS in Canada and Bank of

America Merrill Lynch in the UK.

Prior to being appointed CFO in

2022, Chris was Director of

Investor Relations. Prior to joining

Playtech, Chris was Head of

Corporate Strategy at software

company Temenos. Chris is also a

Chartered Financial Analyst (CFA)

charterholder.

Skills, competences and

experience

Chris is a strategic finance

executive with over twenty years’

experience across finance,

accounting, investor relations,

corporate strategy, M&A and

equity research board

committees.

Ian Penrose

Senior Independent

Non-executive Director

Appointment to the Board

Ian was appointed to the Board

inSeptember 2018.

Career

Ian is currently Non-executive

Director of ASX listed data

encryption, privacy and evaluation

business IXUP Limited, a

Non-executive Director of the

Chicago based streaming

technology business, Phenix Real

Time Solutions Inc., and a

Non-executive Director of

Weatherbys Limited, providing

technology solutions and

administrative functions to the

global horseracing industry

(together with its technology

partnership with the British

Horseracing Authority, Racing

Digital Ltd). Prior to his

appointment, Ian was CEO of

Sportech plc from 2005 to 2017

and served as CEO of Arena

Leisure plc from 2001 to 2005.

Last year, Ian retired as Chairman

of the National Football Museum,

having been a trustee for over

adecade.

Skills, competences and

experience

Ian brings 25 years of leadership

experience in the global gaming,

technology and sporting sectors.

In particular, he has significant

knowledge of the US, Canadian,

Australian and European markets,

having led strategic initiatives in

the regions during this time. Ian

has been licensed by regulators in

several countries and is also a

Chartered Accountant.

Board Committees

Playtech plc Annual Report and Financial Statements 2022

Governance Report

Anna Massion

Non-executive Director

Appointment to the Board

Anna was appointed to the Board

in April 2019.

Career

Anna worked in investment

banking and asset management

for over 15 years and is widely

respected as a global gambling

industry expert. During her time at

PAR Capital Management, Anna

was responsible for idea

generation and portfolio

maintenance. Prior to joining PAR,

Anna held positions at leading

financial institutions including JP

Morgan, Marathon Asset

Management and Hedgeye Risk

Management. Anna is currently a

Non-executive Director of AGS

LLC, BetMakers Technology

Group Ltd, Artemis Strategic

Investment Corporation and

Gaming Realms plc.

Skills, competences and

experience

With Anna’s sector knowledge and

business network, she brings a

strong fiscal and analytical skillset

to the Board.

Board Committees

John Krumins

Non-executive Director

Appointment to the Board

John was appointed to the Board

in April 2019.

Career

John’s significant non-executive

experience includes his current

role, and previously at Hogg

Robinson Group plc and across a

series of private companies in the

IT, technology, med-tech and

related service sectors. In addition,

John is active across education

and currently a Trustee at Big

Education Trust. Prior to this, John

spent over 20 years in investment

banking as a Managing Director at

Morgan Stanley and subsequently

at both Deutsche Bank and

Societe Generale.

Skills, competences and

experience

John holds an MBA from the

Harvard Business School and

combines many years’ experience

in corporate finance, technology

and complex project management

together with prior plc board

experience and noteworthy

regulatory experience from his

previous role as a panel member of

the UK’s Competition and Markets

Authority from 2013 to 2018.

Board Committees

Linda Marston-Weston

Non-executive Director

Appointment to the Board

Linda was appointed to the Board

in October 2021.

Career

Formerly a senior tax partner at

EY, Linda was a member of the EY

Midlands Board and Head of Tax

EY Midlands. Linda is passionate

about Diversity & Inclusion and

spent five years as EY’s Midlands

People partner, leading the

agenda across people matters.

She established a cross business

female mentoring network for the

Midlands region and set up and

continues to lead a female

entrepreneur’s network. Linda is

currently a Transaction Tax

partner and Head of Tax for the

Midlands at Cooper Parry.

Skills, competences and

experience

Linda is a Fellow of the Institute of

Chartered Accountants and brings

more than 30 years’ experience of

working with UK and Global

businesses and across corporate

finance, strategy, tax, culture and

leadership.

Board Committees

Samy Reeb

Non-executive Director

Appointment to the Board

Samy was appointed to the Board

in January 2023.

Career

Samy brings extensive experience

of working with global businesses

largely across wealth and tax

advisory. He began his career in

tax advisory at Ernst & Young and

tax management at Credit Suisse,

before focusing on wealth

advisory as an Executive Director

at Julius Baer, and subsequently

joining 1291 Group as Managing

Partner. Over the years, Samy

developed a leading franchise

advising on the financial affairs of

many Asia-based ultra-high net

worth clients.

Skills, competences and

experience

Samy’s broad skillset and

extensive knowledge of Asia

provides additional depth and

experience to the Board.

NOTE

Andrew Smith stepped down from his role as Chief Financial Officer and as an Executive Director on 28 November 2022.

Playtech plc Annual Report and Financial Statements 2022

Governance Report

Directors’ governance report

Introduction

Responsibility for corporate governance lies with the Board, which is

committed to maintaining high standards of corporate governance.

The report which follows explains our most important governance

processes and how they support the Group’s business. In particular,

we have applied the principles of good governance advocated by the

UK Corporate Governance Code 2018 (the “Code”) as published on

16 July 2018. The Code applied to Playtech throughout the financial

year ended 31 December 2022. A copy of the Code is available at

www.frc.org.uk. The Code places an emphasis on directors and

the companies they lead needing to build and maintain successful

relationships with a wide range of stakeholders. It also notes the

importance of a company establishing a culture that promotes

integrity and openness, values diversity and is responsive to the

viewsof shareholders and wider stakeholders.

UK Corporate Governance Code

The Code is applicable to all companies with a premium listing,

whether incorporated in the UK or elsewhere. The Code applies to

allaccounting periods beginning on or after 1 January 2019.

Section 1: Board leadership and company purpose

A successful company is led by an effective and entrepreneurial

board, whose role is to promote the long-term sustainable success

ofthe company, generating value for shareholders and contributing

towider society. See pages 96 and 97.

The Board should establish the Company’s purpose, values and

strategy, and satisfy itself that these and its culture are aligned. All

Directors must act with integrity and promote the desired culture.

Please refer to our Strategic Report as set out on pages 2 to 92.

The Board should ensure that the necessary resources are in place

for the Company to meet its objectives and measure performance

against them. The Board should establish a framework of prudent and

effective controls, which enable risk to be assessed and managed.

Details of our principal risks are set out in our Strategic Report on

pages 85 to 90.

In order for the Company to meet its responsibilities to shareholders

and stakeholders, the Board should ensure effective engagement

with, and encourage participation from, these parties. Please refer

todetails of our relationships with stakeholders on pages 43 to 45.

The Board should ensure that workforce policies and practices are

consistent with the Company’s values and support its long-term

sustainable success. The workforce should be able to raise any

matters of concern. Our Strategic Report on pages 2 to 92 gives detail

of our values and how we integrate these into our corporate culture

which, in turn, leads to engagement with the wider workforce.

Section 2: Division of responsibilities

The Chair leads the Board and is responsible for its overall

effectiveness in directing the Company. The Directors should

demonstrate objective judgement throughout their tenure and

promote a culture of openness and debate. In addition, the Chair

facilitates constructive Board relations and the effective contribution

of all Non-executive Directors, and ensures that Directors receive

accurate, timely and clear information. See pages 99 to 105.

The Board should include an appropriate combination of Executive

and Non-executive (and, in particular, Independent Non-executive)

Directors, such that no one individual or small group of individuals

dominates the Board’s decision making. There should be a clear

division of responsibilities between the leadership of the Board and

the executive leadership of the Company’s business. See pages

99 to 105.

Non-executive Directors should have sufficient time to meet their

Board responsibilities. They should provide constructive challenge

and strategic guidance, offer specialist advice and hold management

to account. See pages 99 to 105.

The Board, supported by the secretary, should ensure that it has the

policies, processes, information, time and resources it needs in order

to function effectively and efficiently. See pages 99 to 105.

Section 3: Composition, succession and evaluation

Appointments to the Board should be subject to a formal rigorous and

transparent procedure, and an effective succession plan should be

maintained for the Board and senior management. Both appointments

and succession plans should be based on merit and objective criteria

and, within this context, should promote diversity of gender, social and

ethnic backgrounds, and cognitive and personal strengths. See pages

99 to 105.

The Board and its committees should have a combination of skills,

experience and knowledge. Consideration should be given to the

length of service of the Board as a whole and membership regularly

refreshed. See pages 99 to 105.

Annual evaluation of the Board should consider its composition and

diversity and how effectively members work together to achieve

objectives. Individual evaluation should demonstrate whether each

Director continues to contribute effectively. See page 104.

Section 4: Audit, risk and internal control

The Board should establish formal and transparent policies and procedures

to ensure the independence and effectiveness of internal and external

audit functions and satisfy itself as to the integrity of financial and

narrative statements. See pages 99 to 105.

The Board should present a fair, balanced and understandable

assessment of the Company’s position and prospects. Our Strategic

Report is on pages 2 to 92.

The Board should establish procedures to manage risk, oversee the

internal control framework, and determine the nature and extent of

the principal risks the Company is willing to take in order to achieve

its long-term strategic objectives. Details of our principal risks are set

out on pages 85 to 90. In addition, our Risk & Compliance Committee

Report is set out on page 102.

Section 5: Remuneration

Remuneration policies and practices should be designed to support

strategy and promote long-term sustainable success. Executive

remuneration should be aligned to Company purpose and values

andbe clearly linked to the successful delivery of the Company’s

long-termstrategy.

A formal and transparent procedure for developing policy on executive

remuneration and determining Director and senior management

remuneration should be established. No Director should be involved

indeciding their own remuneration outcome.

Directors should exercise independent judgement and discretion

when authorising remuneration outcomes, taking account of

Companyand individual performance, and wider circumstances.

Details of our Remuneration Policy and how it is applied are set out

inthe Governance section on pages 111 to 128.

Compliance statement

We continued to make improvements during the year both to our

Board structure and our governance procedures in accordance with

the provisions of the Code. In accordance with provision 38 of the

Code, and in keeping with our Remuneration Policy as approved by

shareholders at our Annual General Meeting held in May 2021, we

reached a position in January 2023 whereby pension contributions to

our Executive Directors are aligned with pension contribution to our

wider workforce. I am pleased to be able to report that it is the view of

the Board that the Company is now fully compliant with the principles

of the Code.

Playtech plc Annual Report and Financial Statements 2022

Governance Report

Following the results on our AGM held in June 2022, the Board noted

in its announcement dated 30 June 2022 that certain resolutions

were passed with the necessary majority but received less than

80% of votes in favour. These resolutions were in respect of the

Remuneration Report and disapplication of pre-emption rights. We

explained at that time that we aspire to high levels of shareholder and

stakeholder engagement and would consult with those shareholders

who voted against these resolutions to understand their specific

concerns. Since the AGM, we have held regular discussions with

our shareholders to hear their views and better understand their

concerns. Our Sustainability and Public Policy Committee continues

to steer Playtech towards stronger governance around sustainability.

A statement setting out our response to the voting figures from last

year’s AGM was uploaded to the Investment Association portal.

In accordance with the principles of the Code, we are focused on

engaging with our workforce. Full details of how we engage with

our employees are set out in our Strategic Report, Stakeholder

Engagement on pages 43 to 45. In addition, our Chief Operating

Officer and our Head of Human Resources engage with the Board

on strategic and operational issues affecting and of interest to our

workforce. These issues include remuneration, talent pipeline,

wellbeing and diversity and inclusion. The Chief Operating Officer is a

standing attendee at Board meetings. We believe that these methods

of engagement with our workforce are extensive and very effective

and meet the requirements of the Code. During the year, the Board

continued with a review of our current arrangements with a view to

enhancing its engagement with the workforce including arrangements

to appoint a Non-executive Director for workforce engagement at

Board level.

We announced on 21 February 2022 that the Board was notified

by our Chief Executive Officer, Mor Weizer, that he wished to

explore participating in the investor group formed and advised by

TTB Partners Limited (TTB) in considering a possible offer for the

Company. The Board formed an Independent Committee consisting

of the Playtech Directors excluding Mor Weizer to consider all matters

relating to any possible offer from TTB and any other M&A proposals

received by the Company. The Independent Committee was

especially mindful of its obligations to Playtech stakeholders and the

requirements of the Code. On 14 July 2022, TTB advised that it did not

intend to make an offer for the Company due to challenging underlying

market conditions.

Ian Penrose was appointed as Chair of the Remuneration Committee

on 1 November 2018, having been appointed as a member of the

Committee on 1 September 2018. Notwithstanding that he had not

been a member of the Committee for at least 12 months prior to his

appointment as Chair, his extensive experience in the plc environment

made him the most appropriate person for the role. Ian has now served

as Chair for over 4 years.

The Company’s auditor, BDO LLP, is required to review whether the

above statement reflects the Company’s compliance with the Code

by the Listing Rules of the Financial Conduct Authority and to report

if it does not reflect such compliance. No such negative report has

been made.

The Board is accountable to the Company’s shareholders for good

governance and the statements set out in this report describe how the

Group applies the principles identified in the Code.

The Board

Composition

As at 31 December 2022, the Board comprised the Non-executive

Chairman, the Chief Executive Officer, the Chief Financial Officer,

and four independent Non-executive Directors. The list of Directors

holding office during the year to 31 December 2022 and their

responsibilities are set out on pages 96 and 97.

With the exception of Andrew Smith, who stepped down in November

2022 and Chris McGinnis, who was appointed in November 2022 the

Directors served throughout the financial year.

Samy Reeb was appointed as a Non-executive Director in January 2023.

The Non-executive Directors are all considered by the Board to be

independent of management and free of any relationship which could

materially interfere with the exercise of their independent judgement,

as explained above.

The Company Secretary acts as secretary to the Board and its

Committees and his appointment and removal is a matter for the

Board as a whole. The Company Secretary is a member of the Group’s

management team and all the Directors have access to his advice and

services.

Director’s name Title

Brian Mattingley

Non-executive Chairman

Mor Weizer

Executive Director, Chief

Executive Officer

Chris McGinnis

Executive Director, Chief Financial Officer

(Appointed 28 November 2022)

Ian Penrose

Non-executive Director – Senior

Independent Director

Anna Massion

Non-executive Director

John Krumins

Non-executive Director

Linda Marston-Weston

Non-executive Director

Samy Reeb

Non-executive Director (from

4January 2023)

Andrew Smith

Executive Director, Chief Financial

Officer (from 1 January 2022 to

28November 2022)

Board operation

The roles of the Chairman (Brian Mattingley) and the Chief Executive

Officer (Mor Weizer) are separated and clearly defined and their

respective responsibilities are summarised below.

Chairman

• Overall effectiveness of the running of the Board

• Ensuring the Board is an integral part in the development

anddetermination of the Group’s strategic objectives

• Keeping the other Directors informed of shareholders’ attitudes

towards the Company

• Safeguarding the good reputation of the Company and

representing it both externally and internally

• Acting as the guardian of the Board’s decision-making processes

• Promoting the highest standards of integrity, probity and corporate

governance throughout the Company and particularly at

Board level

Playtech plc Annual Report and Financial Statements 2022

Governance Report

Directors’ governance report continued

The Board continued

Board operation continued

Chief Executive Officer

• Executive leadership of the Company’s business on a

day-to-day basis

• Developing the overall commercial objectives of the Group and

proposing and developing the strategy of the Group in conjunction

with the Board as a whole

• Responsibility, together with his senior management team, for

the execution of the Group’s strategy and implementation of

Boarddecisions

• Recommendations on senior appointments and development of

themanagement team

• Ensuring that the affairs of the Group are conducted with the

highest standards of integrity, probity and corporate governance

How the Board functions

In accordance with the Code, the Board is collectively responsible

for the long-term success of the Company. The Board provides

entrepreneurial leadership for the Company within a framework

of prudent and effective controls that enable risk to be assessed

and managed.

The Board sets the Company’s strategic aims and ensures that

the necessary resources are in place for the Company to meet its

objectives and reviews management performance.

The Board meets regularly and frequently, with 13 meetings scheduled

and held in 2022, of which two were held remotely. In addition, the

Board held several informal calls throughout the year.

During the year, the Chairman met the other Non-executive Directors

both in person and remotely, in the absence of the Executive Directors, to re-

confirm and take account of their views. All Non-executive Directors

have sufficient time to fulfil their commitments to the Company.

In addition to receiving reports from the Board’s Committees,

reviewing the financial and operational performance of the Group

and receiving regular reports on M&A, legal, regulatory and investor

relations matters at the Board meetings, the other key matters

considered by the Board during 2022 are set out in the table to the left.

Directors are provided with comprehensive background information

for each meeting and all Directors were available to participate fully

and on an informed basis in Board decisions. In addition, certain

members of the senior management team including the Chief

Operating Officer, the General Counsel, the Head of Regulatory

and Compliance, the Director of Investor Relations and the Director

of Corporate Affairs are invited to attend the whole or parts of the

meetings to deliver their reports on the business. Any specific actions

arising during meetings are agreed by the Board and a comprehensive

follow-up procedure ensures their completion.

Details of the attendance of the Directors at meetings of the Board

andits Committees are set out in the table on page 101.

Matters considered by the Board in 2022

Month Material matters considered

January

• Review of Holland Casino and Caliente

• Review of LATAM business

• Aristocrat Offer

• Ukraine

February

• Finalto Sale

• Aristocrat Offer

• Review of LATAM business

• Review of Tax Strategy

• Ukraine

March

• Report from the Audit Committee

• Financial statements for 31 December 2021

• Preliminary announcement

• TTB Offer

• Ukraine

April

• TTB Offer

• Trading Up date

• Finalto Sale

• Ukraine

May

• Bond Renewal

• Ukraine

• Review of LATAM Business

• Finalto Sale

June

• Prepare for AGM

• Review of Five-year Plan

• Review of Long Term Incentive Plan

• Review of RCF

August

• Review of LATAM Business

• Update on Interim Review

• Update on Bond Renewal

• Review of Asian Business

• Investor Relations Update

September

• Report from the Audit Committee

• Interim Results & Presentation

• Update from Management Meeting

October

• M&A Update

• Investor Relations Update

• RCF Update

November

• Review of Snaitech Business

• Budget 2023

• New Projects

December

• Budget 2023

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Responsibility and delegation

The Chairman is primarily responsible for the efficient functioning of

the Board. He ensures that all Directors receive sufficient relevant

information on financial, operational and corporate issues prior to

meetings. The Chief Executive Officer’s responsibilities focus on

co-ordinating the Group’s business and implementing Group strategy.

Regular interaction between the Chairman and Chief Executive Officer

between meetings ensures the Board remains fully informed of

developments in the business at all times.

There remains in place a formal schedule of matters specifically

reserved for Board consideration and approval, which includes the

matters set out below:

• approval of the Group’s long-term objectives and commercial strategy;

• approval of the annual operating and capital expenditure budgets

and any changes to them;

• consideration of major investments or capital projects;

• the extension of the Group’s activities into any new business or

geographic areas, or to cease any material operations;

• changes in the Company’s capital structure or management and

control structure;

• approval of the Annual Report and Accounts, preliminary and half-yearly

financial statements and announcements regarding dividends;

• approval of treasury policies, including foreign currency exposures

and use of financial derivatives;

• ensuring the maintenance of a sound system of internal control and

risk management;

• entering into agreements that are not in the ordinary course of

business or material strategically or by reason of their size;

• changes to the size, composition or structure of the Board and its

Committees; and

• corporate governance matters.

In addition, the Board has adopted a formal delegation of authorities

memorandum which sets out levels of authority for employees in

thebusiness.

The Board has delegated certain of its responsibilities to a number

of Committees of the Board to assist in the discharge of its duties.

The principal Committees currently are the Audit Committee, the

Remuneration Committee, the Risk & Compliance Committee, the

Nominations Committee and the Sustainability and Public Policy

Committee (the “ESG Committee”). The minutes of each of these

Committees are circulated to and reviewed by their members. The

Company Secretary is secretary to each of these Committees. The

terms of reference for each of the Committees are available to view

onthe Company’s website www.playtech.com.

Audit Committee

The Audit Committee’s key objectives are the provision of effective

governance over the appropriateness of the Group’s financial

reporting, including the adequacy of related disclosures, the

performance of both the internal and external audit function, and the

management of the Group’s systems of internal control, business risks

and related compliance activities.

The Audit Committee’s Report is set out on pages 106 to 110 and

details the Audit Committee’s membership, activities during the

year, significant issues that it considered in relation to the financial

statements and how those issues were addressed. The report

also contains an explanation of how the Committee assessed the

effectiveness of the external audit process and the approach taken in

relation to the appointment or reappointment of the external auditor.

The Audit Committee comprises John Krumins (Chairman), Ian

Penrose and Linda Marston-Weston.

Remuneration Committee

The Remuneration Committee is responsible for making

recommendations to the Board on the Remuneration Policy for

theChairman, Executive Directors and senior management.

The Directors’ Remuneration Report is set out on pages 119 to 128

and contains details of the Remuneration Committee’s membership,

activities during the year and the policy on remuneration. The

Chairman of the Remuneration Committee attends the Annual

General Meeting to respond to any questions that shareholders might

raise on the Remuneration Committee’s activities.

The Remuneration Committee comprises Ian Penrose (Chairman),

Anna Massion and Linda Marston-Weston.

Number of meetings Board Audit Remuneration Nominations Risk ESG

Brian Mattingley

13 of 13 — — 1 of 1 — —

Mor Weizer

13 of 13 — — — — —

Chris McGinnis

3 of 3 — — — — —

Ian Penrose

13 of 13 6 of 6 5 of 5 — 4 of 4 6 of 6

Anna Massion

13 of 13 — 5 of 5 1 of 1 4 of 4 —

John Krumins

13 of 13 6 of 6 — 1 of 1 4 of 4 6 of 6

Linda Marston-Weston

13 of 13 6 of 6 5 of 5 — — 6 of 6

Andrew Smith

10 of 10 — — — — —

1 Chris McGinnis was appointed on 28 November 2022.

2 Andrew Smith resigned on 28 November 2022.

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Directors’ governance report continued

Risk & Compliance Committee

Under the Code, the Board is responsible for determining the nature

and extent of the significant risks it is willing to accept in achieving

its long-term strategic objectives. Through its role in monitoring the

ongoing risks across the business, to include the Group risk register,

the Committee advises the Board on current and future risk strategies.

The Risk & Compliance Committee is chaired by Anna Massion. The

other members of the Committee are John Krumins (Non-executive

Director) and Ian Penrose (Senior Independent Non-executive Director).

Ian Ince (Chief Compliance Officer), Alex Latner (General Counsel),

Steffen Latussek (Chief Privacy Officer) and Robert Penfold (Head of

Internal Audit) attend the Committee. The Company Secretary, Brian

Moore, is secretary to the Committee.

The Committee works closely with the Audit Committee in carrying

out its responsibilities and the Chairman of the Audit Committee, John

Krumins, is also a member of the Committee.

In addition, PwC LLP, in its capacity as provider of co-sourced internal

audit services, and members of the Group’s senior management

including the Chief Security Officer, Chief Executive Officer, Chief

Financial Officer, Chief Operating Officer, Head of Internal Audit and

Data Protection Officer may be invited to attend meetings to present

matters or for the Committee to have the benefit of their experience.

The primary responsibilities delegated to, and discharged by, the

Committee include:

• reviewing management’s identification and mitigation of key risks

tothe achievement of the Company’s objectives;

• monitoring of incidents and remedial activity;

• agreeing and monitoring the risk assessment programme including

changes to the regulation of online gambling and the assessment

oflicensees’ suitability;

• agreeing on behalf of the Board and continually reviewing a risk

management strategy and relevant policies for the Group, including

the employee code of conduct, anti-bribery policy, anti-money

laundering policy, anti-slavery policy, safer gambling and wider

social responsibility issues;

• satisfying itself and reporting to the Board that the structures,

processes and responsibilities for identifying and managing risks

are adequate; and

• monitoring ongoing compliance with the conditions of the

regulatory licences held by the Group.

The Risk & Compliance Committee met formally four times during the

year, and a summary of the key matters considered by the Committee

during 2022 are set out below:

• monitoring the regulatory position in a number of jurisdictions

including those which are of relative importance to the Group

financially and those where changes may represent a risk and/or

opportunity for the Group;

• considering the costs and regulatory requirements for the Group

toseek relevant licences in newly regulating markets;

• consideration of applications by or on behalf of the Group for

licences in existing or newly regulated markets;

• monitoring developments in relation to changes in the regulatory

regimes in all jurisdictions in which the Group operates and

receiving reports in relation to the likely impact on the Group

andtheneed for entities within the Group to apply for licences;

• consideration of the overall effectiveness of the compliance

strategy and the regulatory risks to the Group’s operations

and revenues;

• receiving and considering reports on discussions with,

andtheresults of, audits by regulators;

• monitoring compliance with regulatory licences held in all jurisdictions

and adapting procedures, products and technology as appropriate;

• consideration of the key risks associated with Snaitech;

• consideration of the key risks associated with our B2C business;

• monitoring the GDPR programme across the Group and reviewing

this programme, as appropriate;

• working with Internal Audit and IT Security; and

• implementing compliance training for Board members and

seniormanagement.

The Committee has been kept informed of any changes to the

regulatory position in any significant jurisdiction where the Group,

through its licensees and Financials division, may be exposed and

updated on progress in relation to agreed action items on a regular

basis. The Committee can also convene meetings on a more frequent

basis or as or when matters arise, if it is determined that enhanced

monitoring of a specific risk is warranted.

A table setting out the principal significant risks identified by the Group

(including with the oversight and input of the Risk & Compliance

Committee) and the mitigating actions that have been undertaken by

the Group in relation to these is set out on pages 85 to 90 of this report.

Nominations Committee

The Board is required by the Code to establish a Nominations Committee

which should lead the process for Board appointments, ensure

plans are in place for orderly succession to both Board and senior

management positions and oversee the development of a diverse

pipeline for succession. A majority of members of the Nominations

Committee should be independent Non-executive Directors. The

Nominations Committee’s key objective is to ensure that there shall

be a rigorous and transparent process for the appointment and

removal of Directors from the Board, the Committees and other senior

management roles, to ensure that these roles are filled by individuals

with the necessary skills, knowledge and experience to ensure that

they are effective in discharging their responsibilities.

The Nominations Committee comprises Brian Mattingley (Chairman),

Anna Massion and John Krumins.

The Nominations Committee reviews the structure, size and composition

of the Board and its Committees and makes recommendations with

regard to any changes considered necessary in the identification and

nomination of new Directors, the reappointment of existing Directors

and the appointment of members to the Board’s Committees. It also

assesses the roles of the existing Directors in office to ensure that

there continues to be a balanced Board in terms of skills, knowledge,

experience and diversity. The Nominations Committee reviews

the senior leadership needs of the Group to enable it to compete

effectively in the marketplace. The Nominations Committee

also advises the Board on succession planning for Executive

Director appointments although the Board itself is responsible

forsuccessiongenerally.

The Nominations Committee believes that appointments should

be based on merit, compared against objective criteria, with the

ultimate aim of ensuring the Board has the right skills, knowledge and

experience that enable it to discharge its responsibilities properly.

Diversity and inclusion are part of our corporate culture and we have

set ourselves objectives around improving the gender balance at

Board, executive and senior management levels. We recognise that

it will take time to make meaningful progress but, with increasing

commitment in this area, we will pursue diversity and inclusion

objectives as set out in our Strategic Report on pages 2 to 92.

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The Nominations Committee meets on an as-needed basis. One

formal meeting was held in 2022. Matters considered at this meeting

included the consideration of candidates for appointment as a Non-

executive Director. This led to the appointment of Samy Reeb with

effect from January 2023.

Sustainability and Public Policy Committee

The Committee is chaired by Linda Marston-Weston and the other

Committee members are Ian Penrose and John Krumins. In addition,

we established a Stakeholder Advisory Panel to inform and challenge

our thinking and inform our approach to sustainability as well as

future actions on safer gambling and diversity, equity and inclusion,

as well as climate change. The Stakeholder Advisory Panel has

played an instrumental role in accelerating Playtech’s journey towards

sustainability into its business strategy and culture.

We have undergone an extensive exercise to better understand how

climate change could pose risks and opportunities for the Company in

the short and long term. This exercise has been critical to help inform

Playtech’s climate action plan and will play a crucial role in meeting the

Company’s targets relating to emissions reduction in its operations

and value chain.

We have also refreshed our approach to promoting diversity, equity

and inclusion across our leadership and workforce. Playtech

continues to operate in numerous countries, each with their own

distinct cultures. Our aim continues to focus on each individual and

celebrate the difference and cultural diversity of our workforce.

We will continue to report against our targets going forward.

Disclosure Committee

The Disclosure Committee ensures accuracy and timeliness of

public announcements of the Company and monitors the Company’s

obligations under the Listing Rules and Disclosure Guidance and

Transparency Rules of the FCA. Meetings are held as required. At

the date of this report the Disclosure Committee comprises John

Krumins (Chairman of the Audit Committee), Chris McGinnis (Chief

Financial Officer), Alex Latner (General Counsel) and Brian Moore

(CompanySecretary).

Management Committee

The senior management committee is the key management

committee for the Group. The standing members of the Committee

are Mor Weizer (Chief Executive Officer), Chris McGinnis (Chief

Financial Officer), Shimon Akad (Chief Operating Officer), Uri Levy

(VP Business Development), Alex Latner (General Counsel), Ian Ince

(Chief Compliance Officer), Sharon Kafman-Raz (VP Finance), Kam

Sanghera (Head of Tax), Karen Zammit (Head of Global HR), Lauren

Iannarone (Chief Sustainability & Corporate Affairs Officer) and Brian

Moore (Company Secretary). Other members of senior management

are invited to the Committee as and when required. The Committee

considers and discusses plans and recommendations coming from

the operational side of the business and from the various product

verticals, in light of the Group’s strategy and capital expenditure and

investment budgets, including the implications of those plans (in areas

such as resources, budget, legal and compliance). The Committee

either approves the plans or as necessary refers the proposal for

formal Board review and approval in accordance with the Company’s

formal matters reserved for the Board.

Board tenure

In accordance with the Company’s articles of association, every new

Director appointed in the year is required to stand for re-election by

shareholders at the Annual General Meeting (AGM) following their

appointment. Also, under the articles of association, at each AGM

one-third of the Directors (excluding any Director who has been

appointed by the Board since the previous AGM) or, if their number is

not an integral multiple of three, the number nearest to one-third but

not exceeding one-third, shall retire from office (but so that if there are

fewer than three Directors who are subject to retirement by rotation

under the articles one shall retire).

Notwithstanding the provisions of the articles of association, the

Board has decided to comply with the Code requirements that

Directors submit themselves for re-election annually. Therefore, all

Directors are seeking their reappointment at this year’s AGM.

The Board has collectively agreed that the Directors proposed for

re-election at this year’s AGM have made significant contributions

to the business since their last re-election and each has a key role to

play in the formulation of the Group’s future strategy and its long-term

sustainable success.

In certain circumstances, Directors are entitled to seek independent

professional advice under an agreed Board procedure, which would

then be organised by the Company Secretary, and in this regard the

Company would meet their reasonable legal expenses.

Service contracts and exit payments

Executive Directors

Set out in the table below are the key terms of the Executive Directors’

terms and conditions of employment.

A bonus is not ordinarily payable unless the individual is employed and

not under notice on the payment date. However, the Remuneration

Committee may exercise its discretion to award a bonus payment

pro-rata for the notice period served in active employment (and not on

gardening leave).

The LTIP rules provide that other than in certain “good leaver”

circumstances awards lapse on cessation of employment. Where an

individual is a “good leaver” the award would vest on the normal vesting

date (or cessation of employment in the event of death) following the

application of performance targets and a pro-rata reduction to take

account of the proportion of the vesting period that has elapsed. The

Committee has discretion to partly or completely disapply pro-rating

orto permit awards to vest on cessation of employment.

Provision Detail

Remuneration

Salary, bonus, LTIP, benefits and pension

entitlements in line with the above Directors’

Remuneration Policy table

Change of

control

No special contractual provisions apply in the

event of a change of control

Notice period

12 months’ notice from the Company or employee

for the CEO and the CFO

• CEO contract signed on 1 January 2013

• CFO contract signed on 28 November 2022

Termination

payment

The Company may make a payment in lieu of

notice equal to basic salary plus benefits for the

period of notice served subject to mitigation and

phase payments where appropriate

Restrictive

covenants

During employment and for 12 months thereafter

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Directors’ governance report continued

Service contracts and exit payments continued

Non-executive Directors

The Non-executive Directors each have specific letters of

appointment, rather than service contracts. Their remuneration

is determined by the Board within limits set by the articles of

association and is set taking into account market data as obtained

from independent Non-executive Director fee surveys and their

responsibilities. Non-executive Directors are appointed for an initial

term of three years and, under normal circumstances, would be

expected to serve for additional three-year terms, up to a maximum

ofnine years, subject to satisfactory performance and re-election

atthe Annual General Meeting as required.

The table below is a summary of the key terms of the letters of

appointment for the Non-executive Directors.

The letters of appointment of the Non-executive Directors are available

for inspection at the Company’s registered office and will be available

before and after the forthcoming AGM.

Balance of the Board

The Board comprises individuals with wide business experience

gained in various industry sectors related to the Group’s current

business. It is the intention of the Board to ensure that the balance

ofthe Directors reflects the changing needs of the business.

The Board considers that it is of a size and has the balance of skills,

knowledge, experience and independence that is appropriate for the

Group’s current business. While not having a specific policy regarding

the constitution and balance of the Board, potential new Directors are

considered on their own merits with regard to their skills, knowledge,

experience and credentials.

The Non-executive Directors continue to contribute their considerable

collective experience and wide-ranging skills to the Board and provide

a valuable independent perspective, where necessary constructively

challenging proposals, policy and practices of Executive Management.

In addition, they help formulate the Group’s strategy.

Name Date Term Termination

Brian Mattingley

1 June 2021 Until third AGM after appointment 180 days’ notice on either side or if not re-

elected or commits gross misconduct

Linda Marston-Weston

1 October 2021 Until third AGM after appointment unless

not re-elected

90 days’ notice on either side or if not

re-elected, disqualification or commits

grossmisconduct

Ian Penrose

1 September 2018

Until third AGM after appointment unless

not re-elected

Anna Massion

2 April 2019 Until third AGM after appointment unless

not re-elected

John Krumins

2 April 2019 Until third AGM after appointment unless

not re-elected

Samy Reeb

4 January 2023 Until third AGM after appointment unless

not re-elected

Evaluation

The Board is committed to an ongoing formal and rigorous evaluation

process of itself and its Committees to assess their performance and

identify areas in which their effectiveness, policies and processes

might be enhanced. Brian Mattingley, in discussion with the Senior

Non-executive Director, undertook a review of the performance of

individual Directors. Ian Penrose, as Senior Non-executive Director,

considered the performance of Brian Mattingley, taking into account

the views of the Executive Directors. There were no material areas of

concern highlighted and the main outcome of the evaluation this year

was to shape and define the Board’s objectives for the coming year,

continuing the focus on Group strategy and ensuring the structures,

capabilities and reporting are in place to achieve the Board’s goals.

As stated in last year’s Annual Report, the Board was required to carry

out a full external review in 2021, This review commenced in late 2021

and continued into 2022. This review is facilitated by Independent

Audit Limited. Independent Audit Limited has no other connection

to the Company or any individual Director and is considered by the

Board to be independent.

This review involved detailed questionnaires, individual interviews

with Directors and members of senior management and attendance

at Board and Committee meetings. The process was overseen by the

Company Secretary. In addition, the Company Secretary is the person

responsible for providing access and support for Independent Audit

Limited. The review has been finalised and is with the Chairman. The

Board members will discuss the findings and continue to adopt and

implement plans to further develop the effectiveness of the Board

during 2023.

Newly appointed Directors can expect a detailed and systematic

induction on joining the Board. They meet various members of senior

management and familiarise themselves with all core aspects of the

Group’s operations. On request, meetings can be arranged with major

shareholders. Members of senior management are invited to attend

Board meetings from time to time to present on specific areas of the

Group’s business.

Relationship with stakeholders

Primary responsibility for effective communication with shareholders

lies with the Chairman, but all the Company’s Directors are available

to meet with shareholders throughout the year. Brian Mattingley,

Mor Weizer, Andrew Smith, Chris McGinnis and Ian Penrose met

with a number of shareholders to discuss the Company’s business

and remuneration strategies throughout the year. The Executive

Directors prepare a general presentation for analysts and institutional

shareholders following the interim and full-year announcements.

Details of these presentations together with the Group’s financial

statements and other announcements can be found on the investor

relations section of the Company’s website. Further presentations are

also prepared following significant acquisitions. Regular meetings with

shareholders and potential shareholders are also held by the Director

of Investor Relations and at times in conjunction with either the Chief

Executive Officer or the Chief Financial Officer.

The Company endeavours to answer all queries raised by

shareholders promptly.

Shareholders are encouraged to participate in the Company’s AGM

and the 2023 AGM will take place on 24 May 2023.

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Playtech regularly engages with a wide range of stakeholders

throughout the year with the objective of understanding current

and evolving issues of interest, engaging constructively with our

stakeholders, and ensuring that the Company takes stakeholder

perspectives into account when taking short and long-term decisions.

The Board uses several mechanisms and fora to achieve this including:

• direct engagement with stakeholders – including investor

roadshows and regulatory meetings;

• regular Board updates from key functional leaders responsible

for engaging with key external stakeholders including the Chief

Operations Officer (COO), Investor Relations, Data Protection,

Corporate Affairs and Regulatory and Compliance;

• relevant functional reports and updates to the Remuneration,

Auditand Risk & Compliance Board Committees;

• regular Board updates from the COO and HR on employee issues;

• briefings with functional leaders about emerging and/or live

stakeholder issues;

• briefings on issues raised through the Speak Up/Whistleblowing

hotline; and

• direct participation of the Risk & Compliance Committee Chair in

the Company’s Global Community Investment Committee.

The Director of Investor Relations & Strategic Analysis, Chief

Operating Officer and Chief Compliance Officer are standing

attendees at Board meetings and regularly update the Board on

investor, regulatory, policy, employee and commercial stakeholder

views and perspectives.

In addition, the Risk & Compliance Committee of the Board is

specifically tasked with reviewing and considering developments on

wider social responsibility issues and expectations along with evolving

political, regulatory and compliance developments.

With respect to employee engagement, the Board engages with

the COO and Global Head of Human Resources on strategic and

operational issues affecting and of interest to the workforce, including

remuneration, talent pipeline and diversity and inclusion. The COO is

a standing attendee at the Board meetings. In addition, the Company

has established a Speak Up hotline, which enables employees to

raise concerns confidentially and independently of management.

Any concerns raised are reported to the General Counsel and

Chief Compliance Officer for discussion and consideration by the

Risk Committee. The Board considers the current mechanisms

appropriate for understanding and factoring in stakeholder concerns

into plc level decision making. However, the Board will assess whether

additional mechanisms can strengthen its understanding of and

engagement with stakeholder concerns in the future.

During 2022, the Board discussed, reviewed and engaged on a

number of stakeholder issues. The material stakeholder topics

discussed by the Board in 2022 included executive compensation

and pay, corporate governance, diversity and inclusion, the gender

pay gap, regulatory and compliance developments, safer gambling,

data protection, the environment, sustainability, anti-money

laundering and anti-bribery and corruption, human rights and modern

slavery, responsible supply chain and procurement and commercial

developments with B2B licensees and third parties.

In 2022, the Board considered the engagement and understanding

ofstakeholder interests and perspectives through the implementation

of the following:

• new and updated policies covering the Compliance Procurement

Policy, human rights and the modern slavery statement;

• approval of Speak Up Policy;

• approval of Environmental Policy;

• approval of Business Ethics Policy; and

• monitoring developments on the Human Resources function

andstrategy.

Investor relations and communications

The Company has well-established investor relations (IR) processes,

which support a structured programme of communications with

existing and potential investors and analysts. Executive Directors and

members of the IR team participated in a number of investor events,

attending industry conferences, and regularly meet or are in contact

with existing and potential institutional investors from around the

world, ensuring that Group performance and strategy are effectively

communicated, within regulatory constraints. Other representatives

of the Board and senior management meet with investors from time to

time. The Director of Investor Relations & Strategic Analysis provides

regular reports to the Board on related matters, issues of concern to

investors, and analysts’ views and opinions.

Whenever required, the Executive Directors and the Chairman

communicate with the Company’s brokers, Goodbody and

Jefferies, to confirm shareholder sentiment and to consult on

governance issues.

During 2022, 1192 regulatory announcements were released

informing the market of corporate actions, important customer

contracts, financial results, the results of the Annual General

Meeting, the General Meeting and Board changes. Copies of these

announcements, together with other IR information and documents,

are available on the Group website, www.playtech.com.

Summary

An internal team consisting of members drawn from Investor

Relations, Group Secretariat and Group Finance have led the process

on this Annual Report, to include the Strategic Report, Governance

Report and financial statements contained therein. When considering

the contents of the Report, the Board considered if the information

by business unit in the Strategic Report is consistent with that used

for reporting in the financial statements and if there is an appropriate

level of consistency between the front and back sections of the

report. In addition, the Board considered if the report is presented

in a user-friendly and easy to understand manner. Following its

review, the Board is of the opinion that the Annual Report and

Financial Statements for 31 December 2022 are representative of

the year and is confident that taken as a whole it is fair, balanced

and understandable and provides the information necessary for

shareholders to assess the Group’s position, performance, business

model and strategy.

Brian Mattingley

Chairman

23 March 2023

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Audit Committee report

Dear Shareholder

Introduction

As Chairman of the Audit Committee, I am pleased to present our

Report for the year ended 31 December 2022, setting out how the

responsibilities delegated to us by the Board were discharged over

the course of the year, the key topics we considered and some of the

additional factors which influenced our work.

2022 has been a particularly challenging year for Playtech featuring

changes to both the scope and emphasis of our business model, and

significant operational disruption in Ukraine, which together have

tested the strength and resilience of our financial, risk management

and control processes. The year saw great expansion and success

in the Group’s activities in both North and South America, which will

increasingly be key contributors to overall performance requiring

the Committee to realign its focus accordingly. While at the same

time, the Group has rallied to support its employees in Kyiv and to

ensure that customers served from our Ukrainian operations have

notexperienced any performance impact.

Whilst we anticipate continued uncertainty with respect to the post-

COVID-19 macro-economic environment and resolution of the crisis in

Ukraine, the Group’s performance has remained strong and its control

regime effective.

Responsibilities

The Board is required by the UK Corporate Governance Code 2018

(Code), which can be found on the Financial Reporting Council’s

website www.frc.org.uk, to establish formal and transparent

arrangements for considering how it should apply required financial

reporting standards and internal control principles and also for

maintaining appropriate relationships with the Company’s external

auditor, BDO LLP (BDO). The Committee’s terms of reference can

beviewed on the Company’s website www.playtech.com.

The Audit Committee’s key objectives are: the provision of effective

governance over the appropriateness of the Group’s financial reporting,

including the adequacy of related disclosures; the performance

of both the internal and external audit function and reporting, and

acting on their associated findings; and monitoring and challenging

the effectiveness of the Group’s systems of internal control, risk

management and related compliance activities.

The specific responsibilities delegated to, and discharged by,

theCommittee include:

• Approving and amending Group accounting policies

• Reviewing, monitoring and ensuring the integrity of interim and annual

financial statements, and any formal announcements relating to

the Company’s financial performance, in particular the actions and

judgements of management in relation thereto before submission

to the Board

Maintaining oversight

and accountability

“ While challenges in 2022 tested

the strength and resilience of our

financial, risk management and

control processes, the Group’s

performance has remained

strong and its control regime

proved effective.”

John Krumins

Chairman of the

Audit Committee

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• Providing advice (where requested by the Board) on whether the

Annual Report and Accounts, taken as a whole, is fair, balanced

and understandable, and provides the information necessary for

shareholders to assess the Company’s position and performance

business model and strategy

• Reviewing the Company’s arrangements for its employees to

raise concerns, anonymously or in confidence and without fear

ofretaliation, about possible wrongdoing in financial reporting or

other matters arising under the Group’s whistleblowing policy

• Reviewing and approving the Internal Audit Charter and the

AuditCommittee Terms of Reference on an annual basis

• Reviewing and monitoring the external auditor’s independence

andobjectivity, including the effectiveness of the audit services

• Monitoring and approving the scope and costs of audit

• Ensuring audit independence, implementing policy on the

engagement of the external auditor to supply non-audit services,

pre-approving any non-audit services to be provided by the auditor,

considering the impact this may have on independence, taking into

account the relevant regulations and ethical guidance in this regard,

and reporting to the Board on any improvement or action required

• Reporting to the Board on how it has discharged its responsibilities

In particular, the Code calls for the description of the work of the Audit

Committee to include its activities during the year, the significant issues

considered in relation to the financial statements and how they were

addressed, how the Committee assessed the effectiveness of the

external audit process, the approach of the Committee in relation to

the appointment or reappointment of the auditor and how objectivity

and independence are safeguarded relative to non-audit services.

Composition and Audit Committee meetings

The Audit Committee comprises three independent Non-executive

Directors. John Krumins is the Chair of the Committee and has over

two decades experience in corporate finance, technology and

complex project management, and has subsequently served both

as Chairman and Non-executive Director across a series of public

and private entities. The Board considers he has the recent and

relevant financial experience in order to Chair the Audit Committee.

In addition to John Krumins, the other members are Ian Penrose who

has considerable experience as both a CFO and Non-executive

Director across the gaming, leisure and technology sectors, and

Linda Marston-Weston who was formerly a senior tax partner at Ernst

& Young working with UK and global businesses across corporate

finance, strategy, tax, and leadership matters. The range and depth

of their financial and commercial experience enables them to deal

effectively with matters they are required to address and to challenge

management when necessary. The Committee is also authorised to

obtain independent advice if considered necessary.

During the year, the Chairman met with members of the management

team in order to understand more fully the context and evolving challenges

of Playtech’s business operations and thereby ensure the Committee’s

time was used most effectively and meeting agendas were set appropriately

to support the Board in fulfilling its corporate governance responsibilities.

These included matters relating to financial reporting, risk management

and internal control, internal audit process, the preparation and

compliance of the Company’s Annual Report and Accounts and the

external audit process.

The Company Chairman, CEO, Chief Financial Officer, Group Head of

Internal Audit and the external auditor, BDO attended all meetings of

the Audit Committee by invitation, and the Vice President of Finance

was invited to attend the meetings of the Committee that considered

the audited accounts and the interim financial statements. In addition,

specific senior executives were invited to meet with the Committee to

address particular areas of focus during the year, including tax, legal

and structural considerations and compliance matters.

The members of the Committee meet the external auditor twice

without any Executive Directors being present in order to receive

feedback from them on matters such as the quality of interaction with

management. The Chairman also met with BDO on at least a monthly

basis to discuss matters either involving the audit process or of

general relevance to the Group.

Meetings of the Committee

The Committee met six times during 2022 and matters that were

broadly considered by the Committee during the year included:

• Review of current and anticipated requirements for the Group’s

financial control systems

• Maturity assessment of Group’s control environment, including

the review of third-party assessments and associated

enhancement projects

• Scope and effectiveness of the Group’s system of internal controls

and risk management

• Updates on cybersecurity risks and system resilience

• Review of the structure and governance systems for investment

inassociates

• Review of disclosure requirements, with specific focus on

both Group revenue streams and related party considerations

across the Group

• Valuation of derivative financial assets held in LATAM operations

• Provisioning requirements and policies

• Data management and billing resilience

• Board delegated authorities

• Non-Financial information updates, including assessment of ongoing

management actions with respect to longer term COVID-19

implications and developments impacting Group Ukrainian operations

• Synergies with ESG and Risk Committees

And in the normal course of Committee business:

• Review and approve the Internal Audit Charter and the Internal

Audit Plan

• Review Committee Terms of Reference

• Results of internal audit reviews, management action plans to

resolve any issues arising and the tracking of their resolution

• Group refinancing, and Going Concern and Long-Term Viability

External Audit

The Audit Committee advises the Board on the appointment,

reappointment or removal of the Group’s external auditor. BDO was

appointed as the Group’s external auditor in 2005 and this is Oliver

Chinneck’s third year as lead audit partner. Its appointment was

formally reviewed in 2019 when a competitive tender process was run

in respect of the audit for the year ended 31 December 2020.

The Committee considered the approach, scope and requirements

ofexternal audit as well as the efficacy and independence of BDO.

The Audit Committee met with BDO to discuss the external auditor’s

report to the Committee and review the letter of representation.

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Audit Committee report continued

Key estimates, judgements and financial

reporting standards

Revenue recognition

The Audit Committee reviewed the judgements made in respect of

revenue recognition, in particular in assessing whether it is acting

as a principal or an agent. In making these judgements, the Group

considers, by examining each contract with its business partners,

which party has the primary responsibility for providing the services

and is exposed to the majority of the risks and rewards associated

with providing the services, as well as if it has latitude in establishing

prices, either directly or indirectly. The business model of this division

is predominately a revenue share model which is based on royalties

earned from B2C business partners’ revenue. The Committee

concluded the Group’s revenue recognition policy relating to these

types of contracts are in line with IFRS requirements.

Furthermore, the Committee directed work this year to ensure that

theembedded controls within the IT systems capturing all the different

revenue streams are operating in line with our internal procedures and

accurately capture the data required for revenue recognition.

Goodwill and intangible assets

During the year, the Audit Committee also considered the

judgements made in relation to the valuation methodology adopted

by management to support the carrying value of goodwill and other

intangible assets, to determine whether there was a risk of material

misstatement in the carrying value of these assets and whether an

impairment should be recognised.

The Committee considered the assumptions, estimates and

judgements made by management to support the models that

underpin the valuation of goodwill and other intangible assets in the

balance sheet. Business plans and cash flow forecasts prepared by

management supporting the future performance expectations used in

the calculations were reviewed, as were the valuation methodologies

applied. The Committee noted that analyses and conclusions were

impacted by the conflict in the Ukraine and the fundamental move to

ahigher interest rate environment.

The Committee particularly considered the outcome of the

impairment reviews performed by management. The impairment

reviews were also an area of focus for the external auditor, who

reported their findings to the Committee. The Committee satisfied

itself that the conclusions made on the impairments of the Bingo VF,

Quickspin, Eyecon and IGS cash-generating units were reasonable,

and, aside from that, there were no other material impairments to the

carrying value of goodwill or other intangible assets.

Classification and valuation of investment in associates

and derivative financial assets

The Audit Committee has considered the judgements made

in determining the classification of each structured agreement

arrangement, as further explained in Note 6 of the financial

statements, and in particular using the appropriate guidance under

the accounting standards to determine the existence of control or

significant influence.

In reviewing each assessment, the Committee is comfortable that

each classification, which is further explained and disclosed in Note

20 of the financial statements is correct and in accordance with the

accounting standards.

The Group engaged external valuation specialists to perform the

valuations of the derivative financial assets held at fair value, who

were guided by management in terms of judgements made. The Audit

Committee reviewed and challenged the resulting values of each

arrangement and is comfortable with the assumptions, estimates

and judgements in each of the valuations, including the valuation

methodology applied. The Audit Committee is also satisfied with

thejudgement made in relation to the Caliente Call Option and the

impact this judgement may have on the valuation of the Playtech M&A

Call Option as further explained in Notes 20A and 20C.

Other financial statement areas

The Audit Committee reviewed the level of judgement and

estimation required in the following areas of the financial statements,

documented in management papers, and it is satisfied that the

judgement made and disclosures included in the financial statements

are reasonable and in line with each applicable IFRS:

• recovery of financial assets including trade receivables and

expected credit losses, particularly where aged debt is apparent.

Furthermore, the Committee was satisfied that the bad debt

provision in place for the Group’s receivables from Asia is sufficient

to cover its current exposure;

• the fair value assessment of assets acquired as part of the

investment made in LSport and associated equity call option during

the year, which was recognised as an investment in associate (refer

to Note 20);

• consideration of Group tax risk including potential uncertain tax

provisions. The Group has provided for uncertain tax positions

which meet the recognition threshold and these positions are

included within tax liabilities;

• adjusted performance measures and in particular the determination

of whether non-cash items, one-off items and not directly related

expenses to the operations of the Group should form part of the

adjusted results; and

• the recognition of the funds provided to Ocean 88 Holdings Ltd,

which is the sole holder of Galera Gaming Group (together “Galera”)

as a loan, a treatment which has remained unchanged from the prior

year (refer to Note 20A).

Viability and Going Concern Statements

The Committee reviewed management’s work on assessing risks

and potential risks to the Company’s business both for the going

concern and viability statement periods, which included challenging

the approach taken by management to support the going concern

statement on page 84 and viability statement set out on pages 91

and 92, by considering the Group’s principal and emerging risks. This

included the assumptions made on the repayment of the Group’s

borrowings when they fall due, as well as the payment for the renewal

of the Italian Gaming Licenses, and furthermore, considering the

potential impacts of the ongoing conflict in Ukraine, a potential

recessionary environment, and the impact these could have on the

business. Following this review, the Committee was satisfied that

management had conducted a strong and thorough assessment

and recommended to the Board that it could approve the viability and

going concern statements.

Financial Reporting Council (FRC) Review

Prior to the 2021 year end the Financial Reporting Council (FRC)

informed the Group that it had carried out a review of the Annual

Report for the year ended 31 December 2020 and raised questions as

to whether the Group had satisfied relevant reporting requirements.

The Group worked with the FRC to clear their queries, and a number

of key disclosure matters were enhanced within the 2021 financial

statements in respect of the following areas:

• Investments in derivative financial assets

• Sun Bingo contract

• Revenue recognition

• Taxation

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The review was completed in October 2022 and certain additional

disclosure improvements are included within these financial

statements having already made a number of changes within

the2021financial statements.

Further, the Committee notes a review is currently in progress by the

FRC’s Audit Quality Review team into our 2021 audit by BDO, which

included a meeting between the Chairman and the FRC’s team. BDO

have kept the Committee updated with progress of the review and

have considered findings to date as part of the audit approach for the

2022 year-end audit. The Committee is expected to consider the final

findings with BDO and understand how BDO intend to address them

in future audits.

External audit efficiencies, independence and

non-audit services

Following the 2021 audit the Chairman met separately with the current

and previous Chief Financial Officer and the lead external auditor to

review the audit process, and to highlight areas of improvement for the

2022 audit. The findings were then reviewed with the Audit Committee

members and a programme to improve the efficiency of the audit

process was agreed for 2022. This programme covered a formal

review of corporate measures to support the audit process, including

a restructuring of certain finance team responsibilities and a project to

improve the Group’s financial control regime. The audit process, which

while previously sufficient for audit purposes, is now more efficient and

receives greater oversight by the Audit Committee.

In addition, the Audit Committee, on behalf of the Board, undertakes

a formal assessment of the auditor’s independence each year,

whichincludes:

• a discussion with the auditor of a written report detailing all

relationships with the Group and any other parties which could

affect independence or the perception of independence;

• a review of the auditor’s own procedures for ensuring independence

of the audit firm and partners and staff involved in the audit,

including the periodic rotation of the audit partner;

• obtaining written confirmation from the auditor that they are

independent; and

• a review of fees paid to the auditor in respect of audit and

non-audit services.

The FRC’s Revised Ethical Standard introduced certain specific

criteria for non-audit work. This included the introduction of a

non-audit services fee cap and white list of permitted services.

Abreakdown of audit and non-audit fees are included in Note 11

tothefinancial statements on page 177.

The Committee remain satisfied with the manner, robustness and level

challenge of BDO’s audit processes and believe BDO should remain

as auditor for 2023. The reappointment will be formally considered

atthe Annual General Meeting.

Internal Audit and Risk Management

The Company has an internal audit function which comprises six

in-house auditors, including the Director of Internal Audit & Risk,

which reports to the Chair of the Committee and has direct access

to all key executives. Its key objectives are to provide the Board, the

Committee and management independent and objective assurance

on risks and mitigating controls, and to assist the Board in meeting

its corporate governance and regulatory responsibilities. Overall,

the system of internal controls and audit is designed to ensure local

legal and regulatory compliance and manage, rather than eliminate,

the risk of failure to achieve business objectives. It can therefore only

provide reasonable and not absolute assurance against material

misstatement or loss.

As also reported in last year’s Annual Report, in recognition of the

increasing level of complexity across the Company the Committee

continues to take further steps to expand and enhance internal

controls, strengthening the internal audit function and its position

within the organisation. In addition, in recognition of the increasingly

complex environments within which the Group operates, a separate

Risk Management committee continues to ensure appropriate review

and assessment of risks and risk appetite within the Company, thereby

offering further oversight and challenge of the control regimes.

In order to provide access to evolving specialist knowledge

required to audit certain aspects of the Company, particularly with

respect to IT, the historical Internal Audit relationship between

PricewaterhouseCoopers LLP (PwC) and Playtech continues as a

co-sourced arrangement, with PwC providing support to the Internal

Audit Team given their experience with the Group across a series of

projects. The Committee believes this is an appropriate and effective

model, and an important source of insight in their assessment of the

evolving Group.

The scope of work of the Internal Audit team covers all the systems

and activities of the Group. Early in 2022 the scope was reviewed

and reprioritised in light of the Group’s changing risk profile and

restrictions placed on how and where it could engage with the Group

given ongoing COVID-19 restrictions in some areas of the Group’s

operations. During the year, the Internal Audit Team performed a

number of audits over both individual entities and central functions

across the Group, which included:

• Data Protection Audit

• Financial Governance & Systems Health Check

• Corporate Criminal Offence (CCO) Impact Assessment

• IMS Security Audit/Billing Audit

• Fraud Maturity Review/Risk Management Maturity Health Check

• Playtech Sports Cybersecurity Audit

The results of these audits were reported to the Audit Committee on

a regular basis, with recommendations made by Internal Audit and

corresponding management actions being reviewed and challenged,

where appropriate. In addition to regular feedback of audit results, the

Internal Audit Team monitors completion of management actions and

provides updates of these to the Audit Committee twice a year orupon

request by the Committee on a quarterly basis.

A particular focus of the Audit Committee in 2022 was a complete

review and re-setting of the Group’s internal financial control regime

in light of expected SOX Compliance Requirements. The Audit

Committee worked in conjunction with the finance team, as well as

the Internal Audit Team and PwC, to assess requirements and scope

a project plan. An external consultant was appointed to lead the

review, working across all aspects of the Group, and develop revised

policies which will be implemented during 2023 and 2024 as part

ofanexpanded second line controls function.

The Committee confirms that any necessary action will be taken to

remedy any significant failings or weaknesses identified from any

Internal Audit reviews.

Each year, the Committee reviews the quality and effectiveness of the

Internal Audit Team through a number of methods, including a regular

review of ongoing work to ensure the Audit plan is being delivered,

discussions with key executives, and feedback from both BDO and

PwC. This review includes an assessment of Audit Plan delivery,

business understanding, impact of the Internal Audit Team on the

organisation, communication and performance. In addition, the Audit

Committee Chairman meets with the Director of Internal Audit & Risk

and his deputy at a minimum on a monthly basis to be updated on the

Team’s activities.

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Audit Committee report continued

Internal Audit and Risk Management continued

An Internal Audit Plan for 2023 was developed by the Internal Audit

Team, and challenged and approved by the Audit Committee at the

November 2022 Audit Committee meeting. Internal Audit will carry

out audits in accordance with this plan using a risk-based approach

and continue to maintain effective lines of communication with the

Audit Committee and key management. The Committee believes this

programme of continual assessment will ensure the Internal Audit

Plan for 2023 remains fit for purpose in light of any new or emerging

risks. The Internal Audit Team will also be utilised to provide assurance

over corporate governance matters and for ad hoc projects,

wherenecessary.

Committee Evaluation

The performance of the Audit Committee was assessed as part

of the Board Review which was facilitated by Independent Audit

Limited. The process sought views from Executives and Non-

executive Directors and included a review of the operations of the

Committee. Independent Audit Limited’s conclusion was that the

Audit Committee has been transformed under the current Chair

and demonstrably holds the finance leadership accountable for

performance and delivery. In addition, Independent Audit highlighted

that a new Standard covering the management of external oversight

is being developed as an enforceable requirement. During 2023, the

Committee will start developing its approach to this area of evaluation,

including obtaining the views of stakeholders from across the business.

Non-Financial Control Systems

In parallel to the review of the Group’s internal financial control regime,

the Audit Committee considered the Group’s broader control regime

and how best to assess overall governance given the evolving nature

of the Group’s strategic priorities, the regulatory environments in

which the Group operates and stakeholder interests.

In order to monitor and challenge key dimensions of the Group’s

governance model the Audit Committee formalised a review process

with each of the senior management responsible for compliance,

sustainability, tax and IT security. As part of the 2023 Audit Committee

programme, each team will present its strategy, together with

current and any proposed changes to their control regimes, and

this will provide the basis for subsequent formal evaluation over

thefollowing12 months.

Areas which will have their control regime reviewed in 2023 are:

• R&D and technology expenditure to ensure ongoing efficacy of

budgeting and execution occurs in light of the Group’s changing

business model and geographic emphasis

• Mergers & Acquisitions to ensure that appropriate project

evaluation and prioritisation takes place, and requisite integration

and management oversight occurs

• ESG and CSR management to ensure the Group delivers on all

environmental, regulatory and other stakeholder undertakings

Looking ahead the Committee is working on the assumption that

Playtech will be subject to further regulatory and compliance

requirements as it continues to expand geographically and the

complexity of its business model increases, while at the same

time regulators increase the levels of scrutiny across the sector.

Accordingly, the Committee has taken steps to both broaden and

deepen the control environment across the Group with particular

focus this year on enhanced financial controls, but also establishing

oversight of ESG, CSR, and broader security and audit regimes.

My thanks go to Andrew Smith for his service to the Board and as

CFO working with the Audit Committee, having stepped down in

November 2022.

I believe the skills and experience of the Committee members remain

strong and relevant, enabling the Audit Committee to continue to

perform effectively.

John Krumins

Chairman of the Audit Committee

23 March 2023

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Statement by the Committee Chairman

Dear Shareholder

On behalf of the Board, I welcome the opportunity to present the

Remuneration Committee’s report on Directors’ remuneration for

theyear to 31 December 2022.

This report describes how the Board has applied the principles of

the 2018 UK Corporate Governance Code (the “Code”) to Directors’

remuneration. Although Playtech is an Isle of Man incorporated entity

and, as such, is not required to comply with the UK regulations on

Directors’ remuneration, we recognise the importance of shareholder

transparency. Accordingly, we can confirm that the Company adheres

to the UK regulations as they relate to Directors’ remuneration and the

report below is divided into: (i) this Annual Statement; (ii) a summary

of the Directors’ Remuneration Policy (the “Policy”) as approved

by shareholders at the 2021 AGM; and (iii) the Annual Report on

Remuneration that reports on the implementation of the Company’s

stated Remuneration Policy for the year to 31 December 2022. The

Annual Report on Remuneration and this Statement will be the subject

of an advisory shareholder resolution at the forthcoming AGM.

Business context

As shareholders will be aware, we made significant and wide-ranging

changes to the Remuneration Policy in 2021 as a result of an extensive

review and shareholder consultation process. In undertaking this

review the Committee sought to draw a line under the poor voting

record on remuneration over the past few years. Changes included

a 20% reduction in the base pay of the CEO, reduction in executive

pension contributions, increase in the bonus deferral into shares and

a material reduction in the fee for the Chairman. At the 2022 AGM

the total votes received in favour of resolution for the Remuneration

Report were 69.67%. Following the AGM and throughout the year

during the takeover period and discussions, the Group has continued

to engage extensively with shareholders. It was clear from these

discussions that the principal reason why certain shareholders were

unable to support the resolution related to the CEO’s payout under the

one-off equity incentive scheme approved by shareholders in 2019.

Shareholders were, however, supportive of the changes implemented

since 2021.

As a result of these significant changes, the balance of remuneration

shifted towards one driven by performance, which the Remuneration

Committee believes has contributed to the significant growth in Group

performance over the period.

Restructured

remuneration aligns

with performance

“ The balance of remuneration

has shifted towards one driven

by performance, which the

Remuneration Committee believes

has contributed to the significant

growth in Group performance

over the period.”

Ian Penrose

Chairman of the

Remuneration Committee

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Statement by the Committee Chairman continued

Business context continued

Playtech has continued to operate strongly despite the significant

distractions that were presented in 2022 by:

• The takeover offer from Aristocrat, that was at a 62% premium to

the share price at the time of offer, being rejected by shareholders

atEGM in February 2022

• The takeover offer for the Financials business, Finalto, having

been rejected by shareholders at the GM in August 2021, finally

being sold to a new bidder in July 2022 having been approved by

shareholders at GM

• Ongoing takeover activity from two other bidders which were finally

terminated in the summer of 2022

• Extensive discussions on realising value in the US

• The associated demands on the Board to deal with the above,

together with the time commitments to materially improve the levels

of overall governance and impact of the Company’s Committees

• The humanitarian and business impact of the war in Ukraine where

over 10% (714 employees) of the Company’s workforce are based

Despite the above, the Remuneration Committee and Board is

pleased that the performance of the business has been very strong,

with adjusted EBITDA of €405.6 million (28% increase on 2021), which

is reflected in the remuneration outcomes for the year.

Implementation of Policy in 2022

The significant changes which formed the basis of the new Policy

were implemented for the first time in 2021, and we operated

remuneration in line with the Policy for 2022.

As stated in the Annual Report last year, no LTIP award was granted in

2021, due to the Company being in a closed period for the majority of

2021 and into 2022 as a result of the proposed acquisition of Playtech

by Aristocrat, subsequent takeover discussions/negotiations and

then the subsequent strategic options being evaluated. The Company

was only able to grant LTIP awards in August 2022, once the Group

came out of an unusually lengthy closed period of over 12 months,

which meant there was a gap of nearly two years between grants.

The 2022 LTIP awards are subject to relative TSR and adjusted EPS

performance. Further details on the 2022 LTIP awards are given

on page 122.

We confirm that as stated last year, the Committee did not grant

any form of catch-up LTIP award despite the Executive Directors

effectively missing their 2021 award. This resulted in a significant

reduction in the remuneration potential of the Executive Directors, and

indeed the wider Playtech management team, and we are delighted at

their continued focus on the business and delivery despite this.

The Committee remains cognisant of the need to continue to show

restraint with regards to executive remuneration, particularly in the

context of the current cost of living crisis (which has a more significant

impact on our employees). In this vein, the Committee reviewed

the salaries of the Executive Directors and senior management

team and approved increases of 2% and 3.5% for the CEO and

CFO (significantly below the 7% average increase awarded across

the UK workforce) with effect from 1 January 2022. Furthermore, it

remains the Committee’s intention that future salary increases for the

Executive Directors will not exceed the general level of increases for

the Group’s employees.

As a result of the intensive corporate activity that occurred during the

year, the Non-executive Directors undertook significant additional

responsibilities, and committed substantially more time to the business,

which extended far beyond their normal responsibilities. This was

a complex, lengthy and intense period of corporate activity, which

meant the Company was in a closed period for over 12 months.

Furthermore, the expansion into the United States necessitated extensive

licence applications in several States, one requiring physical attendance.

It is estimated that each of the Chairman and Non-executive Directors

spent at least an additional 32 days (2021: 20 days) over and above

their contracted hours working on Playtech matters over the course

of 2022. As a result, and in line with Policy, a pro rata additional

fee was paid to the Chairman and each Non-executive Director,

commensurate with the time spent and the fee level for the Senior

Independent Director, equating to £132,000 (2021: £120,000 or

lower if appointed part way through 2021), and then scaling back the

additional fees payable so the increase was no more than 10% of

the additional fees paid in 2021, despite the more than 50% increase

inadditional days.

It is not anticipated that any additional fees will be paid in respect of

2023, however if this does occur the fees and basis for determining

these will be disclosed in the 2023 Directors’ Remuneration Report.

Executive Director changes during the year

As announced on 1 November 2022, the Company mutually agreed

with Andrew Smith that he would step down from the Board and his

role as CFO on 28 November 2022. Chris McGinnis was promoted

to CFO and Executive Director of the Company with effect from the

same date. Given the proximity to the financial year end, the Board

agreed with Andrew Smith that he would remain involved with the

business until the end of the financial year to facilitate an orderly

transition to the new CFO.

Further details regarding the leaving arrangements for Andrew Smith

are set out on pages 122 and 123.

The reward package for Chris McGinnis has been set in line with the

existing remuneration policy. Chris McGinnis was appointed as CFO

on a basic salary of £350,000 (which is lower than Andrew Smith,

whose salary on his stepping down from the Board was £445,567).

The Committee intends to increase his salary to £400,000 effective

from 1 July 2023 once he becomes established in his new role,

with a commitment to not undertake a further salary review until

1January 2025.

Performance and pay outcome for 2022

Annual bonus

The financial performance of Playtech was strong in 2022, despite

the enormous distractions and challenges faced due to the lengthy

takeover activity and corporate transactions.

At the beginning of the year, the Committee reviewed the approach to

calibrating challenging performance targets, and agreed to increase

the level of stretch within the targets such that the level of performance

required to achieve maximum payouts under the financial targets was

to exceed target by 10%. This was an increase on the level of stretch

within the 2021 targets, which required a 5% outperformance of target

to achieve maximum payout.

Cognisant of consensus forecasts for adjusted EBITDA (€331 million

at the beginning of the financial year), the Committee set on-target

adjusted EBITDA (equivalent to a 50% payout under the adjusted

EBITDA element) 10% above consensus at €365 million. The

maximum target adjusted EBITDA was set at a further 10% premium

to this at €401.5 million, or 21% above consensus. Similarly, with

consensus forecasts for cash generation being €284 million, the

target cash generation was set at €307 million, and maximum payout

at €338 million. Adjusted EBITDA and cash generation for 2022

were €405.6 million and €396.9 million respectively, which resulted

in a maximum payout under both the adjusted EBITDA and cash

generation elements of the bonus.

The Group made good progress against all of the key strategic and

operational objectives (comprising 20% of the annual bonus) set

at the beginning of the year. The CEO was tasked with completing

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the disposal of the Finalto business, accelerating the performance

and market positioning of the LATAM business, continuing to drive

the digital growth/channel shift in Snaitech to improve the quality of

earnings and therefore value, and accelerating Playtech’s position

in the rapidly growing market in the United States. The former CFO

was tasked with improving the structure and efficiency of the balance

sheet, supporting the CEO on certain strategic initiatives, and to

commence the overview of the business integration and efficiency

plan to drive material cost efficiencies and additional cash generation

in 2023 and particularly 2024.

In addition, for both the CEO and former CFO, the remaining 10% of

the annual bonus was allocated towards ESG targets. This was a new

criteria introduced in 2022, and is being extended to all members of

the senior management team in 2023 in recognition of its strategic

importance. The specific ESG measures assessed in 2022 were:

• Safer gambling – innovation in and promotion of safer gambling

solutions and insights, including continued uptake and development

of Playtech Protect solutions

• Environment – continued progress towards our stated emissions

reduction target of 40% scope 1 and 2 emissions target by 2025

(on a 2018 baseline) and increased use of renewable energy

across the Group

• DEI targets – annual progress towards increasing female representation

across the leadership and senior management population to 35%

from a 2021 baseline

• Reputation, ethics and Compliance – no new material ESG, ethical

or compliance breaches resulting in significant reputational damage

for the Group

• Leadership qualities around crisis management, human compassion,

operational excellence and standard setting during the Ukraine war

where we have 10% of the global workforce

In particular, the Committee took account of the CEO’s exceptional

leadership and social responsibility in facing the ongoing Ukraine crisis.

Playtech has over 700 employees (10%+ of the global workforce)

in Ukraine, and, before and during the invasion, Playtech’s Crisis

Management Group has worked 24/7 to look after our workforce,

provide relocation opportunities to adjacent countries and provide

humanitarian support whilst ensuring the business continues to

operate. The Committee is proud of Playtech’s response to this awful

situation. Finally, it should be noted that the above has been achieved

against the backdrop of continued corporate activity and takeover

approaches which have understandably consumed large amounts of

management time, whilst continuing to deliver record financial results.

In this context and recognising the significant progress made in

respect of the key strategic, operational and ESG objectives of the

Company, the Committee determined to pay a maximum bonus in

respect of these objectives. When combined with the maximum

payout achieved under the financial targets, the overall bonus payout

for the CEO and former CFO was 100% of maximum.

This amounted to £1.6 million (2021: £1.6m) for the CEO and £613k

(2021: £549k) for the former CFO. As set out above, the Remuneration

Committee determined to not pro-rate the bonus for the former CFO

in recognition that he was actively employed during the whole financial

year, in reflection of the Board’s request for him to remain in the

business to support an orderly transition.

No bonus was payable to the new CFO under this plan in respect

ofthe one month of the year served as a Director.

In line with the remuneration policy, 33.3% of the annual bonus

payment to the CEO will be deferred into shares. In light of the

exceptional Company performance and Andrew Smith’s commitment

to the Company until the year end, the Committee determined that the

annual bonus would be paid in cash for the former CFO.

LTI Ps

The LTIP granted in 2020 which will vest in October 2023 is subject

to Adjusted Diluted EPS (25%) and relative TSR (75%) performance.

Adjusted Diluted EPS for the financial year ending 31 December 2022

was 51.5 Euro cents, which will result in vesting of 93.4% of the EPS

element. As at 31 December 2022, the performance period for the

relative TSR component of the LTIP is not yet complete (26 October

2020 – 25 October 2023), and therefore an estimate of the vesting

under this element of 50% of maximum has been provided at year end.

Following the end of the performance period, the final vesting level

will be calculated and the corresponding LTIP amounts disclosed in

the single figure table for financial year ending 31 December 2022 will

be updated in the 2023 Directors’ Remuneration Report to reflect the

final outcome.

These awards are also subject to a two-year post vesting holding

period, in line with the Policy.

The Committee recognises that the CEO also has a one-off equity

incentive scheme that was approved by shareholders in 2019. This

partially lapsed during 2022 as a consequence of the share price not

reaching the £8 share price targets set in 2019. Full details are set out

in the Annual Report on Remuneration.

How we will operate the Policy in 2023

Base salary

The average salary increase for 2023 awarded to those employees

across the UK workforce who were eligible to receive a salary increase

was 8.1% as a consequence of the rising demand for suitably qualified

technology staff, together with the increased rate of inflation. The

Committee is very conscious that the effects of inflationary pressures

affect the lower paid employees the most, and so decided that all

Board members and senior staff (and therefore higher earners) would

be limited to an increase of 3.5%. As a consequence, the salary for the

CEO increased by 3.5% to £844,000 with effect from 1 January 2023.

As set out above, the new CFO commenced his role on a basic salary

of £350,000 (significantly lower than the previous CFO, whose base

salary on exit was £445,567), which will increase to £400,000 on 1 July

2023, and then not change until the next review on 1 January 2025.

The Committee has commissioned a market benchmarking exercise

for all of the roles within its remit, including those in the wider senior

management team, and will reflect on the results of this as well as pay

and conditions across the wider workforce when considering any

further amendments to salary levels next year.

Annual bonus

The annual bonus opportunity for 2023 will remain unchanged at

200% and 150% of salary for the CEO and CFO respectively. Financial

performance will continue to drive 70% of the bonus and will be split

50% EBITDA and 20% cash flow. We have set stretching targets for

both measures in an inflationary year facing a cost of living crisis,

material rises in energy costs and the ongoing war in Ukraine (where

we employ over 700 people), with target performance set above

market consensus on 25 January 2023 (the date of the meeting of

the Remuneration Committee when the targets were set) and with

maximum for achieving a material increase above consensus. The

remaining 30% of the bonus will be based on key strategic targets

which will again include ESG measures relating to safer gambling,

diversity and reduction of the Company’s Scope 1, Scope 2 and

supply chain emissions. The targets will have a graduated approach

to differentiating between good and excellent performance, with full

disclosure in next year’s Annual Report.

In line with the Directors’ Remuneration Policy, 33.3% of any annual

bonus payment will be deferred into shares for two years.

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Statement by the Committee Chairman continued

LTI P award

Following expiry of the previous scheme, shareholders approved

anew ten-year LTIP scheme at the 2022 Annual General Meeting.

It is the intention of the Company to grant LTIP awards to the Executive

Directors, senior management and staff in respect of 2023 as soon as

practicable following the publication of the 2022 Annual Results.

Pension

Following an initial reduction from 20% to 15% effective 1 July 2021,

the pension contributions to Executive Directors reduced from 15%

to 12.5% of salary effective from 1 July 2022 and to 10% effective

from 1 October 2022. They are now aligned with the wider workforce

contribution of 7.5% from 1 January 2023.

Concluding remarks

The Committee continues to work hard to improve corporate

governance and strengthen the pay for performance culture in

the business, whilst materially reducing the fixed pay and pension

contributions for the executives. We believe that this is having

a significant positive impact on the financial performance of

the business, and on delivering initiatives to materially improve

shareholder returns.

The Committee and I hope that you find the information in this report

helpful and informative, and we welcome any comments or questions

ahead of the 2023 AGM.

Ian Penrose

Chairman of the Remuneration Committee

23 March 2023

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Summary of Directors’ Remuneration Policy

Approved at 2021 AGM

The Directors’ Remuneration Policy was approved by shareholders

at the AGM on 26 May 2021 (75.47% of votes cast being in favour) and

became effective from that date. There are no proposals to amend the

Directors’ Remuneration Policy at the 2023 AGM.

A summary of the policy is set out below for reference to assist with

the understanding of the contents of this report. The full policy is

detailed in our 2020 Annual Report, which can be found in the “Investors”

section under “Annual Reports” on the Company’s corporate website

(www.playtech.com).

Remuneration philosophy

Our Remuneration Policy is designed to reward the contributions

of senior management as well as incentivise it to drive shareholder

returns, and to maintain and enhance Playtech’s position as the

software and services provider of choice to the gambling sector.

Remuneration is delivered via fixed remuneration and simple and

transparent incentive-based plans enabling the Executive Directors

to be rewarded for delivering strong financial performance and

sustainable returns to shareholders. In a fast-moving sector such as

ours we need to apply the Policy flexibly in order to deliver the right

level of overall pay to Directors.

Considerations when forming the Remuneration Policy

This Policy has been formed in accordance with the principles and

provisions in the Code. The table below sets out how the Committee

has addressed various aspects in the Code:

• Clarity – The Committee’s policy has been clearly set out in this

report, the individual elements of remuneration and their operation

• Simplicity – This proposed Policy is well understood by

both management and shareholders and aligns to typical

market practice

• Risk – The Committee believes that the incentive structure does not

encourage undue risk taking. There are a number of mechanisms

available to the Committee, including discretions and malus and

clawback provisions within incentive plans, that allow adjustment in

the case that the Committee believes the outcomes are excessive

• Predictability – The Policy table and the illustrations of remuneration

provide an illustration of potential levels of remuneration that may

result from the application of the Policy under different performance

scenarios. The Committee believes that the range of remuneration

scenarios is appropriate for the roles and responsibilities of the

Executive Directors, based on the performance required for

incentive awards to pay out

• Proportionality – The Policy has been designed to give appropriate

flexibility in operation, particularly in relation to incentive plan

metrics, which allows the Committee to implement the Policy from

year to year using the metrics that align with the Group’s strategy.

Furthermore, the Policy contains discretion to allow the Committee

to adjust remuneration outcomes to ensure that they are reflective

of overall performance in the short and long term

• Alignment to culture – As well as aligning with the strategy of the

business, the Policy has been formed to allow focus on broader

stakeholders. In particular, there is an increased focus on employee

and shareholder engagement through incentive metrics and

Committee discretion

Remuneration Policy for Executive Directors

The following table summarises each element of remuneration, how it supports the Company’s short and long-term strategic objectives

andchanges the Committee is proposing to the current Policy based on shareholder feedback.

Element of

remuneration

Short-term and long-term

strategic objectives Operation Opportunity

Framework to

assess performance

Base salary

To attract, retain and

motivate high calibre

individuals for the role

and duties required

To provide a market

competitive salary

relative to the

external market

To reflect appropriate

skills, development and

experience over time

Normally reviewed annually by the

Remuneration Committee, with any

increases typically effective in January

Takes account of the external market

and other relevant factors including

internal relativities and individual

performance. In reviewing salary levels,

the Remuneration Committee may

also take into account the effect of any

exceptional exchange rate fluctuations

in the previous year

Executive Directors decide the

currency of payment once every three

years (which can be in Pound Sterling,

US Dollars or Euros) with the exchange

rate being fixed at that time

Other than when an

executive changes roles

or responsibilities, or when

there are changes to the

size and complexity of the

business, annual increases

will not exceed the general

level of increases for the

Group’s employees, taking

into account the country

where the executive

ordinarily works

If a significant adjustment is

required, this may be spread

over a period of time

n/a

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Summary of Directors’ Remuneration Policy continued

Approved at 2021 AGM

Element of

remuneration

Short-term and long-term

strategic objectives Operation Opportunity

Framework to

assess performance

Beneﬁts

To help attract and retain

high calibre individuals

Benefits may include private medical

insurance, permanent health

insurance, life insurance, rental

and accommodation expenses on

relocation and other benefits such

aslong service awards

Other additional benefits may be

offered that the Remuneration

Committee considers appropriate

based on the Executive Director’s

circumstances

Non-pensionable

n/a n/a

Annual bonus

Clear and direct

incentive linked to annual

performance targets

Incentivise annual

delivery of financial

measures and personal

performance

Corporate measures

selected consistent

with and complement

the budget and

strategic plan

Paid in cash and shares

Clawback and malus provisions apply

whereby bonus payments may be

required to be repaid for financial

misstatement, misconduct, error,

serious reputational damage and

corporate failure

200% of salary for the CEO

and 150% of salary for other

Executive Directors

33.3% of any payment

is normally deferred into

shares for two years which

are subject to recovery

provisions

Performance

measured

over one year

Based on a

mixture of financial

performance

and performance

against strategic

objectives

Normally, at least

70% of the bonus

will be dependent

on financial

performance

Bonus is paid on

a sliding scale of

0% for threshold

increasing to 100%

for maximum

performance

Long Term

Incentive Plan

(LTIP)

Aligned to key strategic

objective of delivering

strong returns to

shareholders and

earnings performance

Grant of performance shares, restricted

shares or options

Two-year holding period will be applied

to vested shares (from 2019 awards),

subject to any sales required to satisfy

tax obligations on vesting

Clawback and malus provisions apply

whereby awards may be required to

be repaid for instances of financial

misstatement, misconduct, error,

serious reputational damage and

corporate failure

Maximum opportunity of

250% of salary with normal

grants of 200% and 150%

of salary in performance

shares for the CEO and

other Executive Directors

respectively

Performance

measured over

three years

Performance

targets aligned with

the Group’s strategy

of delivering

strong returns

to shareholders

and earnings

performance

25% of the awards

vest for threshold

performance

Remuneration Policy for Executive Directors continued

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Element of

remuneration

Short-term and long-term

strategic objectives Operation Opportunity

Framework to

assess performance

Pension

Provide

retirement benefits

Provision of cash allowance Pension contributions for

existing Executive Directors

will be as follows:

• 20% until 30 June 2021

• 15% effective from

1 July 2021

• 12.5% effective from

1 July 2022

• 10% effective from

1October 2022

• From 1 January 2023,

alignment with the

wider workforce

Pension for new Executive

Directors will be in line with

the pension plan operated for

the majority of the workforce

in the jurisdiction where the

Director is based

n/a

ownership

guidelines

The Company has a

policy of encouraging

Directors to build

a shareholding in

the Company

Executive Directors are expected

to accumulate a shareholding in the

Company’s shares to the value of at

least 200% of their base salary

Executive Directors are required to

retain at least 50% of the net of tax out-

turn from the vesting of awards under

the deferred bonus plan and LTIP until

the minimum shareholding guideline

has been achieved

Shares must be held for two years after

cessation of employment (at lower of

the 200% of salary guideline level, or

the actual shareholding on departure)

n/a n/a

Non-executive

Directors

To provide a competitive

fee for the performance

of NED duties, sufficient

to attract high calibre

individuals to the role

Fees are set in conjunction with the

duties undertaken

Additional fees may be paid on a

pro-rata basis if there is a material

increase in time commitment and

the Board wishes to recognise this

additional workload

Any reasonable business-related

expenses (including tax thereon) which

are determined to be a taxable benefit

can be reimbursed

Other than when an individual

changes roles or where

benchmarking indicates fees

require realignment, annual

increases will not exceed the

general level of increases for

the Group’s employees

n/a

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Summary of Directors’ Remuneration Policy continued

Approved at 2021 AGM

Consideration of employment conditions elsewhere

inthe Company when setting Directors’ pay

The Remuneration Committee, when setting the Policy for Executive

Directors, takes into consideration the pay and employment

conditions through the Company as a whole.

In determining salary increases for Executive Directors, the

Committee considers the general level of salary increase across

the Company. Typically, salary increases will be aligned with those

received elsewhere in the Company unless the Remuneration

Committee considers that specific circumstances exist (as mentioned

in the Policy table) which require a different level of salary increase for

Executive Directors.

As part of the Committee’s wider remit under the Code, the

Committee will continue to monitor pay policies and practices within

the wider Group and to provide input and challenge in respect of

current policies and practices as well as any proposed future review

and changes to ensure that they are appropriate, fair and aligned to

the Company’s remuneration principles and support the culture and

growth of the business.

With respect to employee engagement, the Chairman of the

Remuneration Committee (and the wider Board) engages with the

CEO of Snaitech, the COO of our B2B activities together with the

Global Head of Human Resources on strategic and operational issues

affecting and of interest to the workforce, including remuneration,

talent pipeline and diversity and inclusion.

The Committee’s policy is that annual salary increases for Executive

Directors will not generally exceed the average annual salary increase

for the wider employee population determined with reference to the

country in which the Executive ordinarily works, unless there is a

particular reason for any increase, such as a change in the Executive’s

roles and responsibilities or a change in the size and complexity of

the business.

The Committee also considers external market benchmarking to

inform the Executive’s remuneration. External market benchmarking

is also considered in relation to remuneration decisions of the

widerworkforce.

Consideration of shareholders’ views

The Company is committed to engagement with shareholders and

has engaged extensively on remuneration and other issues since

the 2022 AGM, particularly as a consequence of the corporate

activity. Shareholders provided valuable input into the Company’s

Remuneration Policy.

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Annual report on remuneration

The sections of this report subject to audit have been highlighted. The figures are shown both in Pounds and Euros, for ease of reference.

Directors’ emoluments (in £) (audited)

Mor Weizer Andrew Smith (former CFO) Chris McGinnis

Executive Director 2022 2021 2022 2021 2022 2021

Salary

816,000 800,000 408,437 430,500 33,205 —

Bonus

1,632,000 1,600,000 612,655 548,888 — —

Annual long-term incentive

3,4

1,690,979 1,440,661 208,857 452,710 253,645 —

One-o long-term incentive

— 5,114,000 — — — —

Beneﬁts

38,271 34,633 31,898 33,637 260 —

Pension 107,100 156,667 56,624 82,604 2,490 —

Total emoluments 4,284,351 9,145,961 1,318,471 1,548,339 289,600 —

Total ﬁxed pay 961,371 991,300 496,959 546,741 35,956 —

Total variable pay 3,322,979 8,154,661 821,512 1,001,598 253,645 —

Directors’ emoluments (restated in €) (audited)

Mor Weizer Andrew Smith (former CFO) Chris McGinnis

Executive Director 2022 2021 2022 2021 2022 2021

Salary

957,443 932,921 478,802 501,936 37,703 —

Bonus

1,914,886 1,906,208 713,094 653,934 — —

Annual long-term incentive

3,4

1,906,920 1,727,051 243,097 542,704 286,036 —

One-o long-term incentive

— 6,013,000 — — — —

Beneﬁts

44,798 40,367 37,469 39,987 294 —

Pension 125,895 182,230 66,434 96,091 2,816 —

Total emoluments 4,949,943 10,801,777 1,538,896 1,834,650 326,849 —

Total ﬁxed pay 1,128,137 1,155,518 582,705 638,014 40,814 —

Total variable pay 3,821,806 9,646,259 956,191 1,196,638 286,036 —

1 Basic salary of the Executive Directors is determined in Pounds Sterling and then converted into Euros at the average exchange rate applicable during the relevant financial year for the purpose

of this report. The Committee reviewed the Executive Directors’ salaries with effect from 1 January 2022. It was decided that Mor Weizer and Andrew Smith’s salary would be increased by 2% and 3.5%

respectively. Chris McGinnis was appointed to the Board on 28 November 2022 on a base salary of £350,000 and therefore the amounts disclosed are in respect of the period he served as a Director.

2 The figures for bonuses represent payments as determined by the Remuneration Committee for the Executive Directors based on the Company’s performance during each financial year and

by reference to their actual salary earned during the respective period. The bonuses were determined in Pounds Sterling and then converted into Euros at the exchange rates applicable as at

31December 2021 and 31 December 2022 respectively. Details of (a) how the annual performance bonus for the Executive Directors was determined; and (b) the timing of bonus payments are

setout below. Chris McGinnis was appointed to the Board on 28 November 2022 but did not receive a bonus in respect of the period he served as a Director.

3 The LTIP awards granted in February 2019 vested subject to performance conditions measured over a three-year period from 1 January 2019 to 31 December 2021. As a result of the performance

conditions being partially met, 46.16% of the award will vest. This performance outcome corresponds to a total of 217,787 and 68,437 nil cost options for Mor Weizer and Andrew Smith. The value

included in the table is therefore £1,440,661 (€1,727,051) and £452,710 (€542,704), based on the share price on vesting (1 March 2022) of £6.615 (€7.93), of which £520,729 (€653,361) and £163,632

(€205,310) relates to share price appreciation respectively.

4 The LTIP awards granted in October 2020 vest after three years subject to an EPS performance condition (measured over a three-year period from 1 January 2020 to 31 December 2022) and relative

TSR performance conditions (measured over a three-year period from 26 October 2020 to 25 October 2023). Based on performance to 31 December 2022, the final vesting outcome under the EPS

condition is 93.4%. However, as we are still partway through the performance period for the relative TSR performance condition, we have used an estimate of the vesting as at 31 December 2022 (equal

to 50% of the relative TSR element, 37.5% of the overall award). Considering both the EPS and estimated relative TSR outcomes, 60.9% of the award is estimated to vest. This performance outcome

corresponds to a total of 332,216 and 49,832 nil cost options for Mor Weizer and Chris McGinnis respectively. The value included in the table for Mor and Chris is therefore £1,690,979 (€1,906,920) and

£253,645 (€286,036), based on the share price on 31 December 2022 of £5.09 (€5.74), of which £474,072 (€564,767) and £71,110 (€84,714) relates to share price appreciation respectively. Further details

on the estimated LTIP outcomes for the 2022 awards are set out on pages 121 and 122. As part of the settlement agreement with Andrew Smith, the Committee determined to settle the in-flight 2022 LTIP

award via a payment of £208,857, based on the time pro-ration between the grant date and the end of his notice period.

5 No awards that were granted to Mor Weizer in December 2019 vested in 2022, compared to 700,000 options that vested in 2021 partially vested during the 2021 financial year, with 300,000 options

vesting on 26 November 2021 and 400,000 options vesting on 14 December 2021. The value included in the table is therefore £2,208,000 (€2,601,000) and £2,906,000 (€3,412,000) respectively,

based on the share prices on vesting of £7.36 (€8.67) and £7.265 (€8.53), of which £1,050,300 (€1,251,000) and £1,362,400 (€1,612,000) relates to share price appreciation.

6 Benefits include private medical insurance, permanent health insurance, car and life assurance.

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Annual report on remuneration continued

Non-executive Directors’ emoluments (in £) (audited)

4,5

Fees Annual bonus

Beneﬁts Pension Total emoluments

Director 2022 2021 2022 2021 2 022 2021 2022 2021 2022 2021

Brian Mattingley

470,0 00 27 7,167 — — — — — — 470,0 00 27 7,167

Ian Penrose

262,000 233,219 — — — — — — 262,000 233,219

Anna Massion

252,000 230,719 — — — — — — 252,000 230,719

John Krumins

252,000 230,719 — — — — — — 252,000 230,719

Linda Marston-Weston

252,000 70,000 — — — — — — 252,000 70,000

Non-executive Directors’ emoluments (in €) (audited)

4,5

Fees are paid in Sterling and are translated into Euros in the table below:

Fees Annual bonus

Beneﬁts Pension Total emoluments

Director 2022 2021 2022 2021 2 022 2021 2022 2021 2022 2021

Brian Mattingley

545,963 326,876 — — — — — — 545,963 326,876

Ian Penrose

301,726 275,111 — — — — — — 301,726 275,111

Anna Massion

290,041 272,108 — — — — — — 290,041 272,108

John Krumins

290,041 272,108 — — — — — — 290,041 272,108

Linda Marston-Weston

290,041 83,126 — — — — — — 290,041 83,126

1 Brian Mattingley was appointed as Chairman of the Board on 1 June 2021 and Linda Marston-Weston joined the Board on 1 October 2021.

2 Non-executive Directors are not eligible to receive any variable pay under the Remuneration Policy and thus received no variable pay during 2021 and 2022.

3 It should also be noted that Ian Penrose, Anna Massion and John Krumins each waived 20% of their fees for five months in 2020 to support the business during the COVID-19 outbreak; however,

this was later repaid in February 2021, once the Group’s improved financial performance showed consistent sustainability (the share price had returned to levels last seen in autumn 2018). This is

included within the table above.

4 The Non-executive Directors did not receive an increase in the year, having had their fees amended on 1 October 2021. Ian Penrose was appointed as Senior Independent Director, effective from

1October 2021.

5 The Chairman and Non-executive Directors received additional fees in respect of the significant additional work performed in the year, arising from the intense and lengthy corporate activity and

global regulatory work. It is estimated that each of the Chairman and Non-executive Directors spent at least an additional 32 days working in 2022 over and above their contracted days. As such, it

was determined that an additional fee equating to £132,000 (2021: £120,000) would be payable. This amount was based on the annual fee level for the Senior Independent Director, and then scaled

back so that the amount was no more than 10% above the additional fees paid in respect of 2021, despite the more than 50% increase in additional days’ work/commitment. It is not anticipated that

additional fees will be payable in respect of 2023. The amounts included in the table above in respect of 2021 have been updated to reflect the additional amounts paid in 2022 in respect of additional

work completed during 2021.

Determination of 2021 bonus

In accordance with the Company’s Remuneration Policy, the CEO and CFO had the opportunity to earn a bonus in respect of 2021 of 200%

and 150% of salary respectively. 2021 performance was assessed against a mixture of financial and non-financial targets as set out below.

Thebonus was payable on a sliding scale of 0% for threshold to 100% for maximum performance.

Performance metric Weighting Threshold Maximum Actual

CEO payout level

(% of maximum)

CFO payout level

(% of maximum)

Financial (70%)

Adjusted EBITDA (€’m) 50% 347.0 401.5 405.6 50% 50%

Cash ﬂow (€’m) 20% 292.0 338.0 396.9 20% 20%

Strategic and non-ﬁnancial (30%) 30% See below 30% 30%

Tot al 100% 100% 100%

As set out in the 2021 Directors’ Remuneration Report, the financial performance targets were divided this year between Adjusted EBITDA and

cash flow, with 50% and 20% weightings respectively. The targets for Adjusted EBITDA and cash flow were set cognisant of analyst consensus

as at January 2022.

Adjusted EBITDA and cash generation are the key financial performance metrics of the Company most closely representing the underlying

trading performance of the business. When setting the EBITDA targets for 2022, the Committee and Board took into consideration both

consensus estimates and internal forecasts.

The financial performance of Playtech was strong in 2022, despite the enormous distractions and challenges faced due to the lengthy takeover

activity and corporate transactions.

At the beginning of the year, the Committee set challenging metrics for the Executive Directors and reviewed the approach to calibrating

performance targets, Following this review, the Committee determined to increase the level of stretch within the targets such that the level

of performance required to achieve maximum payouts under the financial targets was to exceed target by 10%. This was an increase on the

approach taken in 2021 which required a 5% outperformance of target to achieve maximum payout.

Cognisant of consensus forecasts for EBITDA (€331 million), the Committee set target EBITDA (equivalent to a 50% payout under the EBITDA

element) at €365 million (10% above consensus), and maximum payout for delivering 110% of target EBITDA of €401.5 million (21% above

consensus). Similarly, with consensus forecasts for cash generation being €284 million, the target cash generation was set at €307 million, and

maximum payout at €338 million. EBITDA and cash generation was €405.6 million and €396.9 million respectively, which resulted in a maximum

payout under both the EBITDA andcash generation elements of the bonus.

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The non-financial performance targets (representing 30% of the total

bonus potential) were selected to underpin key strategic objectives

of the Group aligned with the business strategy. The Group made

good progress against many of the key strategic and operational

objectives set at the beginning of the year. The CEO was tasked with

completing the disposal of the Finalto business (2.5%), accelerating

the performance and market positioning of the LATAM business

(5%), continuing to drive the digital growth/channel shift in Snaitech

to improve the quality of earnings and therefore value (7.5%), and

accelerating Playtech’s position in the rapidly growing market in

the United States (5%). The former CFO was tasked with improving

the structure and efficiency of the balance sheet (10%), supporting

the CEO on certain strategic initiatives (5%), and to commence the

overview of the business integration and efficiency plan to drive

material cost efficiencies and additional cash generation in 2023

andparticularly 2024 (5%).

In addition, for both the CEO and former CFO, 10% (out of the 30%

potential for non-financial performance measures) was allocated

towards ESG targets. This was a new criteria introduced in 2022, and

is being extended to all members of the senior management team in

2023. These were:

• Safer gambling – continued uptake and development of Playtech

Protect solutions and safer gambling features.

• Environment – continued progress towards our stated emissions

reduction target of 40% scope 1 and 2 emissions target by 2025

(on a 2018 baseline) and supply chain emissions reduction as

compared to a 2020 baseline.

• DEI targets – annual progress towards increasing female leadership

to 35% from a 2021 baseline.

• Reputation, ethics and Compliance – no new material ESG, ethical

or compliance breaches resulting in significant reputational damage

for the Group.

In particular, the Committee took account of the CEO’s exceptional

leadership and social responsibility in facing the ongoing Ukraine

crisis. Playtech has over 700 employees (10%+ of the global

workforce) in Ukraine, and, before and during the invasion, Playtech’s

Crisis Management Group has worked 24/7 to look after our

workforce, provide relocation opportunities to adjacent countries and

provide humanitarian support whilst ensuring the business continues

to operate. The Committee is proud of Playtech’s response to this

awful situation. Finally, it should be noted that the above has been

achieved against the backdrop of continued corporate activity and

takeover approaches which have understandably consumed large

amounts of management time, whilst continuing to deliver record

financial results.

In this context and recognising the significant progress made in

respect of the key strategic, operational and ESG objectives of the

Company, the Committee determined to pay a maximum bonus in

respect of these objectives. When combined with the maximum

payout achieved under the financial targets, the overall bonus payout

for the CEO and former CFO was 100% of maximum.

This amounted to £1.6 million (2021: £1.6m) for the CEO, £613k

(2021:£549k) for the former CFO. As set out in Chair’s statement, the

Remuneration Committee determined to not pro-rate the bonus for

the former CFO in recognition that he was actively employed during

the whole financial year, in reflection of the Board’s request to remain

in the business to support an orderly transition.

No bonus was payable to the new CFO in respect of the one month

ofthe year served as a Director.

In line with the Policy, 33.3% of these payments will be deferred into

shares for two years for the CEO. In light of the exceptional Company

performance and Andrew Smith’s commitment to the Company until

the year end, the Committee determined that the annual bonus would

be paid in cash for the former CFO.

The Committee is satisfied that the annual bonus payments to

Executive Directors are a fair reflection of corporate and individual

performance during the year.

LTIP vesting in the year

The LTIP awards granted in October 2020 will vest subject to an EPS performance condition (measured over a three-year period from 1 January

2020 to 31 December 2022) and relative TSR performance conditions (measured over a three-year period from 26 October 2020 to 25 October

2023). Based on performance to 31 December 2022, the outcome is expected to be as follows:

Weighting

% of award vesting for

threshold performance Threshold performance Maximum performance Actual performance

Outcome

(% of maximum)

Relative TSR – FTSE 250 index

(excluding investment trusts)

(Estimate as at 31 December 2022)

37.5% 25% 0.3% (median) 32.9%

(upper quartile)

42.9% 100%

Relative TSR – bespoke

(Estimate as at 31 December 2022)

37.5% 25% 52.9% (median) 60.9%

(upper quartile)

Adjusted Diluted EPS (Final) 25% 25% 36 Euro cents 51.5 Euro cents 93.38%

Tot al 100% 60.85%

1 The bespoke peer group for the 2020 LTIP awards consisted of 888 Holdings plc, Betsson AB (B shares), Entain plc, International Game Technology plc, Gamesys Group plc, Kindred Group plc, Greek

Organization of Football Prognostics S.A. (OPAP S.A.), Flutter Entertainment plc, Rank Group plc, Sportech plc and William Hill plc.

Awards for Mor Weizer and Andrew Smith vested on 1 March 2022 as follows:

Director Original number of awards granted Number of awards vested Total value

Total value due to share price

appreciation

Mor Weizer 546,000 332,216 £1,690,979 £474,072

Andrew Smith 81,900 49,832 £253,645 £71,110

1 Based on the share price of £5.09 as at 31 December 2022.

2 Calculated as the share price on 31 December 2022 of £5.09 less the share price on the date of grant of £3.663.

The awards are also subject to a two-year retention period post vesting.

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Annual report on remuneration continued

LTIP vesting in the year continued

As part of the settlement agreement with Andrew Smith, the Committee determined to settle the in-flight 2022 LTIP award via a cash payment

of £208,857, based on the time pro-ration between the grant date and the end of his notice period. The Committee determined that this was

appropriate as the granting of the award was delayed from the normal timescales as a result of continued corporate activity that resulted in a

close period of over 12 months.

One-off award approved by shareholders in 2019

Tranche Number of awards granted Share price target Performance period (years) Share price target achieved Vesting date

A 300,000 £6.00 3 Yes 26/11/2021

B 400,000 £7.00 3 Ye s 14/12/2021

C 500,000 £8.00 3 No Lapsed

D 700,000 £12.00 5 No N/A

Accordingly, tranche C lapsed during the year as a result of the share price target of £8.00 not being met. Tranche D has until 19 December 2024

to be achieved.

LTIP awards (audited)

On 19 August 2022 the following awards were made to the Executive Directors (including Chris McGinnis prior to his appointment as a Director)

under the LTIP:

Director Type of award Total number of awards Aggregate market value (£)

Mor Weizer Nil cost option 351,724 1,632,000

Andrew Smith Nil cost option 144,041 668,350

Chris McGinnis Cash-based award — 300,000

Awards represented 200% of salary for Mor Weizer and 150% of salary for Andrew Smith based on a share price on grant of 464 pence.

Therehas been no change in the exercise price or date since the awards were granted.

The 2022 LTIP awards for Mor Weizer and Andrew Smith are subject to the following performance conditions:

Measure Weighting

% of award vesting

for threshold

performance Threshold Maximum Performance period

EPS growth 25% 0% 10% p.a. compounded 15% p.a. compounded 01.01.2022-31.12.2024

Relative TSR – FTSE 250

(excludinginvestment trusts)

37.5% 25% Median of the

comparator group

Upper quartile of the

comparator group

19.08.2022-18.08.2025

Relative TSR – Bespoke Peer Group

37.5% 25% Median of the

comparator group

Upper quartile of the

comparator group

19.08.2022-18.08.2025

1 The bespoke peer group for the 2022 LTIP awards consisted of 888 Holdings plc, Aristocrat Leisure Limited, Betsson AB (B shares), DraftKings A, Entain plc, Evolution AB, Flutter Entertainment plc,

International Game Technology plc, Kindred Group plc, Light & Wonder inc, Greek Organization of Football Prognostics S.A. (OPAP S.A.), and Rank Group plc.

For Chris McGinnis, the award is subject to the following performance conditions:

Measure Weighting

% of award vesting

for threshold

performance Threshold Maximum Performance period

Adjusted EBITDA growth 25% 0% 10% p.a. compounded 15% p.a. compounded 01.01.2022-31.12.2024

Relative TSR – FTSE 250

(excludinginvestment trusts)

37.5% 25% Median of the

comparator group

Upper quartile of the

comparator group

19.08.2022-18.08.2025

Relative TSR – Bespoke Peer Group

37.5% 25% Median of the

comparator group

Upper quartile of the

comparator group

19.08.2022-18.08.2025

1 As set out above.

For performance between threshold and maximum, vesting will be determined on a straight-line basis. Any vesting will further be dependent on the

Committee ensuring that the level of TSR performance achieved is consistent with the underlying performance of Playtech over the performance period.

Leaving arrangements for former CFO

Andrew Smith stepped down from the Board at the end of November 2022, and had contributed fully to the record performance of the business

in the year.

The Board wanted Chris McGinnis to be appointed as the CFO at the end of November 2022 to allow him time to be fully prepared for the year

end. However, the Board asked Andrew Smith to remain involved in the business during December, and to be available to the business in the

first half of 2023 (during his six-month notice period) to assist in an orderly transition at this important time for year-end financial reporting and

controls. As a consequence, when assessing the compensation for loss of office, the Remuneration Committee treated Andrew Smith as giving

his notice on 31 December 2022 and being available for work during his notice period.

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The Remuneration Committee determined the following treatment

tohis variable remuneration.

2022 annual bonus

As Andrew Smith actively worked for the whole of the financial

year due to providing ongoing support during December 2022, the

Remuneration Committee determined that he would be entitled to

a full year’s annual bonus with no time pro-ration to reflect his time

served during the year as a Director. Following the normal assessment

of performance, Andrew Smith received an annual bonus payment of

£668,351, of which £55,696 (1 month) was in respect of the period of

employment whilst not a Director.

2020 LTIP

The in-flight LTIP award that was granted in October 2020 will

vest in accordance with the normal timescales and be subject to

performance. Given that the granting of these awards was delayed

from the usual grant date in March due to the Remuneration

Committee pausing the grant due to the impact of COVID-19, it was

agreed that the time pro-rating for this award would be disapplied as

Andrew Smith will have served a full three-year term based on the

normal LTIP grant cycle, taking into account his notice period.

In addition, as part of the settlement agreement, it was agreed that

the 2020 LTIP award would be underpinned to vest at least equal

to two thirds of maximum for Andrew Smith, cognisant of an interim

assessment of performance as at the date of his stepping down from

the Board (c.92% of maximum vesting).

The value of this award at vesting will be disclosed in the 2023

Directors’ Remuneration Report.

Compensation for Loss of Office

The Compensation for Loss of Office is set out below:

• £222,783 in respect of salary between 1 December 2022 and

31May 2023, of which £185,653 relates to the financial year

ending31 December 2023.

• £45,690 in respect of pension and benefits between 1 December 2022

and 31 May 2023, of which £38,074 relates to the financial year

ending 31 December 2023.

• £37,131 payable on 31 May 2023 in respect of the employee’s loss

ofemployment rights.

No payments other than those set out above were made to past

Directors in 2022.

Implementation of Policy for 2023

This section sets out the proposed implementation of the Directors’

Remuneration Policy in 2023. The proposed implementation does

not contain any deviations from the Directors’ Remuneration Policy

approved by shareholders at the 2021 AGM.

Salary and fee review

As stated last year, salary reviews for the Executive Directors take

place at the beginning of the calendar year as this will result in the

alignment of salary reviews with the Company’s financial year.

Accordingly, the Committee reviewed the salary for Mr Weizer, and

it was decided that Mr Weizer would receive a salary increase of

3.5%, effective from 1 January 2023. The average salary increase for

2023 awarded to those employees across the UK workforce who

were eligible for a salary increase was 8.1%. As stated previously,

Mr McGinnis, who was appointed CFO on 28 November 2022, did

not receive a salary increase on 1 January 2023, but will receive an

increase to £400,000 on 1 July 2023. He will then not receive an

increase until 1 January 2025.

The Committee has commissioned a market benchmarking exercise

for all of the roles within its remit, including those in the wider senior

management team, and will reflect on the results of this as well as pay

and conditions across the wider workforce when considering any

further amendments to salary levels next year.

It was also determined that the fee for the Chairman should increase

by 3.5%, in line with the CEO and significantly below the 8.1% average

salary increase awarded to those employees across the UK workforce

who were eligible for a salary increase. The Board decided that

the fees for the Non-executive Directors and Senior Independent

Director should be increased, proportionate with the increased time

commitment of these roles to reflect their close involvement in improved

business performance, with improved oversight in the running of the

business and focus on improving governance across the business,

committees and global regulation. The Board wanted to maintain the

current high level of engagement of the NEDs in the business, both in

the UK and overseas, and to stop the payment of additional fees for

additional time spent, except in exceptional circumstances.

As such, the current basic salary levels of the Executive and Non-

executive Directors from 1 January 2023 (together with the Euro

equivalent at 31 December 2022 based on the exchange rate between

Sterling and Euro used in the accounts) are:

• Mor Weizer: £844,560 (€971,515);

• Chris McGinnis: £350,000 (€402,612).

• Chairman: £350,000 (€402,612);

• Non-executive Director base fee: £140,000 (€160,771);

• Additional Committee Chair fee: £15,000 (€17,255); and

• Senior Independent Director fee: £160,000 (€184,051).

Benefits

Benefit will continue to be in line with the approved Policy.

Pension

The pension contributions to Executive Directors will be 7.5% of salary,

which is in line with the wider workforce.

Annual bonus

The annual bonus opportunity will remain unchanged at 200% of

salary for the CEO and 150% of salary for the CFO.

For 2023, bonuses for the Executive Directors will be based on

thefollowing:

Weighting Performance target

Adjusted EBITDA 50% Commercially conﬁdential

Cash ﬂow 20% Commercially conﬁdential

Non-ﬁnancial and strategic

objectives

30% Commercially conﬁdential

The Adjusted EBITDA and cash flow targets have been set above

City consensus in line with the business plan. Maximum payout for

achieving the financial targets has been set for achieving 110% of the

stretching target level. The Committee considers the precise targets

to be commercially confidential at this time, but these will be disclosed

retrospectively in next year’s Annual Report on Remuneration.

Following the successful introduction of ESG measures in 2022, the

Committee has again set ESG measures for the 2023 bonus, including

measures relating to safer gambling, diversity and reduction of the

Company’s Scope 1, Scope 2 and supply chain emissions.

The level of bonus payable by reference to the financial performance

of the Company will be determined on a sliding scale. There will be

retrospective disclosure of the targets and performance in next

year’s report.

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Annual report on remuneration continued

Implementation of Policy for 2023 continued

Annual bonus continued

The annual bonus will be subject to recovery and withholding provisions in relation to material misstatement, gross misconduct, or material

error in calculation, for a serious reputational event and in the event of corporate failure. These provisions will apply for a period of three years

after payment.

In line with the proposed Policy, 33.3% of any bonus earned will be payable in deferred shares.

Long Term Incentive Plan (LTIP)

In line with the normal schedule, the Committee intends to grant LTIP awards this year at 200% of salary for the CEO and 150% for the CFO.

Awards made to Executive Directors will vest on the third anniversary of grant subject to (i) participants remaining in employment (other than in

certain “good leaver” circumstances) and (ii) achievement of challenging performance targets. The awards will be subject to relative TSR and

adjusted EPS performance. Full details of the performance targets will be disclosed at the time the awards are made and will be in line with the

current Remuneration Policy.

Any vesting will also be dependent on the Committee ensuring that the level of performance achieved is consistent with the underlying financial

performance of Playtech over the performance period.

LTIP awards will be subject to a two-year retention period post vesting.

LTIP awards will be subject to recovery and withholding provisions in relation to material misstatement, gross misconduct or material error

in calculation, for a serious reputational event and in the event of corporate failure. These provisions will apply for a period of three years

post vesting.

Dilution limits

All of the Company’s equity-based incentive plans incorporate the current Investment Association Guidelines on headroom which provide that

overall dilution under all plans should not exceed 10% over a ten-year period in relation to the Company’s issued share capital (or reissue of

treasury shares), with a further limitation of 5% in any ten-year period for executive plans. The Committee monitors the position and prior to the

making of any award considers the effect of potential vesting of options or share awards to ensure that the Company remains within these limits.

Any awards which are required to be satisfied by market purchased shares are excluded from such calculations. As at 31 December 2022 we

hold 2,937.550 Treasury Shares. As at 1 January 2022, we held 2,937,550 shares in Treasury.

Review of performance

The following graph shows the Company’s total shareholder return (TSR) performance over the past ten years; the Company’s TSR is compared

with a broad equity market index. The index chosen here is the FTSE 250, which is considered the most appropriate published index.

The Remuneration Committee believes that the Remuneration Policy and the supporting reward structure provide a clear alignment with

thestrategic objectives and performance of the Company. To maintain this relationship, the Remuneration Committee constantly reviews

thebusiness priorities and the environment in which the Company operates. The table below shows the total remuneration of Mor Weizer

overthe last ten years and annual variable and long-term incentive pay awards as a percentage of the plan maxima.

300

250

200

150

100

Dec 12 Dec 13 Dec 14 Dec 15 Dec 16 Dec 17 Dec 18 Dec 19 Dec 20 Dec 21 Dec 22

Playtech FTSE 250

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Remuneration Report

Remuneration of the CEO

(Mor Weizer) 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022

Total remuneration

(€’000) 1,381 1,740 2,449 2,346 4,192 2,055 2,931 1,905 10,802 4,950

Annual bonus (% of

maximum) 100% 100% 87.5% 100% 93% 25% 65% 24% 100% 100%

LTIP vesting (% of

maximum)

— — — — 70% 22% — — 46.16% 60.9%

1 As disclosed above, the LTIP award granted in 2020 is based on relative TSR performance until 25 October 2023, and therefore this figure represents the known EPS vesting and an estimate of the

relative TSR vesting as at 31 December 2022.

Percentage change in remuneration of Directors compared with employees

The following table sets out the percentage change in the salary/fees, benefits and bonus for each Director from 2020 to 2022 compared with

the average percentage change for employees. All percentages are calculated based on the GBP value of pay, as this reflects how pay is set,

ignoring the impact of exchange rate fluctuations. The increases, as detailed in this Report, reflect the additional time spent on the business

during the intense period of activity during the last two years.

Salary/fees Beneﬁts Bonus

2019 to 2020 2020 to 2021 2021 to 2022 2019 to 2020 2020 to 2021 2021 to 2022 2019 to 2020 2020 to 2021 2021 to 2022

Executive Directors

Mor Weizer 0% -20.0% +2.0% +31.6%

-1.6% +10.5% -63.1% +233.3% +2.0%

Andrew Smith +2.5% +0% -5.1%

+75.3% -41.0% -5.2% -64.3% +254.2% +11.6%

Chris McGinnis N/A N /A N/A N/A N/A N/A N/A N/A N/A

Non-executive Directors

2,5

Brian Mattingley N/A N/A +69.6%

N/A N/A N/A N/A N/A N/A

Ian Penrose +2.5% +116.7% +12.3% N/A N/A N/A N/A N/A N/A

Anna Massion +2.5% +114.4% +9.2% N/A N/A N/A N/A N/A N/A

John Krumins +2.5% +114.4% +9.2% N/A N/A N/A N/A N/A N/A

Linda Marston-Weston N/A N/A +260.0%

N/A N/A N/A N/A N/A N/A

Wider workforce

Average employee – UK based +2.7% +4.5% +11% +6% +0.8% +9.4% +22% -15.6% +83%

1 Playtech plc has no employees. The UK workforce was chosen as a comparator group as the Remuneration Committee looks to benchmark the remuneration of the Chief Executive Officer with

reference mainly to the UK market (albeit that he has a global role and responsibilities, and remuneration packages across the Group vary widely depending on local market practices and conditions).

2 The percentage change figures shown above between 2020 and 2021 for the Non-executive Directors have been updated to reflect additional fees paid during 2022 in respect of additional time

commitment during 2021.

3 The increase in the value of Mor Weizer’s benefits was due to the provision of a fully expensed company car.

4 The decrease in the value of Andrew Smith’s salary was due to him stepping down from the Board during the year.

5 The increase for the Non-executive Directors reflects additional fees paid in respect of the significant additional work performed in the year.

6 The increase in the value of Brian Mattingley and Linda Marston-Weston’s fees was due to their appointment to the Board part way through 2021.

Pay ratio information in relation to the total remuneration of the Director undertaking the role of Chief

Executive Officer

The table below compares the single total figure of remuneration for the Chief Executive Officer with that of the Group employees who are paid

at the 25th percentile (lower quartile), 50th percentile (median) and 75th percentile (upper quartile) of its UK employee population between

2019 and 2022:

Year Methodology 25th percentile pay ratio Median pay ratio 75th percentile pay ratio

2022 Method A 114:1 75:1 51:1

2021 Method A 229:1 160:1 107:1

2020 Method A 43:1 31:1 21:1

2019 Method A 73:1 52:1 35:1

The employees included are those employed on 31 December 2022 and remuneration figures are determined with reference to the financial

year to 31 December 2022. The CEO is paid in GBP Sterling and the ratios have been calculated using the CEO’s 2022 total single figure of

remuneration expressed in GBP Sterling (£4.28 million).

Option A, as set out under the reporting regulations, was used to calculate remuneration for 2022, in line with the approach taken in 2021,

aswebelieve that that is the most robust methodology for calculating these figures.

The value of each employee’s total pay and benefits was calculated using the single figure methodology consistent with the CEO, with the

exception of annual bonuses, where the amount paid during the year was used (i.e. in respect of the 2021 financial year) as 2022 employee

annual bonuses had not yet been determined at the time this report was produced. No elements of pay have been omitted. Where required,

remuneration was approximately adjusted to be on a full-time and full-year equivalent basis based on the employee’s contracted hours and

theproportion of the year they were employed.

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Remuneration Report

Annual report on remuneration continued

Pay ratio information in relation to the total remuneration of the Director undertaking the role of Chief Executive

Officer continued

The table below sets out the salary and total pay and benefits for the three quartile point employees:

25th percentile 50th percentile 75th percentile

Salary

Total pay

and beneﬁts Salary

Total pay

and beneﬁts Salary

Total pay

and beneﬁts

2022 £33,000 £37,728 £55,000 £56,860 £75,769 £83,813

The Committee considers that the median CEO pay ratio is consistent with the relative roles and responsibilities of the CEO and the identified

employee. Base salaries of all employees, including our Executive Directors, are set with reference to a range of factors including market

practice, experience and performance in role. The CEO’s remuneration package is weighted towards variable pay (including the annual bonus

and LTIP) due to the nature of the role, and this means the ratio is likely to fluctuate depending on the outcomes of incentive plans in each year.

The Committee also recognises that, due to the flexibility permitted within the regulations for identifying and calculating the total pay and benefits

for employees, as well as differences in employment and remuneration models between companies, the ratios reported above may not be

comparable to those reported by other companies.

Relative importance of spend on pay

The following table sets out the amounts paid in share buybacks and dividends, and total remuneration paid to all employees:

Payouts

2022

€’ m

2021

€’ m

Change

Dividends — — 0%

Share buybacks — — 0%

Total employee remuneration

435.0 384.6 +13.1%

1 Total employee remuneration for continuing and discontinued operations includes wages and salaries, social security costs, share-based payments and pension costs for all employees, including

the Directors.

Directors’ interests in ordinary shares (audited)

Director

Ordinary shares

Share awards and share options

31 December

Total interests at

December 20222022 2021 2022 2021

Executive Directors

2,3,4,7

Mor Weizer

1,5

332,050 277,550 2,863,949 3,012,225 3,195,999

Andrew Smith

5,6

55,143 84,875 256,113 324,550 311,256

Chris McGinnis 5,000 5,000 81,900 122,963 86,900

Non-executive Directors

Brian Mattingley — — — — —

Ian Penrose 17,500 17,500 — — 17,500

Anna Massion 32,000 32,000 — — 32,000

John Krumins 18,000 10,000 — — 18,000

Linda Marston-Weston — — — — —

1 The CEO’s share ownership is 207% of salary based on the closing share price of 509 pence on 31 December 2022.

2 Share options are granted for nil consideration.

3 These options were granted in accordance with the rules of the Playtech Long Term Incentive Plan 2012 or the Playtech Long Term Incentive Plan 2022 (the “Option Plans”). Options under the Option

Plans are granted as nil cost options and in the case of Executive Directors exclusively, the options vest and become exercisable on the third anniversary of the notional grant date. Unexercised

options expire ten years after the date of grant, unless the relevant employee leaves the Group’s employment, in which case the unvested options lapse and any vested options lapse three months

after the date that the employment ends.

4 No LTIP awards were granted in 2021.

5 Mr Weizer and Mr Smith were each granted an award in 2022 over 351,724 and 144,041 shares respectively. The Adjusted EPS performance condition is based over the financial year ending

31December 2024, whilst the relative TSR performance conditions are based over the period of 19 August 2022 to 18 August 2025 with normal vesting scheduled for 18 August 2025. As set

outonpage 122, the awards granted to Mr Smith lapsed on cessation as part of the settlement agreement.

6 The figures for Mr Smith have been illustrated at the date at which he stepped down from the Board (28 November 2022).

7 There was no movement in share interests between 31 December 2022 and the date of publication.

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Remuneration Report

Role and membership

The Remuneration Committee is currently comprised entirely of three independent Non-executive Directors as defined in the Code. Ian Penrose

chairs the Committee, and the other members are Linda Marston-Weston and Anna Massion.

Details of attendance at the Remuneration Committee meetings are set out on page 101 and their biographies and experience on pages 96 to 97.

The Committee operates within agreed terms of reference detailing its authority and responsibilities. The Committee’s terms of reference are

available for inspection on the Company’s website, www.playtech.com, and include:

• determining and agreeing the Policy for the remuneration of the CEO, the CFO, the Chairman and other members of the senior

management team;

• reviewing the broad Policy framework for remuneration to ensure it remains appropriate and relevant;

• reviewing the design of and determining targets for any performance-related pay and the annual level of payments under such plans;

• reviewing the design of and approving any changes to long-term incentive or option plans; and

• ensuring that contractual terms on termination and payments made are fair to the individual and the Company and that failure is not rewarded.

The Remuneration Committee also considers the terms and conditions of employment and overall remuneration of Executive Directors, the

Company Secretary and members of the senior management team and has regard to the Company’s overall approach to the remuneration of all

employees. Within this context the Committee determines the overall level of salaries, incentive payments and performance-related pay due to

Executive Directors and senior management. The Committee also determines the performance targets and the extent of their achievement for

both annual and long-term incentive awards operated by the Company and affecting the senior management. In order to manage any potential

conflicts of interest, no Director is involved in any decisions as to his/her own remuneration.

The Remuneration Committee takes advice from both inside and outside the Group on a range of matters, including the scale and composition

of the total remuneration package payable to people with similar responsibilities, skills and experience in comparable companies, sectors and

geographies that have extensive operations inside and outside the UK. A benchmarking exercise of the highest paid 20 individuals has recently

been undertaken, to provide assurance that the remuneration levels and structures remain appropriate.

During the year the Remuneration Committee received assistance and advice from the Company Secretary, Brian Moore (who is also secretary

to the Committee).

The Remuneration Committee has a planned schedule of at least three meetings throughout the year, with additional meetings and zoom calls

held when necessary. During 2022, the Committee met ten times, addressing a wide variety of issues, including:

Month Principal activity

January and February

• Review of bonus and other incentivisation arrangements in relation to Executive Directors and

members of senior management

• Review of pay increases for 2022

• Consideration of ongoing corporate takeover activity on staff morale and incentivisation with the

ongoing close period and uncertain future

May, June and July

• Consideration of voting at AGM

August, September

and October

• Discussions to introduce ESG component to senior management team bonuses

• Review of long-term bonus proposals for over 400 members of the team

• Consideration of remuneration package for the incoming CFO, and the terms of the compensation for

loss of office of the former CFO

November and December • Review of long-term financial and bonus targets for Snaitech in Italy

• Consideration of remuneration matters for 2023

External advisers

As a result of PricewaterhouseCoopers LLP’s (PwC’s) appointment as reporting accountant in relation to Finalto during 2020, the firm stood

down as independent adviser to the Committee. Following the completion of the sale of Finalto in 2022, later in 2022 PwC were reappointed as

the independent adviser to the Committee. PwC is a member of the Remuneration Consultants Group and, as such, voluntarily operates under

the code of conduct in relation to executive remuneration consulting in the UK. Total fees for advice provided to the Committee were £69,200 on

a time and materials basis.

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Remuneration Report

Annual report on remuneration continued

Engagement with shareholders and shareholder voting

At the 2022 AGM the total votes received in favour of resolution for

the Remuneration Report were 69.67%. Following the AGM and

throughout the year during the takeover period and discussions, the

Group has continued to engage with shareholders. The principal

reason given by those shareholders who were unable to support

the resolutions related to payouts under the one-off equity incentive

scheme approved in 2019. Shareholders were more supportive of the

changes to remuneration implemented since 2021 and therefore the

Committee has not made any changes to how it operates the ongoing

Remuneration Policy during 2022.

The Directors’ Remuneration Policy and the Directors’ Annual Report

on Remuneration were each subject to a shareholder vote at the AGM

held on 26 May 2021 and 30 June 2022 respectively, the results of

which were as follows:

For Against Withheld

Approval of

Remuneration Report

166,001,674

(69.67%)

72,258,663

(30.33%)

107,756

Approval of

Remuneration Policy

177,453,581

(75.47%)

57,668,932

(24.53%)

155,838

Engagement with the wider workforce

With respect to employee engagement, the Board and Chairman of

the Remuneration Committee engages with the COO of B2B, the CEO

of Snaitech and Global Head of Human Resources on strategic and

operational issues affecting and of interest to the workforce, including

remuneration, talent pipeline and diversity and inclusion. The COO

and CEO are standing attendees at the Board meetings. In addition,

the Company has established a Speak Up hotline, which enables

employees to raise concerns confidentially and independently of

management. Any concerns raised are reported into the Head of

Legal and Head of Compliance for discussion and consideration by

the Risk Committee. The Board considers the current mechanisms

appropriate for understanding and factoring in stakeholder concerns

into plc level decision making. However, the Board will assess whether

additional mechanisms can strengthen its understanding and

engagement of stakeholder concerns in the future.

Specifically, wide-ranging discussions were held around

remuneration, reviewing benchmarking data about the

competitiveness of Playtech’s basic pay levels compared to peer

groups and geographies. Bonus targets and quanta were reviewed to

continue to improve the alignment of individual and Group operating

and strategic performance. The Committee also took the opportunity

to consider the list of team members who historically have been

eligible for an LTIP grant, to ensure that this element of aligning

employee and shareholder interests remains appropriate. There

was significant engagement around the wide-ranging implications

of the Takeover Offer by Aristocrat for the Company, the subsequent

corporate activity around other potential acquirers, and also around

the uncertainties created for the business and its employees by the

numerous items of corporate activity that affected the Company

throughout much of 2021 and 2022.

Furthermore, and working in conjunction with the ESG Committee,

several discussions were held reviewing the Company’s approach to

diversity and inclusion, followed by setting the Company goals and

targets in this area.

During 2022, the Board discussed, reviewed and engaged on a

number of stakeholder issues. The material stakeholder topics

discussed by the Board in 2022 included:

• executive compensation and pay;

• environmental, social and governance matters;

• developing the business in markets;

• corporate governance;

• diversity;

• inclusion and gender pay gap and regulatory and compliance

developments;

• safer gambling;

• data protection;

• environment;

• anti-money laundering and anti-bribery and corruption;

• human rights and modern slavery;

• responsible supply chain and procurement; and

• commercial developments with B2B licensees and third parties.

By order of the Board

Ian Penrose

Chair of the Remuneration Committee

23 March 2023

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Remuneration Report

Directors’ report

The Directors are pleased to present to shareholders their

report and the audited financial statements for the year ended

31December 2022.

The Directors’ Report should be read in conjunction with the

other sections of this Annual Report: the Strategic Report,

including Responsible Business and Sustainability Report and the

Remuneration Report, all of which are incorporated into this Directors’

Report by reference.

The following also form part of this report:

• the reports on corporate governance set out on pages 94 to 134;

• information relating to financial instruments, as provided in the

notesto the financial statements; and

• related party transactions as set out in Note 36 to the financial

statements.

Annual Report and Accounts

The Directors are aware of their responsibilities in respect of the

Annual Report. The Directors consider that the Annual Report,

taken as a whole, is fair, balanced and understandable and provides

the information necessary for shareholders to assess the Group’s

performance, business model and strategy. The Statement of

Directors’ Responsibilities appears on page 134.

Principal activities and business review

The Group is the gambling industry’s leading technology company

delivering business intelligence-driven gambling software, services,

content and platform technology across the industry’s most popular

product verticals, including casino, live casino, sports betting, virtual

sports, bingo and poker. It is the pioneer of omni-channel gambling

technology through its integrated platform technology. As of June

2018, through the acquisition of Snaitech, the Group directly owns

and operates a leading sports betting and gaming brand in online and

retail in Italy.

Finalto

In September 2021, the Company announced that it had entered into

an agreement with a purchaser, an investment vehicle incorporated

in the Cayman Islands, to dispose of the Group’s Financials Division,

named Finalto (formerly TradeTech Group) business for a total

consideration of $250 million. The resolution to sell the Finalto

business was put to shareholders on 1 December 2021 and was duly

passed. In July 2022, the Company announced the completion of an

all-cash sale of Finalto to Gopher Investments for an enterprise value

of $250 million.

Playtech plc is a public listed company, with a premium listing on the

Main Market of the London Stock Exchange. It is incorporated in the

Isle of Man and domiciled in the UK.

The information that fulfils the requirement for a management report

as required by Rule 4.1.5 of the Disclosure Guidance and Transparency

Rules applicable to the Group can be found in the Strategic Report

on pages 2 to 92 which also includes an analysis of the development,

performance and position of the Group’s business. A statement of the

key risks and uncertainties facing the business of the Group at the end

of the year is found on pages 85 to 90 of this Annual Report and details

of the policies and the use of financial instruments are set out in Note 5

to the financial statements.

Directors and Directors’ indemnity

The Directors of the Company who held office during 2021 and to

date are:

Appointed Resigned

Brian Mattingley 01.06.2021 —

Mor Weizer 02.05.2007 —

Andrew Smith 10.01.2017 28.11.2022

Ian Penrose 01.09.2018 —

Anna Massion 02.04.2019 —

John Krumins 02.04.2019 —

Linda Marston—Weston 01.10.2021 —

Chris McGinnis 28.11.2022 —

Samy Reeb 04.01.2023 —

All of the current Directors will stand for election and/or re-election at

the forthcoming Annual General Meeting to be held on 24 May 2023.

Save as set out in Note 36 to the financial statements, no Director

had a material interest in any significant contract, other than a service

contract or contract for services, with the Company or any of its

operating companies at any time during the year.

The Company also purchased and maintained throughout 2022

Directors’ and Officers’ liability insurance in respect of itself and

itsDirectors.

Corporate governance statement

The Disclosure Guidance and Transparency Rules require certain

information to be included in a corporate governance statement in

the Directors’ Report. Information that fulfils the requirements of the

corporate governance statement can be found in the Governance

Report on pages 94 to 134 and is incorporated into this report by reference.

Disclaimer

The purpose of these financial statements (including this report) is to

provide information to the members of the Company. The financial

statements have been prepared for, and only for, the members of

the Company, as a body, and no other persons. The Company, its

Directors and employees, agents and advisers do not accept or

assume responsibility to any other person to whom this document is

shown or into whose hands it may come and any such responsibility or

liability is expressly disclaimed.

The financial statements contain certain forward-looking statements

with respect to the operations, performance and financial condition of

the Group. By their nature, these statements involve uncertainty since

future events and circumstances can cause results and developments

to differ materially from those anticipated. The forward-looking

statements reflect knowledge and information available at the date

of preparation of these financial statements and the Company

undertakes no obligation to update these forward-looking statements.

Nothing in this document should be construed as a profit forecast.

Results and dividend

The results of the Group for the year ended 31 December 2022 are

set out on pages 144 to 215. The Company is not recommending the

payment of a final dividend for the year ended 31 December 2022.

Thissituation will be reviewed throughout 2023.

129

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Governance Report

Directors’ report continued

Going concern, viability, responsibilities and disclosure

The current activities of the Group and those factors likely to affect its

future development, together with a description of its financial position,

are described in the Strategic Report. Critical accounting estimates

affecting the carrying values of assets and liabilities of the Group are

discussed in Note 6 to the financial statements.

The principal and emerging risks are set out in detail in the Strategic

Report on pages 85 to 90 together with a description of the ongoing

mitigating actions being taken across the Group. The Board carries

out a robust assessment of these risks on an annual basis, with

regular updates being presented at Board and Board Committee

meetings. These meetings receive updates from Finance, Legal,

Tax, Operations, Internal Audit, Regulatory and Compliance, Data

Protection, Human Resources, IT Security and Group Secretariat.

TheGroup maintains a risk register which is monitored and reviewed

on a continuous basis.

During 2022, the Board carried out an assessment of these principal

risks facing the Group, including those factors that would threaten its

future performance, solvency or liquidity. This assessment considered

the current situation around the potential impact of the Ukraine crisis.

This ongoing assessment forms part of the Group’s strategic plan.

After making appropriate enquiries and having regard to the

Group’s cash balances and normal business planning and control

procedures, to include a detailed analysis of various scenarios,

the Directors have a reasonable expectation that the Company

and the Group have adequate resources to continue in operational

existence and meet their liabilities for a period of at least 15 months

from the date of approval of the financial statements. In respect of

the viability assessment, the Directors reviewed a five-year forecast

considering the viability status for the period to December 2027 in

accordance with the Group’s five-year plan, which is considered

to be an appropriate period over which the Group can predict its

revenue, cost base and cash flows with a higher degree of certainty,

as opposed to more arbitrary forms of forecasts based solely on

percentage increases. Notwithstanding projected profitability over

the forecast period, the Directors have no reason to believe that the

Group’s viability will be threatened over a period longer than that

covered by the positive confirmation of long-term viability as per the

Viability Statement on pages 91 and 92. Given the above, the Directors

continue to adopt the going concern basis in preparing the accounts.

Significant shareholdings

As of 21 March 2023, the Company had been advised of the following

significant shareholders each holding more than 3% of the Company’s

issued share capital, based on 306,356,693 ordinary shares in issue

(excluding treasury shares of 2,937,550):

Shareholder % No. of ordinary shares

Interactive Brokers (EO) 6.23 19,081,076

Albula Investment Fund 5.42 16,594,432

Setanta Asset Management 4.99 15,307,229

TT Bond Partners 4.97 15,237,921

Future Capital Group 4.90 15,000,000

Paul Suen Cho Hung 4.61 14,115,010

Vanguard Group 4.50 13,784,973

Blackrock 3.89 11,925,947

Dr Choi Chiu Fai Stanley 3.75 11,517,241

Dimensional Fund Advisors 3.38 10,353,214

The persons set out in the table above have notified the Company

pursuant to Rule 5 of the Disclosure Guidance and Transparency

Rules of their interests in the ordinary share capital of the Company.

The Company has not been notified of any changes to the above

shareholders between 21 March 2023 and the date of this report.

Capital structure

As at 28 February 2023, the Company had 309,294,243 issued

shares of no-par value, of which 2,937,550 are held as treasury shares.

The Company has one class of ordinary share and each share carries

the right to one vote at general meetings of the Company and to

participate in any dividends declared in accordance with the articles

of association. No person has any special rights of control over the

Company’s share capital.

The authorities under the Company’s articles of association granted

at the last Annual General Meeting for the Directors to issue new

shares for cash and purchase its own shares remain valid until

the forthcoming Annual General Meeting when it is intended that

resolutions will be put forward to shareholders to renew the authority

for the Company to issue shares for cash and purchase its own shares.

Articles of association

The articles of association contain provisions similar to those which

are contained within the articles of association of other companies

in the gambling industry, namely to permit the Company to (i) restrict

the voting or distribution rights attaching to ordinary shares or (ii)

compel the sale of ordinary shares if a “Shareholder Regulatory

Event” (as defined in the articles of association) occurs. A Shareholder

Regulatory Event would occur if a holder of legal and/or beneficial

interests in ordinary shares does not satisfactorily comply with a

regulator’s request(s) and/or the Company’s request(s) in response

to regulatory action and/or the regulator considers that such

shareholder may not be suitable (a determination which in all practical

effects is at the sole discretion of such regulator), to be the holder of

legal and/or beneficial interests in ordinary shares. Accordingly, to the

extent a relevant threshold of ownership is passed, or to the extent any

shareholder may be found by any such regulator to be able to exercise

significant and/or relevant financial influence over the Company and

is indicated by a regulator to be unsuitable, a holder of an interest in

ordinary shares may be subject to such restrictions or compelled

to sell its ordinary shares (or have such ordinary shares sold on

its behalf).

Voting rights

Subject to any special rights or restrictions as to voting attached to

any shares by or in accordance with the articles of association, on a

show of hands every member who is present in person or by proxy

and entitled to vote has one vote and on a poll every member who

is present in person or by proxy and entitled to vote has one vote for

every share of which he is the holder.

Restrictions on voting

No member shall, unless the Board otherwise determines, be entitled

to vote at a general meeting or at any separate meeting of the holders

of any class of shares, either in person or by proxy, in respect of any

share held by him or to exercise any right as a member unless all

calls or other sums presently payable by him in respect of that share

have been paid to the Company. In addition, any member who having

been served with a notice by the Company requiring such member to

disclose to the Board in writing, within such reasonable period as may

be specified in such notice, details of any past or present beneficial

interest of any third party in the shares or any other interest of any kind

whatsoever which a third party may have in the shares, and the identity

of the third party having or having had any such interest, fails to do so

may be disenfranchised by service of a notice by the Board.

Transfer

Subject to the articles of association, any member may transfer all or

any of his or her certificated shares by an instrument of transfer in any

usual form or in any other form which the Board may approve. The

Board may, in its absolute discretion, decline to register any instrument

of transfer of a certificated share which is not a fully paid share or on

130

Playtech plc Annual Report and Financial Statements 2022

Governance Report

which the Company has a lien. The Board may also decline to register

a transfer of a certificated share unless the instrument of transfer is:

(i) delivered for registration to the registered agent, or at such other

place as the Board may decide, for registration; and (ii) accompanied

by the certificate for the shares to be transferred except in the case

of a transfer where a certificate has not been required to be issued

by the certificate for the shares to which it relates and/or such other

evidence as the Board may reasonably require to prove the title of the

transferor and the due execution by him of the transferor, if the transfer

is executed by some other person on his behalf, the authority of that

person to do so, provided that where any such shares are admitted to

AIM, the Official List maintained by the UK Listing Authority or another

recognised investment exchange.

Amendment of the Company’s articles of association

Any amendments to the Company’s articles of association may be

made in accordance with the provisions of the Isle of Man Companies

Act 2006 by way of special resolution.

Appointment and removal of Directors

Unless and until otherwise determined by the Company by ordinary

resolution, the number of Directors (other than any alternate Directors)

shall not be less than two and there shall be no maximum number

ofDirectors.

Powers of Directors

Subject to the provisions of the Isle of Man Companies Act 2006,

the memorandum and the articles of association of the Company

and to any directions given by special resolution, the business of the

Company shall be managed by the Board, which may exercise all the

powers of the Company.

Appointment of Directors

Subject to the articles of association, the Company may, by ordinary

resolution, appoint a person who is willing to act to be a Director, either

to fill a vacancy, or as an addition to the existing Board, and may also

determine the rotation in which any Directors are to retire. Without

prejudice to the power of the Company to appoint any person to be a

Director pursuant to the articles of association, the Board shall have

power at any time to appoint any person who is willing to act as a

Director, either to fill a vacancy or as an addition to the existing Board,

but the total number of Directors shall not exceed any maximum

number fixed in accordance with the articles of association. Any

Director so appointed shall hold office only until the next Annual

General Meeting of the Company following such appointment and

shall then be eligible for re-election but shall not be taken into account

in determining the number of Directors who are to retire by rotation at

that meeting.

Retirement of Directors

At each Annual General Meeting one-third of the Directors (excluding

any Director who has been appointed by the Board since the previous

Annual General Meeting) or, if their number is not an integral multiple of

three, the number nearest to one-third but not exceeding one-third shall

retire from office (but so that if there are fewer than three Directors who

are subject to retirement by rotation under this article one shall retire).

Removal of Directors

The Company may by ordinary resolution passed at a meeting called

for such purpose, or by written resolution consented to by members

holding at least 75% of the voting rights in relation thereto, remove any

Director before the expiration of his period of office notwithstanding

anything in the articles of association or in any agreement between

the Company and such Director and, without prejudice to any claim

for damages which he may have for breach of any contract of service

between him and the Company, may (subject to the articles) by

ordinary resolution, appoint another person who is willing to act as

a Director in his place. A Director may also be removed from office

by the service on him of a notice to that effect signed by all the

otherDirectors.

Significant agreements

There are no agreements or arrangements to which the Company

is a party that are affected by a change in control of the Company

following a takeover bid, and which are considered individually

significant in terms of their impact on the business of the Group

as a whole.

The rules of certain of the Company’s incentive plans include

provisions which apply in the event of a takeover or reconstruction.

Related party transactions

Details of all related party transactions are set out in Note 36 to the

financial statements. Internal controls are in place to ensure that any

related party transactions involving Directors, or their connected

persons are carried out on an arm’s length basis and are disclosed in

the financial statements.

Political and charitable donations

During the year ended 31 December 2022, the Group made charitable

donations of €2.7 million (2021: €6.0 million), primarily to charities that

fund research into, and for the treatment of, problem gambling but also

to a variety of charities operating in countries in which the Company’s

subsidiaries are based. In addition, the Group continues to support

our employees in Ukraine by meeting the costs for assistance during

evacuation and monthly living assistance since then.

The Group made no political donations during this period (2021: €Nil).

Sustainability and employees

Information with respect to the Group’s impact on the environment

and other matters concerning sustainability can be found on pages

46 to 77.

Employee engagement continues to be a top priority across the

Group and, in accordance with principle D of the Code, we are looking

at ways to increase engagement with our workforce and a further

update will be included in next year’s Annual Report. Various initiatives

involving our employees are set out in the Strategic Report on

pages 2 to 92 and in the statement dealing with our relationship with

stakeholders on pages 43 to 45.

Applications for employment by disabled persons are always fully

and fairly considered, bearing in mind the aptitude and ability of

the applicant concerned. The Group places considerable value

on the involvement of its employees and has continued to keep

them informed of matters affecting them as employees and on the

performance of the Group and has run information days for employees

in different locations across the Group during the year. Details of our

engagement with stakeholders are set out on pages 43 to 45. Some

employees are stakeholders in the Company through participation in

share option plans. Information provided by the Company pursuant to

the Disclosure Guidance and Transparency Rules is publicly available

via the regulatory information services and the Company’s website,

www.playtech.com.

Branches

The Company’s subsidiary Playtech Holdings Limited has established

a branch in Argentina. Playtech Software Limited (UK) has established

a branch in Gibraltar. Intelligent Gaming Systems Limited has

established a branch in Argentina. Quickspin AB has established a

branch in Malta. V.B. Video (Cyprus) Limited has established a branch

in Italy. VF 2011 Limited has established a branch in Gibraltar and

Playtech Software Bulgaria Limited has established a branch in Spain.

131

Playtech plc Annual Report and Financial Statements 2022

Governance Report

Directors’ report continued

Regulatory disclosures

The information in the following tables is provided in compliance with the Listing Rules and the Disclosure Guidance and Transparency

Rules (DTRs).

The DTRs also require certain information to be included in a corporate governance statement in the Directors’ Report. Information that fulfils

the requirements of the corporate governance statement can be found in the Governance Report on page 142 and is incorporated into this

Directors’ Report by reference.

Disclosure table pursuant to ListingRule 9.8.4C

Listing Rule Information included Disclosure

9.8.4(1) Interest capitalised by the Group None

9.8.4(2) Unaudited ﬁnancial information None

9.8.4(4) Long-term incentive scheme only involving a Director None

9.8.4(5) Directors’ waivers of emoluments None

9.8.4(6) Directors’ waivers of future emoluments None

9.8.4(7) Non-pro-rata allotments for cash None

9.8.4(8) Non-pro-rata allotments for cash by major subsidiaries None

9.8.4(9) Listed company is a subsidiary of another N/A

9.8.4(10) Contracts of signiﬁcance None

9.8.4(11) Contracts of signiﬁcance involving a controlling shareholder None

9.8.4(12) Waivers of dividends None

9.8.4(12) Waivers of future dividends None

9.8.4(14) Agreement with a controlling shareholder None

Additional information provided pursuant to Listing Rule 9.8.6

Listing Rule Information included Disclosure

9.8.6(1) Interests of Directors (and their connected persons) in the

shares of the Company at the year end and not more than one

month prior to the date of the notice of AGM

See page 126

9.8.6(2) Interests in Playtech shares disclosed under DTR5 at the

year end and not more than one month prior to the date of

thenotice of AGM

See page 130

9.8.6(3) The going concern statement See page 84

9.8.6(4)(a) Amount of the authority to purchase own shares available

atthe year end

30,635,669 ordinary shares which authority will expire at the

AGM and is proposed to be renewed

9.8.6(4)(b) Off-market purchases of own shares during the year None

9.8.6(4)(c) Off-market purchases of own shares after the year end None

9.8.6(4)(d) Non-pro-rata sales of treasury shares during the year None

9.8.6(5) Compliance with the principles of the UK Corporate

Governance Code

See the statement on pages 98 and 99

9.8.6(6) Details of non-compliance with the UK Corporate

Governance Code

See the statement on pages 98 and 99

9.8.6(7) Re Directors proposed for re-election, the unexpired term

oftheir service contract and a statement about Directors

without a service contract

The CEO and CFO serve under service contracts described on

page 103. The Chairman and the Non-executive Directors serve

under letters of appointment described on page 104

9.8.6(8) TCFD Recommendations and Recommended Disclosures See pages 67 to 73

9.8.6(9) Statement on board diversity See pages 60 to 62 and page 94

9.8.6(10) Numerical data on ethnic background See Responsible Business and Sustainability Addendum to the

Annual Report 2022.

9.8.6(11) Explanation of approach to collecting data for LR9.8.6 R

(9) and (10)

See Responsible Business and Sustainability Addendum to the

Annual Report 2022.

132

Playtech plc Annual Report and Financial Statements 2022

Governance Report

Additional information under Rule 4.1 of the Disclosure and Transparency Rules

DTR Requirement How fulﬁlled

4.1.3 Publication of Annual Financial Report within four months

of the end of the ﬁnancial year

This document is dated 23 March 2023, being a date

less than four months after the year end

4.1.5 Content of Annual Financial Report The audited ﬁnancial statements are set out on pages

144 to 225

The information that fulﬁls the requirement for a

management report can be found in the Strategic Report

on pages 2 to 92

The Statement of Directors’ Responsibilities can be

found on page 134

4.1.6 Audited ﬁnancial statements The audited ﬁnancial statements set out on pages

144 to 225 comprise consolidated accounts prepared

in accordance with IFRS and the accounts of the

Company

4.1.7 Auditing of ﬁnancial statements The ﬁnancial statements have been audited by BDO LLP

on pages 136 to 143

4.1.8 & 4.1.9 Content of management report The Strategic Report on pages 2 to 92 includes an

analysis, using ﬁnancial key performance indicators,

of the development, performance and position of the

Company’s business and a review of the Company’s

business and on pages 85 to 90 a description of the

principal risks and uncertainties

4.1.11(1) Important events since the year end The Strategic Report on pages 2 to 92 gives details of

important events since the year end. See Note 40 to the

audited ﬁnancial statements on page 215

4.1.11(2) Future development The Strategic Report on pages 2 to 92 gives an

indication of the likely future development of the

Company

4.1.11(3) Research and development The Strategic Report on pages 2 to 92 gives an indication

of ongoing research and development activities

4.1.11(4) Purchase of own shares See the statement on page 130

4.1.11(5) Branch oces See the statement on page 131

4.1.11(6) Use of ﬁnancial instruments See Note 5 to the audited ﬁnancial statements on pages

152 to 162

4.1.12 & 13 Responsibility statement See the statement of the Directors on page 134

4.1.14 Reporting format Available on www.playtech.com

133

Playtech plc Annual Report and Financial Statements 2022

Governance Report

Directors’ report continued

Statement of Directors’ Responsibilities

The Directors have elected to prepare the consolidated financial

statements for the Group in accordance with UK adopted International

Accounting Standards and have elected to prepare the Company

financial statements in accordance with United Kingdom Generally

Accepted Accounting Practice (United Kingdom Accounting

Standards and applicable law).

The Directors are responsible under applicable law and regulation

for keeping proper accounting records which disclose with

reasonable accuracy at any time the financial position of the Group,

for safeguarding the assets and for taking reasonable steps for the

prevention and detection of fraud and other irregularities.

International Accounting Standard 1 (revised) requires that financial

statements present fairly for each financial year the Group’s financial

position, financial performance and cash flows. This requires the

faithful representation of the effects of transactions, other events and

conditions in accordance with the definitions and recognition criteria

for assets, liabilities, income and expenses set out in the International

Accounting Standards Board’s “Framework for the Preparation and

Presentation of Financial Statements”. In virtually all circumstances,

a fair presentation will be achieved by compliance with all applicable

International Financial Reporting Standards. A fair presentation also

requires the Directors to:

• select suitable accounting policies and then apply them consistently;

• present information, including accounting policies, in a manner that

provides relevant, reliable, comparable and understandable information;

• make judgements and accounting estimates that are reasonable

and prudent;

• state whether they have been prepared in accordance with

International Accounting Standards as adopted by the UK subject

to any material departures disclosed and explained in the financial

statements; and

• provide additional disclosures when compliance with the specific

requirements in IFRS is insufficient to enable users to understand

the impact of particular transactions, other events and conditions on

the entity’s financial position and financial performance.

The Directors are responsible for keeping adequate accounting

records that are sufficient to show and explain the Group’s

transactions and disclose with reasonable accuracy at any time

the financial position of the Group. They are also responsible for

safeguarding the assets of the Group and hence for taking reasonable

steps for the prevention and detection of fraud and other irregularities.

In addition, the Directors at the date of this report consider that

the financial statements, taken as a whole, is fair, balanced and

understandable and provides the information necessary for shareholders

to assess the Group’s performance, business model and strategy.

Website publication

Financial statements are published on the Company’s website.

The maintenance and integrity of the Company’s website is

the responsibility of the Directors. The Directors’ responsibility

also extends to the ongoing integrity of the financial statements

contained therein.

Directors’ responsibilities pursuant to DTR4

Each of the Directors, whose names and functions are listed within

theGovernance section on pages 96 and 97, confirm that, to the best

oftheir knowledge:

• the Group financial statements, which have been prepared in

accordance with International Accounting Standards adopted by

the UK, give a true and fair view of the assets, liabilities, financial

position and profit of the Group; and

• the Annual Report includes a fair review of the development and

performance of the business and the financial position of the Group

and the Company, together with a description of the principal risks

and uncertainties that they face.

Annual General Meeting

The Annual General Meeting provides an opportunity for the Directors

to communicate personally the performance and future strategy to

non-institutional shareholders and for those shareholders to meet with

and question the Board. All results of proxy votes are read out, made

available for review at the meeting, recorded in the minutes of the

meeting and communicated to the market and via the Group website.

The Annual General Meeting for 2023 is scheduled for 24 May 2023.

The notice convening the Annual General Meeting for this year, and

an explanation of the items of non-routine business, are set out in the

circular that accompanies the Annual Report.

Auditor

So far as each Director is aware, at the date of the approval of the

financial statements there is no relevant audit information of which

the Company’s auditor is unaware. Each Director has taken all the

steps that they ought to have taken as a Director in order to make

themselves aware of any information needed by the Group’s auditor

for the purposes of its audit and to establish that the auditor is aware of

that information.

A resolution to reappoint BDO LLP as the Company’s auditor will

besubmitted to the shareholders at this year’s AGM.

Approved by the Board and signed on behalf of the Board.

Chris McGinnis

Chief Financial Officer

23 March 2023

134

Playtech plc Annual Report and Financial Statements 2022

Governance Report

Financial

Statements

Financial Statements

136 Independent auditor’s report

144 Consolidated statement of comprehensiveincome

145 Consolidated statement of changes in equity

146 Consolidated balance sheet

148 Consolidated statement of cash flows

150 Notes to the financial statements

216 Company statement of changes in equity

217 Company balance sheet

218 Notes to the Company financial statements

226 Five-year summary

Company information

227 Company information

135

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Independent auditor’s report

To the members of Playtech plc

Opinion on the financial statements

In our opinion:

• the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 December 2022

andofthe Group’s profit for the year then ended;

• the Group financial statements have been properly prepared in accordance with UK adopted international accounting standards; and

• the Parent Company financial statements have been properly prepared in accordance with UK Generally Accepted Accounting Practice.

We have audited the financial statements of Playtech plc (the "Parent Company") and its subsidiaries (the "Group") for the year ended

31December 2022 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statements of

Changes in Equity, the Consolidated and Company Balance Sheets, the Consolidated of Cash Flows and notes to the financial statements

andnotes to the Company financial statements, including a summary of significant accounting policies.

The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and UK adopted

international accounting standards. The financial reporting framework that has been applied in the preparation of the Parent Company financial

statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure

Framework (United Kingdom Generally Accepted Accounting 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 believe

that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our audit opinion is consistent with the

additional report to the Audit Committee.

Independence

We remain independent of the Group and the Parent Company in accordance with the ethical requirements that are relevant to our audit

ofthe financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of the

financial statements is appropriate. Our evaluation of the Directors’ assessment of the Group and the Parent Company’s ability to continue to

adopt the going concern basis of accounting for a period of at least 12 months from the date of approval of the financial statements included:

• Evaluating the Directors’ process in making its assessment, including the period covered, including confirming the assessment and underlying

projections were prepared by appropriate individuals with sufficient knowledge of the detailed figures as well as an understanding of the

Group’s markets, strategies and risks;

• Understanding and corroborating the achievability of key Director assumptions in their cash flow forecasts and challenging these against

ourknowledge of the prior year, our knowledge of the business and industry, and other areas of the audit;

• Checking through enquiry with the Directors, review of Board minutes and review of external resources for any key future events that may

have been omitted from cash flow forecasts and assessing the impact these could have on future cash flows and cash reserves;

• Assessing the Directors’ stress test scenarios and challenging whether other reasonably possible scenarios could occur and including

inourassessment where appropriate;

• Assessing the Directors’ reverse stress test to analyse the level of reduction in EBITDA that could be sustained before a covenant breach

orliquidity event would be indicated;

• Confirming the financing facilities, repayment terms and financial covenants to supporting documentation;

• Reviewing the Directors’ assessment of covenant compliance throughout the forecast period to 30 June 2024;

• Considering the impact of inflation including energy costs and other macroeconomic matters;

• Ensuring any large non-routine payments are considered as part of the Directors’ assessment, this included matters such as the repayment

ofthe 2023 bond of €200 million;

• Challenging the Directors as to matters outside of the going concern assessment period, principally relating to the timing and cost of the

Italian license renewals; and

• Considering the adequacy of the disclosures relating to going concern included within the Annual Report against the requirements of the

accounting standards and consistency of the disclosure against the forecasts and going concern assessment.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or

collectively, may cast significant doubt on the Group and the Parent Company’s ability to continue as a going concern for a period of at least 12

months from when the financial statements are authorised for issue.

136

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Conclusions relating to going concern continued

In relation to the Parent Company’s reporting on how it has applied the UK Corporate Governance Code, we have nothing material to add or

draw attention to in relation to the Directors’ statement in the financial statements about whether the Directors considered it appropriate to

adoptthe going concern basis of accounting.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

Overview

Coverage 100% (2021: 100%) of Group revenue.

96% (2021: 95%) of Group total assets.

Key audit matters

2022 2021

Revenue recognition.  

Accounting for and valuation of LATAM equity call options.  

Valuation and disclosure of Caliplay (Mexico) and Wplay (Columbia) equity call options.  

Our key audit matter over LATAM equity call options has been focused in the current year on the Caliplay and Wplay call

options, the prior year KAM included those held over other LATAM based entities which are immaterial in the current year.

Materiality Group financial statements as a whole

€12.0 million (2021: €7.9 million) based on 3% (2021: 2.5%) of Adjusted EBITDA.

An overview of the scope of our audit

Our Group audit was scoped by obtaining an understanding of the Group and its environment, including the Group’s systems of internal control,

and assessing the risks of material misstatement in the financial statements. We also addressed the risk of management override of internal

controls, including assessing whether there was evidence of bias by the Directors that may have represented a risk of material misstatement.

In determining the scope of our audit we considered the level of work to be performed at each component in order to ensure sufficient assurance

was gained to allow us to express an opinion on the financial statements of the Group as a whole. We tailored the extent of the work to be

performed at each component, either by us, as the Group audit team, or component auditors within the BDO network based on our assessment

of the risk of material misstatement at each component.

We performed full scope audit procedures on ten components, five of these were considered significant with the other five being undertaken

to ensure appropriate audit coverage. Four of the significant components were audited by the Group audit team and the remaining significant

component audited by BDO Italy. For the remaining non-significant components, component auditors within the BDO network or the Group

audit team performed review procedures or specific audit procedures on certain balances based on their relative size, risks in the business

andour knowledge of those entities.

Our involvement with component auditors

For the work performed by component auditors, we determined the level of involvement needed in order to be able to conclude whether

sufficient appropriate audit evidence has been obtained as a basis for our opinion on the Group financial statements as a whole.

Our involvement with the component auditor of the significant component included attending key meetings as appropriate (including those

withlocal management), directing the scope and approach of the audit, and performing a detailed review of the audit files.

For the component auditors of the non-significant components we provided group instructions, directed the scope of their work and where

considered necessary, performed a detailed review of their working papers.

137

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Independent auditor’s report continued

To the members of Playtech plc

An overview of the scope of our audit continued

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of

the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified,

including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the efforts of the

engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion

thereon, and we do not provide a separate opinion on these matters.

Key audit matter (KAM) How the scope of our audit addressed the key audit matter

Revenue

recognition.

The Group’s

revenue streams

and the related

accounting

policies applied

during the period

are detailed

in Note5 to

the financial

statements.

Revenue recognition was

considered a KAM due to the

complexity of the IT systems

and the significant level of audit

focus required.

Our key audit matters in respect

of revenue consists of the

following:

Playtech B2B gaming revenue

There is a risk over accuracy

and existence of revenue due

to the nature of the contracts

in place, complexity of the

IT systems and the risk of

manipulation or error in the

underlying source data.

Snaitech B2C streams:

There is a risk in respect of

accuracy and existence of

revenue due to the complexity

of the IT systems and

manipulation or error in the

underlying source data.

We developed an understanding of the key revenue processes from inception to

recognition in the financial statements and assessed the design and implementation

of the controls over the Group’s revenue cycles. This included undertaking test bets

as part of our risk assessment procedures and tracing the underlying transactions to

source data.

In completing this work we utilised our own IT specialists to assess the IT controls in

respect of the key operating systems supporting the above transaction flows. Our IT

specialists also reviewed the work completed by the IT specialists from the BDO Italy

component team.

Our testing approach for revenue was tailored for the different revenue streams and

entities across the Group.

B2B gaming revenue

We examined and assessed the treatment of a sample of new and modified revenue

contracts in the year to check the performance obligations were identified appropriately

and that revenue was recognised in line with the Group’s accounting policies and

relevant accounting standards.

We tested revenue recognised with the support of IT specialists, by completing the

following:

• Tested the operating effectiveness of certain controls within the Groups main

operating system (IMS);

• Performed a full reconciliation of IMS to the billing database (used by management

tocalculate revenue for invoicing);

• For a sample of customers and invoices, we independently recalculated revenue

based on the underlying source data and the contractual terms in place and agreed

the invoices to cash receipt;

• Completed test bets and traced through underlying data to IMS; and

• For a sample of customers, analysed revenue for the year on a monthly basis

toidentify exceptions and tested those identified to underlying source data.

B2C revenue

Our testing approach for B2C revenue recognised by Snaitech included the following:

• With the assistance of our IT specialists, we carried out an end-to-end walkthrough

to understand the IT system, process and controls in place for each of the revenue

streams (betting, amusement with prizes (AWP) and video lottery terminals (VLT));

• With the support of our IT specialists, we tested the operating effectiveness

of ITcontrols, including user access controls, change management and data

processing management;

• For betting, we performed a reconciliation of bets from the operating platform

tothegovernment ADM reports;

• For a sample of bets placed through retail outlets we recalculated the revenue

recognised based on contractual terms in place, and agreed amounts to underlying

contracts and cash receipts;

• In respect of online betting we reconciled player balance liability to the underlying

data and tested a sample of deposits and withdrawals to payment processor

statements; and

• For AWP and VLT machines, we agreed the revenue recognised to the operating

system and to cash for a sample of items, and recalculated.

Key observation

Based on the work performed we did not identify any evidence of manipulation or

errorsin the data and consider that revenue has been appropriately recognised.

138

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Key audit matter (KAM) How the scope of our audit addressed the key audit matter

Valuation and

disclosure of

Caliplay (Mexico)

and Wplay

(Columbia) equity

call options

(withreference

to Note 5 –

accounting

policies and

judgements and

estimates Note 6

and Note 20).

This was considered a KAM due to the

level of audit team effort, the complexities,

judgements and estimates required in the

valuation as well as associated disclosures.

Mexico: Caliplay

The valuation requires management

judgement in terms of the inputs and the

methodology applied to calculate the fair

value of €524.0 million. (2021: €506.7 million).

The valuation method for the option has

changed when compared to prior year.

The potential transaction with a special

purpose acquisition company (SPAC) which

was deemed to have a high probability of

completion at 31 December 2021, fell away

in Q1 2022. The valuation methodology has

therefore changed from using the SPAC

transaction price to a discounted cash flow

(DCF) approach as at 31 December 2022.

The DCF approach introduces additional

risk due to the additional estimates and

judgements required.

As the Group announced publicly on 6

February 2023, it is seeking a declaration

from the English Courts to obtain clarification

of a point of disagreement with Caliplay. This

disagreement relates to whether Caliplay still

holds an option which permits it to redeem

the additional B2B services fee element of the

strategic agreement. Should it be declared

that Caliplay still has its redemption option and

Caliplay then exercises said option, this would

cancel the equity option held by the Group.

With the support of our valuation experts, we challenged the key

assumptions used in the discounted cash flow models – this included:

• Challenge of the cash flows used and where possible, comparison

tothird party market data;

• Recalculated the discount rates and challenged as to whether

appropriate risk premiums have been applied;

• Assessed the sensitivity analysis performed to changes in key

assumptions (such as discount rate, EBITDA margin, exit multiples,

exit date and post exit restrictions on realising value of the shares)

andconsidered any additional sensitivities required based on the

auditteam’s assessment of the key inputs and judgements;

• Confirmed to contractual terms the expected share holdings of

theGroup on exercise of the options; and

• Checked the underlying models for mathematical accuracy.

In respect of the valuation of the options, management were supported

by a third-party expert. We assessed the objectivity, expertise and

qualifications of the expert.

In respect of the disagreement with Caliplay, we assessed the Group’s

judgement over the lapse of the option, with reference to third-party

advice received as well as our own review of the contractual terms.

An overview of the scope of our audit continued

Key audit matters continued

139

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Independent auditor’s report continued

To the members of Playtech plc

Key audit matter (KAM) How the scope of our audit addressed the key audit matter

Valuation and

disclosure of

Caliplay (Mexico)

and Wplay

(Columbia) equity

call options

(withreference

to Note 5 –

accounting

policies and

judgements and

estimates Note 6

and Note 20)

continued.

The redemption option is stated as being

exercisable for a period of 45 days following

the approval of the audited accounts of

Caliplay for the year ended 31 December

2021. The Group believes the option has

expired and whilst Caliplay has not sought to

exercise the option to date, Caliplay has made

it clear that it considers the option has not

yet expired.

In arriving at the fair value of the equity call

option derivative, the Group has made a

judgement that the option has expired.

Should the English Courts determine that the

option is exercisable and Caliplay chooses

to exercise, the amount payable by Caliplay

to Playtech upon exercise would either be

agreed between the parties or, failing which,

determined by an independent investment

bank valuing Playtech’s current entitlement to

receive the additional B2B services fee until

31December 2034.

There is a risk therefore that should the option

be exercisable that it may materially impact

the fair value of the equity call option held by

the Company.

Colombia: Wplay

The Group hold an equity call option in

respect of Wplay which is required to be

fair valued.

Management have calculated the fair value of

the option as €93.5 million (2021: €97.2million)

using a discounted cash flow model which

requires estimates and judgement.

Due to the estimates and judgements required

and the complexity of the option arrangement

there is a risk that the fair value of the option

is not appropriate and the valuation is

materiallymisstated.

In respect of both valuations the Company

engaged a third-party expert to support

themin the calculations.

Disclosures

In respect of all options held there is a risk

that the disclosures, sensitivities given and

disclosure of key judgements (including the

exercisability of the Caliplay option) and

estimates are not complete and accurate.

Disclosures

In respect of both options, we reviewed the disclosures to check that they

were complete and accurate based on the accounting approach and the

audit team’s assessment of the valuation work completed, this included

an assessment of the adequacy of the detail included in the critical

judgements and estimates section (see Note 6).

Key observation

Based on the work performed we consider the judgements and estimates

made in the valuation of the Caliplay and Wplay equity options and the

related disclosure to be appropriate.

An overview of the scope of our audit continued

Key audit matters continued

140

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Our application of materiality

We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider

materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users

thatare taken on the basis of the financial statements.

In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level,

performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be

evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence,

when evaluating their effect on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows:

Group ﬁnancial statements Parent Company ﬁnancial statements

2022

€’m

2021

€’m

2022

€’m

2021

€’m

Materiality 12.0 7.9 6.0 4.5

Basis for determining

materiality

3% of Adjusted EBITDA 2.5% of Adjusted EBITDA 50% of group materiality 55% of group materiality

Rationale for the

benchmarkapplied

Although the previous oer

to acquire the company

has expired, Adjusted

EBITDA was the underlying

benchmark used in

determining the oer

price and is a key metric

used by analysts and the

Directors in assessing

the performance of

the business and in

bankingcovenants.

Given the potential corporate

transaction activity,

Adjusted EBITDA (which

was the underlying basis

for the Aristocrat oer) was

considered to be the metric

of greatest interest to users of

the ﬁnancial statements.

2% of total assets

capped at 50% of Group

materiality. This was

calculated as a percentage

of Group materiality for

Group reporting purposes

given the assessment of

aggregation risk.

2% of total assets capped

at 55% of Group materiality.

This was calculated as

a percentage of Group

materiality for Group

reporting purposes

given the assessment of

aggregationrisk.

Performance materiality 7.8 5.5 3.9 3.2

Basis for determining

performance materiality

65% of Group materiality

– this was set by the audit

team with reference to

the level of adjustments

identiﬁed in the prior year,

level of sampling work

required and the number

ofcomponents.

70% of Group materiality –

this was set by the audit team

with reference to the level of

adjustments identiﬁed in the

prior year, level of sampling

work required and the

number of components.

65% of Parent Company

materiality – this was

set by the audit team

with reference to the

level of adjustments

identiﬁed in the prior year,

level of sampling work

required and the number

ofcomponents.

70% of Parent Company

materiality – this was set by

the audit team with reference

to the level of adjustments

identiﬁed in the prior year,

level of sampling work

required and the number

ofcomponents.

Component materiality

We set materiality for each component of the Group based on a percentage of between 25% and 60% (2021: 9% and 63%) of Group

materiality dependent on the size and our assessment of the risk of material misstatement of that component. Component materiality ranged

from €3million to €7 million (2021: €0.8 million to €5.0 million). In the audit of each component, we further applied performance materiality

levels of65% (2021: 70%) of the component materiality to our testing to ensure that the risk of errors exceeding component materiality was

appropriately mitigated.

Reporting threshold

We agreed with the Audit Committee that we would report to them all individual audit differences in excess of €240k (2021: €136k). We also

agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.

141

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Independent auditor’s report continued

To the members of Playtech plc

Other information

The Directors are responsible for the other information. The other information comprises the information included in the Annual Report other

than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and,

except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is

to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or

our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies

or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements

themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are

required to report that fact.

We have nothing to report in this regard.

Directors’ Remuneration Report

The Parent Company voluntarily prepares a Directors’ Remuneration Report in accordance with the provisions of the UK Companies Act 2006.

The Directors have requested that we audit the part of the Directors’ Remuneration Report specified by the Companies Act 2006 to be audited

as if the Company were a UK registered listed company. In our opinion, the part of the Directors’ Remuneration Report to be audited has been

properly prepared in accordance with the UK Companies Act 2006.

Corporate governance statement

The Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term viability and that part of the Corporate

Governance Statement relating to the Parent Company's compliance with the provisions of the UK Corporate Governance Code specified for

our review.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance

Statement is materially consistent with the financial statements or our knowledge obtained during the audit.

Going concern and

longer-term viability

• The Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting

andany material uncertainties identified set out on page 84; and

• The Directors’ explanation as to their assessment of the Group’s prospects, the period this assessment covers

andwhy the period is appropriate set out on page 91.

Other Code

provisions

• Directors’ statement on fair, balanced and understandable set out on page 134;

• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 91;

• The section of the Annual Report that describes the review of effectiveness of risk management and internal control

systems set out on pages 85 to 90; and

• The section describing the work of the Audit Committee set out on pages 106 to 110.

Responsibilities of Directors

As explained more fully in the Directors’ Governance report, the Directors are responsible for the preparation of the financial statements and for

being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation

of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Parent Company’s ability to continue as a

going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors

either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,

whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is

not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements

can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the

economic decisions of users taken on the basis of these financial statements.

142

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Auditor’s responsibilities for the audit of the financial statements continued

Extent to which the audit was capable of detecting non-compliance with laws and regulations

We design procedures in line with our responsibilities, outlined above, to detect non-compliance with laws and regulations. The extent to which

our procedures are capable of detecting non-compliance are detailed below:

• We gained an understanding of the legal and regulatory framework applicable to the Group and the industry in which it operates, through

discussion with management and the Audit Committee and our knowledge of the industry. We focused on significant laws and regulations

that could give rise to a material misstatement in the financial statements, including, but not limited to, the IoM Companies Act 2006, the UK

Listing Rules, certain gaming license requirements, IFRSs as it applies in the UK and tax legislation; and

• We considered compliance with these laws and regulations through discussions with management, in-house legal counsel, head of

compliance, Group tax director and as well as reviewing internal audit reports. Our procedures also included reviewing minutes from Board

meetings of those charges with governance to identify any instances of non-compliance with laws and regulations.

Extent to which the audit was capable of detecting irregularities, including fraud

We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including

fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

• We assessed the susceptibility of the Group’s financial statements to material misstatement, including how fraud might occur. In addressing

the risk of fraud including management override of controls and improper revenue recognition, we tested the appropriateness of journal

entries made throughout the year by applying specific criteria;

• We performed a detailed review of the Group’s year end adjusting entries and journals throughout the year, investigated any that appeared

unusual as to nature or amount; assessed whether the judgements made in accounting estimates were indicative of a potential bias and tested

the risk of manipulation of IT systems with regards revenue recognition (see key audit matter above); and

• We also communicated potential fraud risks to all engagement team members and component auditors, and remained alert to any indications

of fraud or non-compliance with laws and regulations throughout the audit.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not

detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate

concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed

and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the

less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities.

This description forms part of our auditor’s report.

Use of our report

This report is made solely to the Parent Company’s members, as a body, in accordance with section 80C of the Isle of Man Companies Act

2006. Our audit work has been undertaken so that we might state to the Parent Company’s members those matters we are required to state

to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to

anyone other than the Parent Company and the Parent Company’s members as a body, for our audit work, for this report, or for the opinions

wehave formed.

Oliver Chinneck (Recognised Auditor)

For and on behalf of BDO LLP, Statutory Auditor

London, UK

23 March 2023

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).

143

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Consolidated statement of comprehensive income

For the year ended 31 December 2022

Note

2022 2021

Actual

€’m

Adjusted

€’m

Actual

€’m

Adjusted

€’m

Continuing operations

Revenue 9 1, 601.8 1,601.8 1,205.4 1,205. 4

Distribution costs before depreciation and amortisation (1, 067 .3) (1,063.3) (794.5) (788.8)

Administrative expenses before depreciation and amortisation (147 .3) (118.2) (127 .4) (98.5)

Impairment of ﬁnancial assets (14. 7) (14.7) (2.2) (1.0)

EBITDA 10 372.5 405. 6 281.3 317 . 1

Depreciation and amortisation (17 0. 1) (128. 1) (169. 1) (134.3)

Impairment of tangible and intangible assets 12 (38.5) — (21. 6) —

Finance income 13A 11.6 11.6 1 .1 1 .1

Finance costs 13B (73. 0) (69 .9) (67 .7) (6 2.9)

Share of loss from associates 20A (3.8) (3.8) (0.6) (0.6)

Unrealised fair value changes of equity investments 20B (0.3) — (1. 6) —

Unrealised fair value changes of derivative ﬁnancial assets 20C 6 .0 — 583.2 —

Loss on disposal of subsidiary 20A (8.8) — — —

Proﬁt before taxation 10 95.6 215.4 605.0 120. 4

Income tax (expense)/credit 10, 14 (55.0) (54.9) 81.7 7. 2

Proﬁt from continuing operations 10 40.6 160.5 686.7 1 2 7. 6

Discontinued operation

Proﬁt/(loss) from discontinued operation, net of tax 8 4 7. 0 41.2 (1 2 .1) (13.8)

Proﬁt for the year – total 8 7. 6 201.7 6 74 . 6 113.8

Other comprehensive loss:

Items that are or may be classified subsequently to profit or loss:

Exchange loss arising on translation of foreign operations (0.2) (0 .2) (1.4) (1. 4)

Recycling of foreign exchange loss on disposal of foreign

discontinuedoperations 23.2 23.2 — —

Items that will not be classified to profit or loss:

Gain/(loss) on remeasurement of employee termination indemnities 0.9 0.9 (0 .1) (0 .1)

Other comprehensive income/(loss) for the year 23.9 23.9 (1.5) (1.5)

Total comprehensive income for the year 111.5 225. 6 6 7 3 .1 112.3

Proﬁt for the year attributable to the owners of the Company 8 7. 6 201. 7 67 4. 6 113.8

Total comprehensive income attributable to the owners of

theCompany 111.5 225. 6 673. 1 112.3

Earnings per share attributable to the ordinary equity holders

ofthe Company

Proﬁt or loss – total

Basic (cents) 15 2 9.2 6 7. 2 226.3 38.2

Diluted (cents) 15 28. 1 64.7 216.2 36.5

Proﬁt or loss from continuing operations

Basic (cents) 15 13.5 53.5 230.3 42.8

Diluted (cents) 15 13.0 51.5 220. 1 40. 9

1 Adjusted numbers relate to certain non-cash and one-off items, as well as material reorganisation and acquisition-related costs. The Board of Directors believes that the adjusted results more

closely represent the consistent trading performance of the business. A full reconciliation between the actual and adjusted results is provided in Note 10.

144

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Consolidated statement of changes in equity

For the year ended 31 December 2022

Additional

paid in

capital

€’m

Employee

termination

indemnities

€’m

Retained

earnings

€’m

Employee

Beneﬁt

Trust

€’m

Put/call

options

reserve

€’m

Foreign

exchange

reserve

€’m

Total

attributable to

equity holders

of Company

€’m

Non-

controlling

interests

€’m

Total

equity

€’m

Balance at 1 January 2022 606.0 (0.5) 1,025. 0 (23.2) (3.7) (22.7) 1,580. 9 0. 3 1,581.2

Total comprehensive income for the year

Proﬁt for the year — — 87.6 — — — 87 .6 — 87 .6

Other comprehensive income for the year — 0.9 — — — 23.0 23.9 — 23. 9

Total comprehensive income for the year — 0.9 8 7. 6 — — 23.0 111.5 — 111.5

Transactions with the owners of the Company

Contributions and distributions

Exercise of options — — (6.0) 6.0 — — — — —

Employee stock option scheme — — 8.3 — — — 8.3 — 8.3

Total contributions and distributions — — 2.3 6 .0 — — 8.3 — 8.3

Changes in ownership interests

Acquisition of non-controlling interest without change

in control — — (3.4) — 3.7 — 0. 3 (0 .3) —

Total changes in ownership interests — — (3.4) — 3 .7 — 0. 3 (0.3) —

Total transactions with owners of the Company — — (1. 1) 6.0 3 .7 — 8 .6 (0 .3) 8.3

Balance at 31 December 2022 606 .0 0.4 1, 111.5 (17 .2) — 0.3 1,701. 0 — 1,70 1.0

Balance at 1 January 2021 5 9 2 .1 (0.4) 343.7 (14.5) (3.7) (21.3) 895.9 0.3 896.2

Total comprehensive income for the year

Proﬁt for the year — — 674 . 6 — — — 6 74 . 6 — 6 74 . 6

Other comprehensive loss for the year — (0 .1) — — — (1. 4) (1.5) — (1.5)

Total comprehensive income for the year — (0 .1) 6 74 . 6 — — (1.4) 673. 1 — 673. 1

Transactions with the owners of the Company

Contributions and distributions

Exercise of options — — (13.9) 13.9 — — — — —

Employee stock option scheme — — 11.9 — — — 11.9 — 11.9

Transfer from treasury shares to Employee

BeneﬁtTrust 13.9 — 8.7 (22.6) — — — — —

Total contributions and distributions 13. 9 — 6.7 (8.7) — — 11 .9 — 11.9

Total transactions with owners of the Company 13. 9 — 6 .7 (8. 7) — — 11.9 — 11.9

Balance at 31 December 2021 606.0 (0.5) 1,025. 0 (23.2) (3.7) (22.7) 1,580. 9 0. 3 1,581.2

145

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Consolidated balance sheet

As at 31 December 2022



Note

2022

€’m

2021

€’m

ASSETS

Property, plant and equipment 17 341.4 3 29.7

Right of use assets 18 71.6 73.8

Intangible assets 19 9 80.9 1,046. 1

Investments in associates 20A 3 6.6 5.2

Other investments 20B 9.2 8 .1

Derivative ﬁnancial assets 20C 636.4 62 2.2

Trade receivables 22 1 .1 6 .6

Deferred tax asset 32 112.5 10 2.9

Other non-current assets 21 10 9.6 104. 4

Non-current assets 2,299.3 2,299 . 0

Trade receivables 22 163.9 178.5

Other receivables 23 107.6 8 7.1

Inventories 5.5 4.9

Cash and cash equivalents 24 426.5 575 .4

703.5 845.9

Assets classiﬁed as held for sale 25 1 9.6 507.4

Current assets 723. 1 1,353.3

TOTAL ASSETS 3,022. 4 3,652.3

EQUITY

Additional paid in capital 606.0 606. 0

Employee termination indemnities 0.4 (0 .5)

Employee Beneﬁt Trust (17 .2) (23.2)

Put/call options reserve — (3.7)

Foreign exchange reserve 0.3 (22.7)

Retained earnings 1, 111.5 1,025.0

Equity attributable to equity holders of the Company 1,7 01.0 1,580 .9

Non-controlling interests — 0. 3

TOTAL EQUITY 26 1,701. 0 1,581.2

LIABILITIES

Loans and borrowings 27 — 1 6 7 .1

Bonds 28 348.0 875 .0

Lease liability 18 54.0 69. 8

Deferred revenues 1.0 2.9

Deferred tax liability 32 124.8 88.9

Contingent consideration and redemption liability 30 2.3 6.0

Provisions for risks and charges 29 1 0.0 13.5

Other non-current liabilities 33 24.9 12 .8

Non-current liabilities 565.0 1,236.0

146

Playtech plc Annual Report and Financial Statements 2022

Financial Statements



Note

2022

€’m

2021

€’m

LIABILITIES continued

Bonds 28 199. 6 —

Trade payables 31 61.2 41.3

Lease liability 18 31.8 20.3

Progressive operators’ jackpots and security deposits 24 114.3 1 10. 7

Client funds 24 39.8 30.4

Income tax payable 17 .3 2 .6

Gaming and other taxes payable 34 112.8 105.4

Deferred revenues 5.0 5.2

Contingent consideration and redemption liability 30 0.6 5.0

Provisions for risks and charges 29 3 .9 3.2

Other payables 33 1 6 9 .1 166.2

755. 4 490.3

Liabilities directly associated with assets classiﬁed as held for sale 25 1.0 344.8

Current liabilities 756 .4 835. 1

TOTAL LIABILITIES 1,321.4 2,0 71. 1

TOTAL EQUITY AND LIABILITIES 3,022. 4 3,652.3

The consolidated financial statements were approved by the Board and authorised for issue on 23 March 2023.

Mor Weizer Chris McGinnis

Chief Executive Officer Chief Financial Officer

147

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Consolidated statement of cash flows

For the year ended 31 December 2022

Note

2022

€’m

2021

€’m

CASH FLOWS FROM OPERATING ACTIVITIES

Proﬁt for the year 8 7. 6 6 74 . 6

Adjustment to reconcile net income to net cash provided by operating activities (see below) 3 3 7.1 (41 9.0)

Net taxes paid (13.8) (30. 6)

Net cash from operating activities 410 .9 225.0

CASH FLOWS FROM INVESTING ACTIVITIES

Loans granted (30. 4) (16.7)

Acquisition of assets under business combinations 35 (2.9) —

Acquisition of property, plant and equipment (54.0) (49.6)

Acquisition of intangible assets (10. 1) (7. 2)

Capitalised development costs (61.3) (57 . 4)

Acquisition of investment in associates 20A/B (30.2) (8 .1)

Proceeds from the sale of property, plant and equipment 0.8 0.7

Disposal of Financial segment/casual and social gaming, net of cash disposed 25C/25B (169.8) 10.7

Disposal of subsidiary, net of cash disposed 20A (0.4) —

Net cash used in investing activities (358.3) (127 .6)

CASH FLOWS FROM FINANCING ACTIVITIES

Interest paid on bonds and loans and borrowings (36. 7) (39. 4)

Repayment of loans and borrowings (166 . 1) (15 0.0)

Repayment of bonds 28 (330.0) —

Payment of contingent consideration and redemption liability (see below) (5.9) (0.7)

Principal paid on lease liability (22.5) (22.7)

Interest paid on lease liability (5.7) (5.6)

Net cash used in ﬁnancing activities (566.9) (218.4)

DECREASE IN CASH AND CASH EQUIVALENTS (5 14.3) (121. 0)

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 942. 1 1, 061.2

Exchange (loss)/gain on cash and cash equivalents (0.9) 1.9

CASH AND CASH EQUIVALENTS AT END OF YEAR 426.9 942. 1

Cash and cash equivalents consists of:

Cash and cash equivalents – continuing operations 24 426.9 5 76.0

Cash and cash equivalents treated as held for sale 24 — 366. 1

426.9 942. 1

Less: expected credit loss on cash and cash equivalents 24 (0.4) (0.6)

426.5 94 1.5

148

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Note

2022

€’m

2021

€’m

ADJUSTMENT TO RECONCILE NET INCOME TO NET CASH PROVIDED FROM OPERATING ACTIVITIES

Income and expenses not aecting operating cash ﬂows:

Depreciation on property, plant and equipment 17 41.5 42 .9

Amortisation of intangible assets 19 109.8 109.3

Amortisation of right of use assets 18 21.5 20. 2

Capitalisation of amortisation of right of use assets (1. 9) (2 .1)

Gain on early termination of lease contracts 18 (0.7) (1.2)

Share of loss from associates 20A 3.8 0.6

Impairment of other receivables — 1. 2

(Reversal of)/impairment of property, plant and equipment 17 (0.2) 12.5

Impairment of intangible assets 19 38. 7 9 .1

Reversal of impairment of asset classiﬁed as held for sale 25C — (2 .0)

Proﬁt on disposal of ﬁnancial segment/casual and social gaming 25C/25B (15. 1) (7. 6)

Loss on disposal of subsidiary 20A 8.8 —

Changes in fair value of equity investments 20B 0.3 1 .6

Changes in fair value of derivative ﬁnancial assets 20C (6.0) (583.2)

Fair value loss on convertible loans 3 .0 —

Interest on bonds and loans and borrowings 36.2 41 . 2

Interest on lease liability 5.7 5.6

Interest income on loans receivable (1.3) (0 .5)

Income tax expense/(credit) 58.5 (79.8)

Changes in equity-settled share-based payments 8.3 13.8

Movement in contingent consideration and redemption liability (4.3) 6.2

Expected credit loss on cash and cash equivalents (0.2) —

Expected credit loss on loans receivable 1.6 —

Unrealised exchange (gain)/loss (4. 4) 8.7

Other 0.2 0 .4

Changes in operating assets and liabilities:

Change in trade receivables 13.0 (5.9)

Change in other receivables 3.5 (28.0)

Change in inventories (0.6) (0.2)

Change in trade payables 20.4 (7. 9)

Change in progressive operators, jackpots and security deposits 3.6 10.5

Change in client funds (15.3) 21.7

Change in other payables 13. 6 1.8

Change in provisions for risks and charges (2.8) (4.2)

Change in deferred revenues (2. 1) (3.7)

3 3 7.1 (41 9.0)

Payment of contingent consideration and redemption liabilities on previous acquisitions

2022

€’m

2021

€’m

A. Acquisition of Eyecon Limited 3.6 —

B. Acquisition of non-controlling interest of Statscore SP Z.O.O. 1.6 —

C. Other acquisitions 0.7 0.7

5.9 0.7

149

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Notes to the financial statements

Note 1 – General

Playtech plc (the “Company”) is an Isle of Man company. The registered office is located at St George’s Court, Upper Church Street, Douglas,

Isleof Man IMe of Man IM1 1EE.

These consolidated financial statements comprise the Company and its subsidiaries (together referred to as the “Group”).

Note 2 – Basis of preparation

These consolidated financial statements have been prepared in accordance with the UK adopted International Accounting Standards (IAS).

They were authorised for issue by the Company’s Board of Directors on 23 March 2023.

Details of the Group’s accounting policies are included in Note 5.

Going concern basis

In adopting the going concern basis in the preparation of the financial statements, the Directors have considered the current trading performance,

financial position and liquidity of the Group, the principal and emerging risks and uncertainties together with scenario planning and reverse stress tests.

The Directors have assessed going concern over a 15-month period to 30 June 2024 which aligns with the six-monthly covenant measurement period.

31 December

2022

€’m

31 December

2021

€’m

Cash and cash equivalents 426.5 575.4

Cash held on behalf of clients, progressive jackpots and security deposits (154.1) (141.1)

Adjusted gross cash and cash equivalents (excluding assets and liabilities held for sale) 272.4 434.3

Despite the decline in adjusted gross cash and cash equivalents from €434.3 million at 31 December 2021 to €272.4 million at 31 December

2022, the Group continues to hold a strong liquidity position. The decline from the prior year is explained by the full repayment of the revolving

credit facility (RCF) drawn amounting to €166.1 million, as well as the €330.0 million partial repayment of the 2018 Bond, both offset by the cash

proceeds from disposal of the Financial segment of €223.9 million (refer to Note 25), as well as the Group’s strong performance during the year.

The Directors have reviewed liquidity and covenant forecasts for the Group, which assume that there will be no further lockdowns on a global

scale. The Directors have also considered sensitivities in respect of potential downside scenarios, reverse stress tests and the mitigating actions

available to management.

The modelling of downside scenarios assessed if there was a significant risk to the Group’s liquidity and covenant compliance position.

This includes risks such as not realising budget/forecasts across certain markets and any potential implications of changes in tax and other

regulations, as well as the impact on cash flow should the share buyback scheme and other shareholder return options resume.

The Group’s principal financing arrangements include an RCF up to €277.0 million, the 2018 Bond amounting to €200.0 million post partial

repayment and the 2019 Bond amounting to €350.0 million which are repayable in October 2023 and March 2026 respectively. The RCF has

been restructured during the year reducing the credit line from €317.0 million to €277.0 million and is available until October 2025, with the Group

having the option to extend by 12 months. The remaining €200.0 million balance of the 2018 Bond will be due upon expiration in October 2023, with

the current plan assuming this will be paid through cash reserves, rather than refinanced.

The RCF is subject to certain financial covenants which are tested every six months on a rolling 12-month basis, as set out in Notes 27 and 28.

Asat 31 DeAs at 31 December 2022, the Group comfortably met its covenants which were as follows:

• Leverage: Net Debt/Adjusted EBITDA to be less than 3.5:1 for the 12 months ended 31 December 2022 (12 months ended 31 December 2021: 3:1).

• Interest cover: Adjusted EBITDA/Interest to be over 4:1 for the 12 months ended 31 December 2022 (12 months ended 31 December 2021: 4:1).

The Bonds only have one financial covenant, being the Fixed Charge Coverage Ratio (same as the Interest cover ratio for the RCF), which should

equal or be greater than 2:1.

If the Group’s results are in line with its base case projections as approved by the Board it would not be in breach of the financial covenants for a period

of no less than 15 months from approval of these financial statements (the “relevant going concern period”). This period covers the bank reporting

requirements for June 2023, December 2023 and June 2024 and is the main reason why the Directors selected a 15-month period of assessment.

Stress test

The stress test assumes a worst-case scenario for the entire Group which includes additional sensitivities around Italy, the Americas and Asia,

but with mitigations similar to the ones taken in 2020 and 2021 (including salary and capital expenditure reductions). It also considers the impact

of cash flow should the share buyback scheme commence again, as well as other shareholder return options. Under this scenario Adjusted

EBITDA would fall on average by 7% per month compared to the base case over the relevant going concern period, but the Group would not

breach its covenants.

Reverse stress test

The reverse stress test was used to identify the reduction in Adjusted EBITDA required that could result in either a liquidity event or breach of the

RCF and bond covenants.

As a result of completing this assessment, without considering further mitigating actions, management considered the likelihood of the reverse

stress test scenario arising to be remote. In reaching this conclusion management considered the following:

150

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Note 2 – Basis of preparation continued

Going concern basis continued

Reverse stress test continued

• current trading is performing above the base case;

• Adjusted EBITDA would have to fall by 87% in the year ending 31 December 2023 and 88% in the 12 months to June 2024 compared to the

base case, to cause a breach of covenants; and

• in the event that revenues decline to this point to drive the decrease in Adjusted EBITDA, additional mitigating actions are available tomanble to management

which have not been factored into the reverse stress test scenario.

As such, the Directors have a reasonable expectation that the Group will have adequate financial resources to continue in operational existence

over the relevant going concern period and have therefore considered it appropriate to adopt the going concern basis of preparation in the

financial statements.

Note 3 – Functional and presentation currency

These consolidated financial statements are presented in Euro, which is the Company’s functional currency. The functional currency

for subsidiaries includes Euro, United States Dollar and British Pound. All amounts have been rounded to the nearest million, unless

otherwiseindica indicated.

Note 4 – New standards, interpretations and amendments adopted by the Group

New standards, interpretations and amendments adopted from 1 January 2022

The Group applied for the first time certain standards and amendments, which are effective for annual periods beginning on or after 1 January 2022,

but do not have a material impact on the consolidated financial statements of the Group.

New standards, interpretations and amendments not yet effective

There a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future

accounting periods that the Group has decided not to adopt early.

The amendments are applied retrospectively for annual periods on or after 1 January 2023:

• Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 Disclosure of Accounting Policies.

The amendments change the requirements in IAS 1 with regard to disclosure of accounting policies. The amendments replace all instances

of the term “significant accounting policies” with “material accounting policy information”. Accounting policy information is material if, when

considered together with other information included in an entity’s financial statements, it can reasonably be expected to influence decisions that

the primary users of general purpose financial statements make on the basis of those financial statements.

The supporting paragraphs in IAS 1 are also amended to clarify that accounting policy information that relates to immaterial transactions, other

events or conditions is immaterial and need not be disclosed. Accounting policy information may be material because of the nature of the related

transactions, other events or conditions, even if the amounts are immaterial. However, not all accounting policy information relating to material

transactions, other events or conditions is itself material.

The amendments to IAS 1 are effective for annual periods beginning on or after 1 January 2023, with earlier application permitted, and are

applied prospectively. The amendments to IFRS Practice Statement 2 do not contain an effective date or transition requirements.

• Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates.

The amendments replace the definition of a change in accounting estimates with a definition of accounting estimates. Under the new definition,

accounting estimates are “monetary amounts in financial statements that are subject to measurement uncertainty”.

The definition of a change in accounting estimates was deleted. However, the Board retained the concept of changes in accounting estimates in

the standard with the following clarifications:

• A change in accounting estimate that results from new information or new developments is not the correction of an error.

• The effects of a change in an input or a measurement technique used to develop an accounting estimate are changes in accounting estimates

if they do not result from the correction of prior period errors.

The amendments are effective for annual periods beginning on or after 1 January 2023 to changes in accounting policies and changes in

accounting estimates that occur on or after the beginning of that period, with earlier application permitted.

The Group does not expect any other standards issued by the IASB, but not yet effective, to have a material impact on the Group.

The following amendments are effective for the period beginning 1 January 2024:

• Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current and Classification of

Liabilities as Current or Non-current – deferral of effective date.

The amendments affect only the presentation of liabilities as current or non-current in the statement of financial position and not the amount of

timing of recognition of any asset, income or expenses, or the information disclosed about those items.

The amendments clarify that the classification of liabilities as current or non-current is based on the rights that are in existence at the end of the

reporting period, specify that the classification is unaffected by expectations about whether an entity will exercise its right to defer settlement

of a liability, explain the rights that are in existence if covenants are complied with at the end of the reporting period, and introduce a definition

of“settleof “settlement” to make clear that settlement refers to the transfer to the counterparty of cash, equity instruments, other assets or services.

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Financial Statements

Notes to the financial statements continued

Note 5 – Significant accounting policies

The Group has consistently applied the following accounting policies to all periods presented in the consolidated financial statements, except if

mentioned otherwise.

A. Basis of consolidation

(i) Business combinations

The Group accounts for business combinations using the acquisition method when the acquired set of activities and assets meets the definition

of a business and control is transferred to the Group. In determining whether a particular set of activities and assets is a business, the Group

assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired

set has the ability to produce outputs.

The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill

arising is tested semi-annually for impairment. Any gain on a bargain purchase is recognised in the profit or loss immediately. Transaction costs

are expensed as incurred, except if related to the issue of debt or equity securities.

Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the

definition of a financial instrument is classified as equity, then it is not remeasured, and settlement is accounted for within equity. Otherwise,

other contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent

consideration are recognised in the profit or loss. A contingent consideration in which the contingent payments are forfeited if employment is

terminated is compensation for the post-combination services and is not included in the calculation of the consideration and recognised as

employee-related costs.

Cash payments arising from settlement of contingent consideration and redemption liability are disclosed in financing activities in the

consolidated statement of cash flows.

When a business combination is achieved in stages, the Group’s previously held interests in the acquired entity are remeasured to its acquisition-

date fair value and the resulting gain or loss, if any, is recognised in the profit or loss. Amounts arising from interests in the acquiree prior to the

acquisition date that have previously been recognised in other comprehensive income are reclassified to the profit or loss, where such treatment

would be appropriate if that interest were disposed of.

(ii) Subsidiaries

Subsidiaries are entities controlled by the Group. Control is achieved when the Group:

• has the power over the entity;

• is exposed, or has rights, to variable return from its involvement with the entity; and

• has the ability to use its power over the entity to affect its returns.

The Group reassesses whether or not it controls an entity if facts and circumstances indicate that there are changes to one or more of the three

elements of control listed above.

When the Group has less than a majority of the voting rights of an investee, it considers that it has power over the investee when the voting rights

are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Group considers all relevant facts and

circumstances in assessing whether or not the Company’s voting rights in an investee are sufficient to give it power, including:

• the size of the Group’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders;

• potential voting rights held by the Company, other vote holders or other parties;

• rights arising from other contractual arrangements; and

• any additional facts and circumstances that indicate that the Group has, or does not have, the current ability to direct the relevant activities

atthe time that the time that decisions need to be made, including voting patterns at previous shareholders’ meetings.

Where the Group holds a currently exercisable call option, the rights arising as a result of the exercise of the call option are included in the

assessment above of whether the Group has control.

The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences

untilthe duntil the date on which control ceases.

(iii) Non-controlling interests (NCI)

NCI are measured initially at their proportionate share of the acquiree’s identifiable net assets at the date of acquisition.

Changes in the Group’s interest in a subsidiary that do not result in a change of control are accounted for as equity transactions. The difference

between the consideration and the carrying value of the NCI is recognised as profit/loss in the retained earnings.

(iv) Loss of control

When the Group loses control over a subsidiary it derecognises the assets and liabilities of the subsidiary and any related NCI and other

components of equity. Any resulting gain or loss is recognised in the profit or loss.

(v) Investments in associates and equity call options

An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture.

Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control

over those policies.

The considerations made in determining significant influence or joint control are similar to those necessary to determine control over subsidiaries.

In the consolidated financial statements, the Group’s investments in associates are accounted for using the equity method ofaccethod of accounting.

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Note 5 – Significant accounting policies continued

A. Basis of consolidation continued

(v) Investments in associates and equity call options continued

Under the equity method, the investment in an associate or a joint venture is carried in the consolidated balance sheet at cost plus post-acquisition

changes in the Group’s share of the net assets of the associate. The Group’s share of the results of the associate is included in the profit or loss.

Losses of the associate or joint venture in excess of the Group’s cost of the investment are recognised as a liability only when the Group has

incurred obligations on behalf of the associate.

On acquisition of the investment, any difference between the cost of the investment and share of the associate’s identifiable assets and liabilities

is accounted for as follows:

• Any premium paid is capitalised and included in the carrying amount of the associate.

• Any excess of the share of the net fair value of the associate’s identifiable assets and liabilities over the cost of the investment is included as

income in the determination of the share of the associate’s profit or loss in the period in which the investment is acquired.

Any intangibles identified and included as part of the investment are amortised over their assumed useful economic life. Where there is objective

evidence that the investment in an associate may be impaired the carrying amount of the investment is tested for impairment in the same way as

other non-financial assets.

The aggregate of the Group’s share of profit or loss of an associate is shown on the face of the profit or loss outside operating profit and

represents profit or loss before tax. The associated tax charge is disclosed in income tax.

The Group recognises its share of any changes in the equity of the associate through the consolidated statement of changes in equity. Profits

and losses resulting from transactions between the Group and the associate are eliminated to the extent of the Group’s interest in the associate.

The Group applies equity accounting only up to the date an investment in associate meets the criteria for classification as held for sale. From

then onwards, the investment is measured at the lower of its carrying amount and fair value less costs to sell.

When potential voting rights or other derivatives containing potential voting rights exist, the Group’s interest in an associate is determined solely

on the basis of existing ownership interests and does not reflect the possible exercise or conversion of potential voting rights and other derivative

instruments unless there is an existing ownership interest as a result of a transaction that currently gives it access to the returns associated with

an ownership interest. In such circumstances, the proportion allocated to the entity is determined by taking into account the eventual exercise

of those potential voting rights and other derivative instruments that currently give the entity access to the returns. When instruments containing

potential voting rights in substance currently give access to the returns associated with an ownership interest in an associate or a joint venture,

the instruments are not subject to IFRS 9 and equity accounting is applied. In all other cases, instruments containing potential voting rights in an

associate or a joint venture are accounted for in accordance with IFRS 9.

A derivative financial asset is measured under fair value under IFRS 9. In the case where there is significant influence, but the option is not

currently exercisable, there is still an investment in associate but as there is no current access to profits the option is fair valued instead.

Derivatives are recorded at fair value and classified as assets when their fair value is positive and as liabilities when their fair value is negative.

Subsequently, derivatives are measured at fair value.

(vi) Equity investments held at fair value

All equity investments in scope of IFRS 9 are measured at fair value in the balance sheet. Fair value changes are recognised in the profit or loss.

Fair value is based on quoted market prices (Level 1). Where this is not possible, fair value is assessed based on alternative methods (Level 3).

(vii) Transactions eliminated on consolidation

Intra-group balances and transactions are eliminated. Unrealised gains arising from transactions with equity-accounted investees are eliminated

against the investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains,

but only to the extent that there is no evidence of impairment.

B. Foreign currency

(i) Foreign currency transactions

Transactions in foreign currencies are translated into the respective functional currencies of Group companies at the exchange rates at the

dates of thetransdates of the transactions.

Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date.

Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate

when the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange

rate at the date of the transaction. Foreign currency differences are generally recognised in the profit or loss and presented within finance costs.

(ii) Foreign operations

On consolidation, the assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are

translated into Euro at the exchange rates at the reporting date and their statements of profit or loss are translated into Euro at the end of each

month at the average exchange rate for the month which approximates the exchange rates at the date of the transactions.

The exchange differences arising on the translation for consolidation are recognised in other comprehensive income (OCI) and accumulated in

the foreign exchange reserve.

When a foreign operation is disposed of in its entirety or partially such that control, significant influence or joint control is lost, the cumulative

amount in the foreign exchange reserve relating to the foreign operation is reclassified to the profit or loss as part of the gain or loss on disposal.

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Financial Statements

Notes to the financial statements continued

Note 5 – Significant accounting policies continued

C. Discontinued operation

A discontinued operation is a component of the Group’s business, the operations and cash flows of which can be clearly distinguished

fromtherest of the Gfrom the rest of the Group and which:

• represents a separate major line of business or geographical area of operations;

• is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations; or

• is a subsidiary acquired exclusively with a view to resale.

Classification as a discontinued operation occurs at the earlier of disposal or when the operation meets the criteria to be classified as

held for sale.

When an operation is classified as a discontinued operation, the comparative statement of comprehensive income is re-presented as if

theopthe operation had been discontinued from the start of the comparative year.

D. Revenue recognition

The majority of the Group’s revenue is derived from selling services with revenue recognised when services have been delivered to the

customer. Revenue comprises the fair value of the consideration received or receivable for the supply of services in the ordinary course of

the Group’s activities. Revenue is recognised when economic benefits are expected to flow to the Group. Specific criteria and performance

obligations are described below for each of the Group’s material revenue streams.

Type of income Nature, timing of satisfaction of performance obligations and signiﬁcant payment terms

B2B licensee fee Licensee fee is the standard operator income of the Group which relates to licensed technology and the provision of

certain services provided via various distribution channels (online, mobile or land-based interfaces).

Licensee fee is based on the underlying gaming revenue earned by our licensees calculated using the contractual terms

in place. Revenue is recognised when performance obligation is met which is when the gaming transaction occurs.

ThepThe payment terms of the B2B licensee fee is on average 30 days from the invoice date.

B2B ﬁxed-fee income Fixed-fee income is the standard operator income of the Group which includes revenue derived from the provision

ofcerof certain services and licensed technology for which charges are based on a fixed fee and/or stepped according to

themothe monthly usage ofthe seage of the service/technology. The usage measurement is typically reset on a monthly basis.

The performance obligation is met and revenue is recognised once the obligations under the contracts have been met

which is when the services have been provided.

Services provided and fees for:

a. minimum revenue guarantee: the additional balance billed by the Group on a monthly basis for the difference in the

minimum guarantee per licensee contract and actual performance; and

b. other: hosting, live, set-up, content delivery network and maintenance fees. The fees charge to licensees for these

services are fixed per month.

The amounts for the above are recognised over the life of the contracts and are typically charged on a fixed percentage

and stepped according to the monthly usage of the service depending on the type of service. Set-up fees are recognised

over the whole period of the contract, with an average period of 36 months. The revenue is recognised monthly over the

period ofthe ciod of the contract and the payment terms of the B2B fixed fee income is on average 30 days from the invoice date.

B2B cost-based revenue Cost-based revenue is the standard operator income of the Group which is made of the total revenue charged to the

licensee based on the development costs needed to satisfy the contract with the licensee.

The largest type of service included in cost-based revenue is the dedicated team costs. Dedicated team employees are

charged back to the client based on time spent on each product.

Cost-based revenues are recognised on a monthly basis based on the contract in place of licensee with Playtech and any

additional services needed on development are charged to the licensee upon delivery of the service. The payment terms

ofthe B2B cof the B2B cost-based revenue is on average 30 days from the invoice date.

B2B revenue received from

thesale of harthe sale of hardware

Revenue received from the sale of hardware is the total revenue charged to customers upon the sale of each hardware

product. The performance obligation is met and revenue is recognised on delivery of the hardware and acceptance

bythecustomby the customer.

Revenue received from future sale of hardware is recognised as deferred revenue. Once the obligation for the future

sale is met, revenue is then recognised in profit or loss. The payment terms of the B2B revenue received from thesale e sale

ofhardware is oof hardware is on average 30 days from the invoice date.

Additional B2B servicesfAdditional B2B services fee This income is calculated based on the profit and/or net revenues generated by the customer in return for the additional

services provided to them by the Group. This is typically charged on a monthly basis and is measured using a predetermined

percentage set in each licensee arrangement. The revenue is only recognised when the customer’s activities go live and

the revenue from the additional B2B services is recognised only once the Group is unconditionally contractually entitled

to it. The Directors have determined that this is when the customer starts generating profits which is later than when the

customer goes live with its B2C operations. The Directors' rationale is that there is uncertainty that the Group will collect the

consideration to which it is entitled before the customer starts generating profits and therefore, the revenue is wholly variable.

The payment terms of the additional B2B services fees is on average 30 days from the invoice date .

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Financial Statements

Type of income Nature, timing of satisfaction of performance obligations and signiﬁcant payment terms

B2C revenue In respect of B2C Snaitech revenues, the Group acts as principal with the end customer, with specific revenue policies

as follows:

• The revenues from land-based gaming machines are recognised net of the winnings, jackpots and certain flat-rate

gaming tax.

• The revenue from online gaming (games of skill/casino/bingo) are recognised net of the winnings, jackpots, bonuses

and certain flat-rate gaming tax. In respect of Casino and Bingo, revenue is recognised at the conclusion of the bet.

Revenue from games of skill is recognised at the conclusion of the bet.

• The revenues related to the acceptance of fixed odds bets are considered financial instruments under IFRS 9 and

arerecogare recognised net of certain flat-rate gaming tax, winnings, bonuses and the fair value of open bets.

• Revenues related to fixed odds bets are recognised at the conclusion of the event.

• Poker revenues in the form of commission (i.e. rake) is recognised at the conclusion of each poker hand.

ThepThe performance obligation is the provision of the poker games to the players.

• All the revenues from gaming machines are recorded net of players’ winnings and certain gaming taxes while the

concession fees payable to the regulator and the compensation of operators, franchisees and platform providers are

accounted as expenses. Revenue is recognised at the time of the bet.

Where the gaming tax incurred is directly measured by reference to the individual customer transaction and related to

thestake (descthe stake (described as “flat-rate tax” above), this is deducted from revenue.

Where the tax incurred is measured by reference to the Group’s net result from betting and gaming activity, this is not

deducted from revenue and is recognised as an expense.

In respect of Sun Bingo and B2C Sport revenue, the Group acts as principal with the end customer, with revenue being

recognised at the conclusion of the event, net of winnings, jackpots and bonuses.

Financial trading income

(discontinued operations)

Financial trading income represents gains (including commission) and losses arising on client trading activity, primarily

incoin contracts for difference on shares, indexes, commodities and foreign exchange.

Open client positions are carried at fair market value and gains and losses arising on this valuation are recognised in

revenue as well as gains and losses realised on positions that have closed.

The performance obligation is met in the accounting periods in which the trading transaction occurs and is concluded.

Based on the services provided by the Group, excluding certain rebates provided to customers in the Financial division, no return, refund and

other similar obligations exist. Moreover, no warranties and related obligations exist.

E. Share-based payments

Certain employees participate in the Group’s share option plans. Following the 2012 LTIP employees are granted cash-settled options and

equity-settled options. The Remuneration Committee has the option to determine if the option will be settled in cash or equity, a decision

that is made at grant date. The fair value of the equity-settled options granted is charged to the profit or loss on a straight-line basis over the

vesting period and the credit is taken to equity, based on the Group’s estimate of shares that will eventually vest. Fair value is determined

by the Black-Scholes, Monte Carlo or binomial valuation model, as appropriate. The cash-settled options are presented as a liability. The

liability is remeasured at each reporting date and settlement date so that the ultimate liability equals the cash payment on settlement date.

Remeasurements of the fair value of the liability are recognised in profit or loss.

The Group has also granted awards to be distributed from the Group’s Employee Benefit Trust. The fair value of these awards is based on

the market price at the date of the grant; some of the grants have performance conditions. The performance conditions are for the Executive

Management and include targets based on growth in earnings per share and total shareholder return over a specific period compared to other

competitors. The fair value of the awards with market performance conditions is factored into the overall fair value and determined using a

MonteCaMonte Carlo method. Where these options lapse due to not meeting market performance conditions the share option charge is not reversed.

F. Income tax

The income tax expense represents the sum of the tax currently payable and deferred tax.

(i) Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in profit or loss because

it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or

deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of

therepothe reporting period.

A provision is recognised for those matters for which the tax determination is uncertain, but it is considered probable that there will be a

future outflow of funds to a tax authority. The provisions are measured at the best estimate of the amount expected to become payable.

TheaThe assessment is based on the judgement of tax professionals within the Company supported by previous experience in respect of

suchactivitieh activities and in certain cases based on specialist tax advice.

Note 5 – Significant accounting policies continued

D. Revenue recognition continued

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Financial Statements

Notes to the financial statements continued

Note 5 – Significant accounting policies continued

F. Income tax continued

(ii) Deferred tax

Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying

amounts for financial reporting purposes at the reporting date.

Deferred tax liabilities are recognised for all taxable temporary differences, except:

• when the deferred tax liability arises from the initial recognition of goodwill or 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 taxable profit or loss; and

• in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, when 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, the carry forward of unused tax credits and any unused tax losses.

Deferred tax assets are recognised in the period in which the deductible temporary differences arise when there are sufficient taxable temporary

differences relating to the same taxation authority and the same taxable entity which are expected to reverse, or where it is probable that taxable

profit will be available against which a deductible temporary difference can be utilised.

Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary

differences, and the carry forward of unused tax credits and unused tax losses can be utilised, except:

• when the deferred tax asset relating to the deductible temporary difference 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 taxable profit

or loss; and

• in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred

tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable

profit will be available against which the temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting 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. Unrecognised deferred tax assets are

reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the

deferredtadeferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability

issettlis settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Deferred tax relating to items recognised outside the profit or loss is recognised outside the profit or loss. Deferred tax items are recognised

incoin correlation to the underlying transaction either in OCI or directly in equity.

Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition at that date, are recognised

subsequently, if new information about facts and circumstances change. The adjustment is either treated as a reduction in goodwill (as long

asitdoas it does not exceed goodwill) if it was recognised during the measurement period or is otherwise recognised in profit or loss.

The Group offsets deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right to set off current tax assets and

current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either

the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the

assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected

to be settled or recovered.

The tax base of assets and liabilities is assessed at each reporting date, and changes in the tax base that result from internal reorganisations,

changes in the expected manner of recovery or changes in tax law are reflected in the calculation of deductible and taxable temporary differences.

G. Finance expense

Finance expense arising on interest-bearing financial instruments carried at amortised cost are recognised in the profit or loss 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.

Interest expense arising on the above during the period is disclosed under the financing activities in the consolidated statement of cash flows.

H. Inventories

Inventories are initially recognised at cost, and subsequently at the lower of cost and net realisable value. Cost comprises all costs of purchase,

costs of conversion and other costs incurred in bringing the inventories to their present location and condition.

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Financial Statements

Note 5 – Significant accounting policies continued

I. Property, plant and equipment

(i) Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items

(majorc(major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss.

(ii) Subsequent expenditure

Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.

(iii) Depreciation

Depreciation is calculated to write off the cost of items of property, plant and equipment less their estimated residual values using the straight-

line method over their estimated useful lives, and is generally recognised in profit or loss. Land is not depreciated.

The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:

Computers and gaming machines 20–33

Oce furniture and equipmenOffice furniture and equipment 7–33

Freehold and leasehold buildings and improvements 3–20, or over the length of the lease

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

J. Intangible assets and goodwill

(i) Recognition and measurement

Goodwill

Goodwill represents the excess of the cost of a business combination over the Group’s interest in the fair value of identifiable assets, liabilities

and contingent liabilities acquired. Cost comprises the fair value of assets given, liabilities assumed and equity instruments issued, plus the

amount of any non-controlling interests in the acquiree plus, if the business combination is achieved in stages, the fair value of the existing equity

interest in the acquiree. Contingent consideration is included in cost at its acquisition date fair value and, in the case of contingent consideration

classified as a financial liability, remeasured subsequently through profit or loss. Direct costs of acquisition are recognised immediately as an

expense. Goodwill is capitalised as an intangible asset with any impairment in carrying value being charged to the profit or loss. Where the fair

value of identifiable assets, liabilities and contingent liabilities exceed the fair value of consideration paid, the excess is credited in full to the profit

or loss on the acquisition date as a gain on bargain purchase.

Externally acquired intangible assets

Other intangible assets that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortisation and any

accumulated impairment losses.

Business combinations

Intangible assets are recognised on business combinations if they are separable from the acquired entity or give rise to other contractual/legal

rights. Thea. The amounts ascribed to such intangibles are arrived at by using appropriate valuation techniques.

Internally generated intangible assets (development costs)

Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the Group

are recognised as intangible assets where the following criteria are met:

• it is technically feasible to complete the software so that it will be available for use;

• management intends to complete the software and use or sell it;

• there is an ability to use or sell the software;

• it can be demonstrated how the software will generate probable future economic benefits;

• adequate technical, financial and other resources to complete the development and to use or sell the software are available; and

• the expenditure attributable to the software during its development can be reliably measured.

The amount initially recognised for internally generated intangible assets is the sum of the expenditure incurred from the date when the

intangible asset first meets the recognition criteria listed above. Expenditure includes salaries, wages and other employee-related costs

directly engaged in generating the assets and any other expenditure that is directly attributable to generating the assets (i.e. certifications

andaand amortisation of right of use assets). Where no internally generated intangible asset can be recognised, development expenditure is

recognised in profit or loss in the period in which it is incurred.

(ii) Subsequent expenditure

Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates.

AllotheAll other expenditure, including expenditure on internally generated goodwill and brands, is recognised in the profit or loss as incurred.

(iii) Amortisation

Amortisation is calculated to write off the cost of intangible assets less their estimated residual values using the straight-line method over

theirestimated usr estimated useful lives and is generally recognised in the profit or loss. Goodwill is not amortised.

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Financial Statements

Notes to the financial statements continued

Note 5 – Significant accounting policies continued

J. Intangible assets and goodwill continued

(iii) Amortisation continued

The estimated useful lives for current and comparative periods are as follows:

Domain names Nil

Internally generated capitalised development costs 20–33

Technology IP 13–33

Customer lists In line with projected cash ﬂows or 7–20

AliaAffiliate contracts 5–12.5

Patents and licences 10–33 or over the period of the licence

Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

K. Assets held for sale

Non-current assets, or disposal groups comprising assets and liabilities, are classified as held for sale if it is highly probable that they will be

recovered primarily through sale rather than through continuing use.

The criteria for held for sale classification is regarded as met only when the sale is highly probable, and the asset or disposal group is available for

immediate sale in its present condition. Actions required to complete the sale should indicate that it is unlikely that significant changes to the sale

will be made or that the decision to sell will be withdrawn. Management must be committed to the plan to sell the asset and the sale expected to

be completed within one year from the date of the classification.

Such assets, or disposal groups, are measured at the lower of their carrying amount and fair value less costs to sell. Any impairment loss on a

disposal group is allocated first to goodwill, and then to the remaining assets on a pro rata basis, except that no loss is allocated to inventories,

financial assets or deferred tax assets, which continue to be measured in accordance with the Group’s other accounting policies. Impairment

losses on initial classification as held for sale or held for distribution and subsequent gains and losses on remeasurement are recognised in the

profit or loss.

Once classified as held for sale, intangible assets and property, plant and equipment are no longer amortised or depreciated.

L. Financial instruments

Initial recognition and subsequent measurement

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

(i) Financial assets

Initial recognition and measurement

Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other comprehensive

income and fair value through profit or loss.

The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Group’s

business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which

the Group has applied the practical expedient, the Group initially measures a financial asset at its fair value plus, in the case of a financial asset

not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which

the Group has applied the practical expedient are measured at the transaction price. In order for a financial asset to be classified and measured

at amortised cost or fair value through OCI, it needs to give rise to cash flows that are solely payments of principal and interest (SPPI) on the

principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial assets with cash

flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model.

Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in four categories:

• financial assets at amortised cost (debt instruments);

• financial assets at fair value through other comprehensive income with recycling of cumulative gains and losses (debt instruments);

• financial assets designated at fair value through other comprehensive income with no recycling of cumulative gains and losses upon

derecognition (equity instruments); and

• financial assets at fair value through profit or loss.

Financial assets at amortised cost (debt instruments)

Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains

and losses are recognised in the profit or loss when the asset is derecognised, modified or impaired. The Group’s financial assets at amortised

cost include trade receivables, loans receivable and cash and cash equivalents.

Cash and cash equivalents consist of cash at bank and in hand, short-term deposits with an original maturity of less than three months and

customer balances.

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss are carried in the balance sheet at fair value with net changes in fair value recognised in the

profit or loss. This category includes listed equity investments which the Group had not irrevocably elected to classify at fair value through OCI.

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Note 5 – Significant accounting policies continued

L. Financial instruments continued

(i) Financial assets continued

Financial assets at fair value through profit or loss continued

The Group recognises a debt financial instrument with an embedded conversion option, such as a loan convertible into ordinary shares of an

entity, as a financial asset in the balance sheet. On initial recognition, the convertible loan is measured at fair value with any gain or loss arising on

subsequent measurement until conversion recognised in profit or loss. On conversion of a convertible instrument, the Group derecognises the

financial asset component and recognises it as an investment (equity interest, associate, joint venture or subsidiary) depending on the results of

the assessment performed under the relevant standards.

At every reporting date, the Group evaluates whether the debt instrument is considered to have low credit risk using all reasonable and

supportable information that is available without undue cost or effort. In making that evaluation, the Group reassesses the internal credit

rating of the debt instrument. In addition, the Group considers whether there has been a significant increase in credit risk depending on the

characteristics of each debt instrument.

Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised

(i.e.r removed from the Group’s consolidated balance sheet) when:

• the rights to receive cash flows from the asset have expired; or

• the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full

without material delay to a third party under a “pass-through” arrangement, and either (a) the Group has transferred substantially all the risks

and rewards of the asset; or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has

transferred control of the asset.

When the Group has transferred its rights to receive cash flows from an asset or has entered into a passthrough arrangement, it evaluates if, and

to what extent, it has retained the risks and rewards of ownership. When it has neither: transferred nor retained substantially all of the risks and

rewards of the asset, nor transferred control of the asset, the Group continues to recognise the transferred asset to the extent of its continuing

involvement. In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are measured on

abasa basis that reflects the rights and obligations that the Group has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount

ofthe asof the asset and the maximum amount of consideration that the Group could be required to repay .

Impairment

The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs

are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group

expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from

the sale of collateral held or other credit enhancements that are integral to the contractual terms.

ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition,

ECLs are provided for credit losses that result from default events that are possible within the next 12 months (a 12-month ECL). For those credit

exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses

expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).

For trade receivables, the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk,

but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is

based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.

(ii) Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables,

or; derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial liabilities are recognised initially at fair value

and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Group’s financial liabilities include trade

and other payables, loans and borrowings including bank overdrafts, and derivative financial instruments.

Subsequent measurement

For purposes of subsequent measurement, financial liabilities are classified in two categories:

• financial liabilities at fair value through profit or loss; and

• financial liabilities at amortised cost (loans and borrowings and bonds).

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial

recognition as at fair value through profit or loss.

Financial liabilities at amortised cost

This is the category most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are subsequently measured

at amortised cost using the effective interest rate (EIR) method. Gains and losses are recognised in the profit or loss when the liabilities are

derecognised as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium

onacqon acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the profit or loss.

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Financial Statements

Notes to the financial statements continued

Note 5 – Significant accounting policies continued

L. Financial instruments continued

(ii) Financial liabilities continued

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability

is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such

an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the

respective carrying amounts is recognised in the profit or loss .

(iii) Offsetting

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currentlyenforcere is a currently enforceable legal right

to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle theliabe the liabilities simultaneously.

M. Share capital

Ordinary shares are classified as equity and are stated at the proceeds received net of direct issue costs.

N. Share buyback

Consideration paid for the share buyback is recognised against the additional paid in capital. Any excess of the consideration paid over the

weighted average price of shares in issue is debited to the retained earnings.

O. Employee Benefit Trust

Consideration paid/received for the purchase/sale of shares subsequently put in the Employee Benefit Trust, which is controlled by the

Company, is recognised directly in equity. The cost of shares held is presented as a separate reserve (the “Employee Benefit Trust reserve”).

Any excess of the consideration received on the sale of treasury shares over the weighted average cost of the shares sold is credited to

retained earnings.

P. Dividends

Dividends are recognised when they become legally due. In the case of interim dividends to equity shareholders, this is when paid by the

Directors. In the case of final dividends, this is when they are declared and approved by the shareholders at the AGM.

Q. Impairment of non-financial assets

At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than inventories and deferred tax assets)

todetermine wto determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

Goodwill is tested semi-annually for impairment.

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are

largely independent of the cash inflows of other assets or CGUs. Goodwill arising from a business combination is allocated to CGUs that are

expected to benefit from the synergies of the combination.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs of disposal. Value in use is based on the

estimated future cash flows, discounted to their present value using a post-tax discount rate that reflects current market assessments of the

timevaltime value of money and the risks specific to the asset or CGU.

An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount.

Impairment losses are recognised in the profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the

CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset’s

carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment

loss had beenrecoeen recognised.

R. Provisions

Provisions for legal claims are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable

that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated. Provisions are not recognised for

future operating losses.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the

class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same

class of obligations may be minimum.

Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the

end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of

the time value of money and the risks specific to the liability.

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Note 5 – Significant accounting policies continued

S. Leases

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract

conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Group as a lessee

The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets.

The Group recognises lease liabilities to make lease payments and right of use assets representing the right to use the underlying assets.

(i) Right of use assets

The Group recognises right of use assets at the commencement date of the lease (i.e. the date the underlying asset is available for use).

Right-of-use assets are measured at cost, less any accumulated amortisation and impairment losses and adjusted for any remeasurement of

lease liabilities. The cost of right of use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments

made at or before the commencement date less any lease incentives received. Right of use assets are amortised on a straight-line basis over the

shorter of the lease term and the estimated useful lives of the assets.

(ii) Lease liabilities

At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made

over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable,

variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease

payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties

forterminfor terminating the lease, if the lease term reflects the Group exercising the option to terminate.

Variable lease payments that do not depend on an index or a rate are recognised as expenses in the period in which the event or condition that

triggers the payment occurs.

In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the

interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect

the accretion of interest and reduced for the lease payments made.

In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease

payments (e.g. changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in

the assessment of an option to purchase the underlying asset. When the lease liability is remeasured in this way, a corresponding adjustment is

made to the carrying amount of the right of use asset or is recorded in the profit or loss if the carrying amount of the right of use asset has been

reduced to zero.

The cash payments made in relation to long-term leases is split between principal and interest paid on lease liability and disclosed within

financing activities in the consolidated statement of cash flows.

(iii) Short-term leases and leases of low-value assets

The Group applies the short-term lease recognition exemption to its short-term leases (i.e. those leases that have a lease term of 12 months or

less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to

leases that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on

a straight-line basis over the lease term and included within financing activities in the consolidated statement of cash flows.

T. Fair value measurement

“Fair value” is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants

at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability

takes place either: (a) in the principal market for the asset or liability; or (b) in the absence of a principal market, in the most advantageous market

for the asset orliaset or liability.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability,

assuming that market participants act in their economic best interest.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value,

maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy,

described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

• Level 1 – quoted (unadjusted) market prices in active markets for identical assets or liabilities.

• Level 2 – valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.

• Level 3 – valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

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Financial Statements

Notes to the financial statements continued

Note 5 – Significant accounting policies continued

U. Adjusted results

The Group discloses EBITDA, being the profit before interest, taxes, depreciation and amortisation. EBITDA is a measure of the Group’s overall

financial performance and profitability which the Directors consider useful to reflect the underlying performance of the business.

The Board of Directors believes that in order to best represent the trading performance and results of the Group, the reported numbers should

exclude certain non-cash items, one-off items and the impact of substantial reorganisations and acquisition-related items.

Adjusted EBITDA and Adjusted Profit/Loss after making these exclusions are therefore presented alongside the reported EBITDA and reported

Profit/loss in the consolidated statement of comprehensive income.

The Directors use the Adjusted EBITDA and Adjusted Profit/Loss to understand, manage and evaluate the business and make operating

decisions. These adjusted measures are among the primary factors management uses in planning for and forecasting future periods.

Furthermore, compensation of the executives is based in part on the performance of the business based on Adjusted EBITDA.

Adjusted results exclude the following items:

• Material non-cash items: these items are excluded to better analyse the underlying cash transactions of the business as the management

regularly monitors the operating cash conversion to Adjusted EBITDA.

• Material one-off items: there items are excluded to get normalised results that are distorted by unusual or infrequent items unusual or

infrequent items that are excluded to get normalised results that were previously distorted by these items. Unusual items include highly

abnormal, one-off and only incidentally relating to the ordinary activities of the Group. Infrequent items are those which are not reasonably

expected to recur in the foreseeable future given the environment in which the Group operates.

• Material reorganisations and acquisition-related items: these items are excluded as they are not considered related to the ordinary activities

ofthe buof the business and are not considered to be ongoing costs of the operations of the business.

In addition, management presents underlying adjusted results and constant currency adjusted results to the Board of Directors.

Underlying adjusted results are presented as an alternative performance measure to exclude the impact of acquisitions made in the period or

inthe cin the comparable period in order to present a more accurate “like-for-like” comparison over the comparable period.

Constant currency adjusted results are presented in order to try and present measures that exclude the effect of currency fluctuations. In view

of the fact that the Group has transactions in foreign currencies and may be affected from the fluctuations of the currencies, all transactions in

foreign currencies are converted to Euro using the exchange rate of the comparable period.

As these are non-GAAP measures, they should not be considered as replacements for IFRS measures. The Group’s definition of these non-GAAP

measures may not be comparable to other similarly titled measures reported by other companies. A full reconciliation of adjustments is included

in Note 10.

Note 6 – Significant accounting judgements, estimates and assumptions

In preparing these consolidated financial statements, management has made judgements and estimates that affect the application of the

Group’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual events may differ from these estimates.

Judgements

In the process of applying the Group’s accounting policies management has made the following judgements, which have the most significant

effect on the amounts recognised in the consolidated financial statements.

Revenue from contracts with customers

The Group applies judgement in determining whether it is acting as a principal or an agent specifically on the revenue earned under the B2B

licensee fee stream. This income falls within the scope of IFRS 15 Revenue from Contracts with Customers. In making these judgements, the

Group considers, by examining each contract with its customers, which party has the primary responsibility for providing the services and is

exposed to the majority of the risks and rewards associated with providing the services, as well as if it has latitude in establishing prices, either

directly or indirectly. The business model of this division is predominantly a revenue share model which is based on royalties earned from B2C

business partners’ revenue.

IFRS 15, paragraph B37 describes indicators that an entity controls the specified good or service before it is transferred to a customer and

therefore acts as the principal. Based on this assessment it was concluded that Playtech is acting as an agent under the B2B licensee fee stream

due to the three indicators under B37 which are not satisfied as follows:

• Playtech is responsible in fulfilling the contract to the operator, principally in respect of the software solutions, and not to the end customer

which is the responsibility of the operator;

• there is no inventory risk as Playtech does not have the ability to direct the use of, and obtain substantially all of the remaining benefits from

thegothe good or service before it is transferred to the end customer; and

• Playtech does not have any discretion in establishing prices set by the operator to third parties.

Based on the above it was determined that the Group was acting as agent and revenue is recognised as the net amount of B2B licensee fees

received. The majority of this B2B revenue is recognised when the gaming or betting activity used as the basis for the revenue share calculation

takes place, and furthermore is only recognised when collection is virtually certain with a legally enforceable right to collect.

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Note 6 – Significant accounting judgements, estimates and assumptions continued

Judgements continued

Internally generated intangible assets

The Group capitalises costs for product development projects. Expenditure on internally developed products is capitalised when it meets

thefollowithe following criteria:

• adequate resources are available to complete and sell the product;

• the Group is able to sell the product;

• sale of the product will generate future economic benefits; and

• expenditure on the project can be measured reliably.

Initial capitalisation of cost is based on the management’s judgement that the technological and economic feasibility is confirmed, usually when

product development has reached a defined milestone and future economic benefits are expected to be realised according to an established

project management model. Following capitalisation, an assessment is performed in regard to project recoverability which is based on the

actual return of the project. During the year, the Group capitalised €57.5 million (2021: €51.3 million) and the carrying amount of capitalised

development costs as at31Dosts as at 31 December 2022 was €123.2 million (2021: €122.3 million).

Adjusted performance measures

As noted in Note 5, paragraph U, the Group presents adjusted performance measures which differ from statutory measures due to exclusion

of certain non-cash and one-off items and material reorganisation and acquisition-related items from the actual results. The determination

of whether non-cash and one-off items and material reorganisation and acquisition-related items should form part of the adjusted results

is a matter of judgement and is based on whether the inclusion/exclusion from the results represent more closely the consistent trading

performance of the business. The items excluded from the adjusted measures are described in further detail in Note 10.

Provision for risks and charges and potential liabilities

The Group operates in a number of regulated markets and is subject to lawsuits and potential lawsuits regarding complex legal matters, which

are subject to a different degree of uncertainty in different jurisdictions and under different laws. For all material ongoing and potential legal

and regulatory claims against the Group, an assessment is performed to consider whether an obligation or possible obligation exists and

to determine the probability of any potential outflow to determine whether a claim results in the recognition of a provision or disclosure of a

contingent liability. The timing of payment of provisions is subject to uncertainty and may have an effect on the presentation of the provisions

as current and non-current liabilities in the balance sheet. Expected timing of payment and classification of provision is determined by the

management based on the latest information available at the reporting date. See Note 29 for further details.

Classification of equity call options

Background

In addition to the provision of software-related solutions as a B2B product, the Group also offers certain customers a form of offering (which

includes software and related services) which is termed a “structured agreement”. Structured agreements are customarily with customers which

have a gaming licence and are retail/land based operators that are looking to establish their online B2C businesses – these customers require

initial support beyond the provision of the Group’s standard B2B software technology. With this product offering, Playtech offers additional

services to support the customer’s B2C activities over and above the B2B software solution products.

Playtech generates revenues from the structured agreements as follows:

• the standard operator revenue (B2B licensee fee income as per Note 5D); and

• revenue based on predefined revenue generated by each customer under the structured agreement which is typically capped at a percentage

of the profit (also defined in each agreement) generated by the customer, which compensates Playtech for the additional services provided

(additional B2B services fee as per Note 5D).

Under these agreements, Playtech typically has a call option to acquire equity in the operating entities. If the call option is exercised by Playtech,

the Group would no longer provide certain services (which generally include technical and general strategic support services) and would no

longer receive the related additional B2B services fee. This mechanism is not designed as a control feature but mainly to protect Playtech’s

position should the customer be subject to an exit transaction. Playtech is therefore able to benefit from any value appreciation in the operation

and could also potentially cease to provide the additional B2B services should it choose to do so dependent on the nature of the exit transaction.

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Financial Statements

Notes to the financial statements continued

Note 6 – Significant accounting judgements, estimates and assumptions continued

Judgements continued

Classification of equity call options continued

Judgement applied

In respect of each of the structured agreements where the Group holds equity call options, management applies judgement to assess whether

the Group has control or significant influence. For each of the Group’s structured agreements an assessment was completed in Note 20 using

the below guidance.

The existence of control by an entity is evidenced if all of the below are met in accordance with IFRS 10 Consolidated Financial Statements,

paragraph 7:

• power over the investee;

• exposure, or rights, to variable returns from its involvement with the investee; and

• the ability to use its power over the investee to affect the amount of the investor’s returns.

In the cases where the Group assessed that it exercises control over these arrangements, then the company is consolidated in the Group’s

annual results in accordance with IFRS 10.

The existence of significant influence by an entity is usually evidenced in one or more of the following ways in accordance with IAS 28 Investment

in Associates and Joint Ventures, paragraph 6:

• representation on the board of directors or equivalent governing body of the investee;

• participation in policy-making processes, including participation in decisions about dividends or other distributions;

• material transactions between the entity and its investee;

• interchange of managerial personnel; or

• provision of essential technical information.

If the conclusion is that the Group has significant influence, the next consideration made is whether there is current access to net profits and

losses of the underlying associate. This is determined by the exercise conditions of each relevant equity call option and in particular whether

theoptiothe options are exercisable at the end of each reporting period.

If the option is exercisable then the investment is accounted for using the equity accounting method. However, in the cases where the company

over which the Group has a current exercisable option generates profits, management made a judgement and concluded that Playtech’s share

of profits (were the option to be exercised) should not be recognised as it is unlikely that the profits will be realised as the existing shareholder

has the right, and is entitled, to extract distributable profits. As such management did not consider it appropriate to recognise any share of these

profits. However, in the cases where the associate has generated losses, the Group’s percentage share is recognised and deducted from the

carrying value of the investment inanvestment in associate.

Management has made a further judgement that if the equity call option is not exercisable at the end of the reporting period, then the option

isrecois recorded at fair value as per IAS 28, paragraph 14 and recognised as a derivative financial asset as per IFRS 9 Financial Instruments.

Furthermore, under some of these arrangements the Group has provided loan advances. In such instances a judgement was made as to

whether these amounts form part of the Group’s investment in the associate as per IAS 28, paragraph 38, with a key consideration being

whether the Group expects settlement to occur in the foreseeable future. In the case where this is not expected and there is no set repayment

term, then it is concluded that in substance these loans are extensions of the entity’s investment in the associate and therefore would form part

of the cost of the investment.

Finally, the Group has certain agreements in relation to the provision of services by service providers in connection with certain of the Group’s

obligations under their various structured agreements. Under these arrangements, the service providers have certain rights to equity. In order for

these rights to crystallise, the Group must first exercise the relevant option. A judgement was therefore made that no current liability exists under

IAS 32, until the point when Playtech exercises the option.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, which have a significant

risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The

Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing

circumstances and assumptions about future developments may change due to market changes or circumstances arising that are beyond the

control of the Group. Such changes are reflected in the assumptions when they occur.

Impairment of non-financial assets

Impairment exists when the carrying value of an asset or cash-generating unit exceeds its recoverable amount, which is the higher of its fair

value less costs of disposal and its value in use. The value in use calculation is based on a discounted cash flow model (DCF). The cash flows

are derived from the budget for the next five years and do not include restructuring activities that the Group is not yet committed to or significant

future investments that may enhance the performance of the assets of the CGU being tested. The recoverable amount is sensitive to the

discount rate used for the DCF model as well as the expected future cash inflows and the growth rate used for extrapolation purposes. These

estimates are most relevant to goodwill and other intangibles with indefinite useful lives recognised by the Group. The key assumptions used to

determine the recoverable amount of the different CGUs, are disclosed and further explained in Note 19, including a sensitivity analysis for the

CGUs with lower headroom.

164

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Note 6 – Significant accounting judgements, estimates and assumptions continued

Estimates and assumptions continued

Income taxes

The Group is subject to income tax in several jurisdictions and significant judgement is required in determining the provision for income taxes.

During the ordinary course of business, there are transactions and calculations for which the ultimate tax determination is uncertain. As a result,

the Group recognises tax liabilities based on estimates of whether additional taxes and interest will be due. These tax liabilities are recognised

when, despite the Group’s belief that its tax return positions are supportable, the Group believes it is more likely than not that a taxation authority

would not accept its filing position. In these cases, the Group records its tax balances based on either the most likely amount or the expected

value, which weights multiple potential scenarios. The Group believes that its accruals for tax liabilities are adequate for all open audit years

based on its assessment of many factors including past experience and interpretations of tax law. This assessment relies on estimates and

assumptions and may involve a series of complex judgements about future events. To the extent that the final taxoutcomx outcome of these matters

is different than the amounts recorded, such differences will impact income tax expense in the period in which such determination is made.

Where management conclude that it is not probable that the taxation authority will accept an uncertain tax treatment, they calculate the effect

of uncertainty in determining the related taxable profit (tax loss), tax bases, unused tax losses, unused tax, credits or tax rates. The effect of

uncertainty for each uncertain tax treatment is reflected by using the expected value – the sum of the probabilities and the weighted amounts in

a range of possible outcomes. More details are included in Note 14.

Deferred tax asset

In evaluating the Group’s ability to recover our deferred tax assets in the jurisdiction from which they arise, management considers all available

positive and negative evidence, projected future taxable income, tax-planning strategies and results of recent operations. Deferred tax asset

is recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Judgement is required in determining the initial recognition and the subsequent carrying value of the deferred tax assets. Deferred tax asset is

only able to be recognised to the extent that utilisation is considered probable. It is possible that a change in profit forecasts or risk factors could

result in a material change to the income tax expense and deferred tax asset in future periods.

Deferred tax asset in the UK

As a result of the Group’s internal restructuring in January 2021, the Group is entitled to UK tax deductions in respect of certain goodwill and

intangible assets. A deferred tax asset was recognised as the tax base of the goodwill and intangible assets is in excess of the book value

base of those assets. At the beginning of the period, the net recognised deferred tax asset amounted to €63.6 million. As at 31 December

2022, an additional deferred tax asset of €5.2 million was recognised. This additional deferred tax asset has been recognised as the Group’s

management has concluded that it is probable for the UK entities to continue to generate taxable profits in the future against which the Group

can utilise the tax deductions for goodwill and intangible assets giving a tax benefit of €68.8 million. This represents the benefit of the deductions

against forecast profits for the next five years. During the year, €12.0 million has been utilised and the net recognised deferred tax asset as

at 31 December 2022 amounts to €56.8 million. In addition, a total of €37.0 million of deferred tax asset has not been recognised in respect

of the benefit of future tax deductions expected to arise after the next five years for the remaining useful economic life of the goodwill and

intangible assets.

The Group reviewed the latest forecasts for the UK companies for the next five years, including their ability to continue to generate income

beyond the forecast period under the tax laws substantively enacted at the reporting date. Based on this, the Group’s management concludes

that it is probable that the UK companies will continue to generate taxable income in the future. Any future changes in the tax law orthe strux law or the structure

of the Group could have a significant effect on the use of the tax deductions, including the period over which the deductions can be utilised.

The Group has recognised a deferred tax asset of €60.4 million in respect of tax losses and excess interest in the UK which are available to

offset against the future profits of the UK Group companies. Based on the current forecasts, these losses will be fully utilised over the next

five years.

Deferred tax assets in Italy

The Group has recognised a deferred tax asset of €23.1 million in respect of tax losses in Italy which are available to offset against the future

profits of the Italian Group companies. Based on the current forecasts, these losses will be fully utilised within the next five years.

The Group reviewed the latest forecasts for the Italian companies for the next five years, including their ability to continue to generate income

beyond the forecast period under the tax laws substantively enacted at the reporting date. Based on this, the Group management concludes

that it is probable that the Italian Group companies will continue to generate taxable income in the future against which the losses can be utilised.

Any future changes in the tax law or the structure of the Group could have a significant effect on the use of the tax deductions, including the

period over which the deductions can be utilised.

165

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Notes to the financial statements continued

Note 6 – Significant accounting judgements, estimates and assumptions continued

Estimates and assumptions continued

Impairment of financial assets

The Group undertook a review of trade receivables and other financial assets, as applicable, and their expected credit losses (ECLs). The review

considered the macroeconomic outlook, customer credit quality, exposure at default, and effect of payment deferral options as at the reporting date.

TheECL mThe ECL methodology and definition of default remained consistent with prior periods. The model inputs, including forward-looking information,

scenarios and associated weightings, together with the determination of the staging of exposures, were revised. The Group’s financial assets

consist of trade and loans receivables and cash and cash equivalents. ECL on cash balances was considered and calculated by reference

to Moody’s credit rating for each financial institution, while ECL on trade and loans receivables was based on past default experience and an

assessment of the future economic environment. More details are included in Note 38.

In respect of the Group’s Asian licensees’ business model an additional ECL risk was identified due to increase in collection days and uncertainty

over timing of receipt of funds. This resulted in an additional provision for bad debts of €15.4 million (2021: €7.5 million) recognised in the profit or

loss in H1 2022 with nothing further recognised in H2 2022.

Sun Bingo agreement

Background

The News UK contract commenced in 2016 and was originally set for a five-year period to June 2021. Both parties have obligations under

the contract, which include News UK providing access to brand and related materials as well as other services. Playtech has the primary

responsibility for the operation of the arrangement, but both parties have contractual responsibilities.

The related brands are used in Playtech’s B2C service, where the Group acts as the principal, meaning that in the Group’s consolidated

statement of comprehensive income:

• revenue from B2C customers is recognised as income; and

• the fees paid to News UK for use of the brands are an expense as they are effectively a supplier.

In the original contract, the fees payable were subject to a predetermined annual minimum guarantee (MG) which Playtech had to pay

to News UK.

During the period from 2016 to 2018, performance was not in line with expectations, and as such, the MG made this operation significantly loss

making for the Group. This opened the negotiations with News UK for certain amendments to the contract, which were agreed and signed in

February 2019 as follows:

• the MG was still payable up until the end of the original contract period, being June 2021, with no MG payable after that; and

• the contract term was extended to permit Playtech access to News UK’s brands and other related materials and other services, for a longer

period, to allow Playtech to recover its MG payments and to make a commercial return as was always envisaged. The term of the contract was

extended to end at the earlier of: a) five years from the date when Playtech had fully recovered all MG payments made; or b) 15 years from the

renegotiation (i.e. June 2036).

Judgements made on recognition and measurement

The annual MG paid to News UK was recognised in Playtech’s profit or loss up until February 2019, essentially being expensed over the original

term of the contract. However, from the point at which the amended contract became effective, the timing of the MG paid (being based on the

original terms) no longer reflected the period over which Playtech was consuming the use of the News UK brands and other related services

from them. As such, a prepayment was recorded to reflect the amount that had been paid, as at each period end, which related to the future use

of the brands and services. IFRS do not have a specific standard that deals with accounting for prepayments; however, the asset recognised as

aprepayma prepayment is in accordance with IAS 1 Presentation of Financial Statements.

At the commencement of the agreement and on renegotiation of the contract, the Directors considered whether the nature of the arrangement

gave rise to any intangible assets. At contract inception the Directors concluded that there were no such assets to recognise as both parties

had contractual obligations under the agreement to deliver services, as explained above. Post the contract renegotiation, the amounts to be

paid in the remainder of the initial period were considered to be advanced payments in respect of amounts to be earned by News UK over the

remainder of the extended contract period. Consequently, the Directors did not believe that there was a fundamental change in the nature of

thearrathe arrangements and it was considered most appropriate to categorise the amounts paid as operating expense prepayments.

As noted above, the term of this renegotiated contract is dependent on the future profitability of the contract, and it was expected that the future

profitability would mean the contract would finish before the end of the fixed term period. For this reason, it was considered appropriate that the

prepayment recognised should be released to the profit or loss in line with this expected profitability, rather than on astraigan on a straight-line basis.

The amounts held in non-current and current assets of €63.4 million and €3.6 million in Notes 21 and 23, respectively, are the difference between

the MG actually paid to News UK from February 2019 to June 2021 and the amounts recognised in the Group’s profit or loss from February 2019

to December 2022.

166

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Note 6 – Significant accounting judgements, estimates and assumptions continued

Estimates and assumptions continued

Sun Bingo agreement continued

Judgements made on recognition and measurement continued

There is always a risk with any budgeting process that the plan may not be realised. This risk increases the longer the period for which the budget

covers and in this instance the period is potentially up to 15 years. When producing the budget management applies reasonable assumptions

based on known factors, but sometimes and outside of management’s control, these factors may vary. However, management also reviews these

forecasts at each reporting period and more regularly internally and adjusts the expense released accordingly. Based on the most recent forecasts

and current profitability and the fact that the Group had been running the operation since 2016 and therefore has significant experience of the level

of profitability that can be derived from the operation, it is confident that the performance of the business will allow the full recovery of this asset,

before the contract ends.

Calculation of legal provisions

The Group ascertains a liability in the presence of legal disputes or ongoing lawsuits when it believes it is probable that a financial outlay will take

place and when the amount of the losses can be reasonably estimated. The Group is subject to lawsuits regarding complex legal problems,

which are subject to a differing degree of uncertainty (also due to a complex legislative framework), including the facts and the circumstances

inherent to each case, the jurisdiction and the different laws applicable. Given the uncertainties inherent to these problems, it is difficult to predict

with certainty the outlay which will derive from these disputes and it is therefore possible that the value of the provisions for legal proceedings

and disputes may vary depending on future developments in the proceedings underway. The Group monitors the status of the disputes

underway and consults with its legal advisers and experts on legal and tax-related matters. More details are included in Note 29.

Measurement of fair values of equity investments and equity call options

The Group’s equity investments and, where applicable (based on the judgements applied above), equity call options held by the Group, are measured

at fair value for financial reporting purposes. The Group has an established control framework with respect to the measurement of fair value.

In estimating the fair value of an asset and liability, the Group uses market-observable data to the extent it is available. Where Level 1 inputs are

not available, the Group engages third-party qualified valuers to perform the valuation. The Group works closely with the qualified valuers to

establish the appropriate valuation techniques and inputs to the model.

As mentioned in Note 20, the Group has:

• investments in listed securities where the fair values of these equity shares are determined by reference to published price quotations in an

active market;

• equity investments in entities that are not listed, accounted at fair value through profit or loss under IFRS 9; and

• derivative financial assets (call options in instruments containing potential voting rights), which are accounted at fair value through profit or loss

under IFRS 9.

The fair value of the equity investments that are not listed and of the derivative financial assets, rely on non-observable inputs that require a

higher level of management judgement to calculate a fair value than those based wholly on observable inputs. Valuation techniques are used

to calculate fair values include comparisons with similar financial instruments for which market observable prices exist, discounted cash flow

analysis and other valuation techniques commonly used by market participants. Upon the use of DCF method, the Group assumes that the

expected cash flows are based on the EBITDA.

The Group only uses models with unobservable inputs for the valuation of certain unquoted equity investments. In these cases, estimates are

made to reflect uncertainties in fair values resulting from a lack of market data inputs, for example, as a result of illiquidity in the market. Inputs

into valuations based on unobservable data are inherently uncertain because there is little or no current market data available from which to

determine the level at which an arm’s length transaction would occur under normal business conditions. Unobservable inputs are determined

based on the best information available. Further details on the fair value of assets are disclosed in Note 20, which includes a significant

judgement relating to the public announcement made by the Group on 6 February 2023 where Playtech plc is seeking a declaration from the

English Courts to obtain clarification on a point of disagreement between the Group and Caliplay.

The following table shows the carrying amount and fair value of non-current assets, as disclosed in Note 20, including their levels in the fair value hierarchy.

 Carrying amount Fair value

2022

€’m

Level 1

€’m

Level 2

€’m

Level 3

€’m

Non-current assets

Other investments (Note 20B) 9.2 1.4 — 7.8

Derivative ﬁnancial assets (Note 20C) 636.4 — — 636.4

645.6 1.4 — 644.2

Carrying amount Fair value

2021

€’m

Level 1

€’m

Level 2

€’m

Level 3

€’m

Non-current assets

Other investments (Note 20B) 8.1 1.6 — 6.5

Derivative ﬁnancial assets (Note 20C) 622.2 — — 622.2

630.3 1.6 — 628.7

167

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Notes to the financial statements continued

Note 7 – Segment information

The Group’s reportable segments are strategic business units that offer different products and services.

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief

operating decision maker has been identified as the management team including the Chief Executive Officer and the Chief Financial Officer.

The operating segments identified are:

• B2B: including Casino, Services, Sport, Bingo, Poker and Other;

• B2C: including Snaitech, Sun Bingo and Other B2C and HAPPYBET; and

• Financial: including B2C and B2B CFD (discontinued operations).

The Group-wide profit measures are Adjusted EBITDA and Adjusted Profit (see Note 10).

Year ended

31 December 2022

B2B

€’m

Snaitech

€’m

Sun Bingo

and Other

B2C

€’m

HAPPYBET

€’m

Intercompany

B2C

€’m

Total B2C

€’m

Intercompany

€’m

Total

Gaming –

continuing

operations

€’m

Financial –

discontinued

operations

€’m

Tota l

€’m

Revenue 632.4 899.8 65.3 20.1 (2.1) 983.1 (13.7) 1,601.8 74.5 1,676.3

Adjusted EBITDA 160.2 254.2 2.0 (10.8) — 245.4 — 405.6 33.8 439.4

Adjusted Proﬁt/(Loss)

attributable to the owners

ofthe Companof the Company 43.8 127.4 1.1 (11.8) — 116.7 — 160.5 41.2 201.7

Total assets 1,853.2 1,070.4 89.7 9.1 — 1,169.2 — 3,022.4 — 3,022.4

Total liabilities 697.2 603.2 14.6 6.4 — 624.2 — 1,321.4 — 1,321.4

Year ended

31 December 2021

B2B

€’m

Snaitech

€’m

Sun Bingo

and Other

B2C

€’m

HAPPYBET

€’m

Intercompany

B2C

€’m

Total B2C

€’m

Intercompany

€’m

Total

Gaming –

continuing

operations

€’m

Financial –

discontinued

operations

€’m

Tot al

€’m

Revenue 554.3 584.7 61.9 18.2 (1.1 ) 663.7 (12.6) 1,205.4 46.6 1,252.0

Adjusted EBITDA 139.2 182.6 6.7 (11.4) — 177.9 — 317.1 (23.0) 294.1

Adjusted Proﬁt/(Loss)

attributable to the owners

oftheCompanof the Company 45.9 83.2 10.3 (11.8) — 81.7 — 127.6 (13.8) 113.8

Total assets 1,911.1 1,154.7 92.9 6.2 — 1,253.8 — 3,164.9 487.4 3,652.3

Total liabilities 842.7 867.3 11.4 5.9 — 884.6 — 1,727.3 343.8 2,071.1

168

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Note 7 – Segment information continued

Geographical analysis of non-current assets

The Group’s information about its non-current assets by location is detailed below:



2022

€’m

2021

€’m

Italy 746.1 755.5

UK 328.4 332.6

Austria 131.5 132.8

Alderney 75.9 100.0

Sweden 59.9 70.2

Gibraltar 27.9 37.7

Cyprus 22.0 25.6

Latvia 15.5 15.9

Australia 18.8 15.1

Ukraine 8.8 11.3

Estonia 7.8 9.4

British Virgin Islands 8.2 8.0

Rest of World 59.7 27.5

1,510.5 1,541.6

Note 8 – Discontinued operation

The results of the discontinued operations for the year are presented below:

2022 2021

Actual

€’m

Adjusted

€’m

Actual

€’m

Adjusted

€’m

Revenue 74.5 74.5 46.6 46.6

Distribution costs before depreciation and amortisation (34.9) (34.8) (56.9) (56.4)

Administrative expenses before depreciation and amortisation (13.3) (4.0) (15.9) (8.5)

Impairment of ﬁnancial assets (1.9) (1.9) (4.7) (4.7)

EBITDA 24.4 33.8 (30.9) (23.0)

Reversal of impairment of asset held for sale — — 2.0 —

Finance income 11.6 11.6 12.0 12.0

Finance costs (0.5) (0.5) (0.9) (0.9)

Proﬁt on disposal of discontinued operations (Note 25C/25B) 15.1 — 7.6 —

Proﬁt/(loss) before taxation 50.6 44.9 (10.2) (11.9)

Tax expense (3.6) (3.7) (1.9) (1.9)

Proﬁt/(loss) from discontinued operations, net of tax 47.0 41.2 (12.1 ) (13.8)

169

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Notes to the financial statements continued

Note 8 – Discontinued operation continued

All of the profit from discontinued operations, net of tax in the year ended 31 December 2022 relates to the Financial segment, which was

disposed during the current year (refer to Note 25C). Included in the loss from discontinued operations, net of tax, in the prior year is a profit

ondion disposal of €7.6 million relating to the “YoYo” business, which was part of the Group’s Casual and Social Gaming business, all fully disposed

during 2021. The remainder of the 2021 results included in the loss from discontinued operations, net of tax, all relate to the Financials segment.

The following tables provide a full reconciliation between adjusted and actual results from discontinued operations:

For the year ended 31 December 2022

Revenue

€’m

EBITDA

€’m

Proﬁt from

discontinued

operations

attributable to

the owners of

the Company

€’m

Reported as actual 74.5 24.4 47.0

Employee stock option expenses — 0.3 0.2

Professional fees

— 9.1 9.1

Proﬁt on disposal of discontinued operations (Note 25C) — — (15.1)

Adjusted measure 74.5 33.8 41.2

1 On the completion of the transaction the break fee of US$8.8 million to the Consortium that had previously agreed to acquire the Financial segment, as announced in May 2021 was triggered and

therefore paid. This is included in professional fees.

For the year ended 31 December 2021

Revenue

€’m

EBITDA

€’m

Loss from

discontinued

operations

attributable to

the owners of

the Company

€’m

Reported as actual 46.6 (30.9) (12.1 )

Employee stock option expenses — 0.8 0.8

Professional fees — 7.1 7.1

Reversal of impairment of asset held for sale (Note 25C) — — (2.0)

Proﬁt on disposal of discontinued operations (Note 25B) — — (7.6)

Adjusted measure 46.6 (23.0) (13.8)

Earnings per share from discontinued operations

2022 2021

Actual Adjusted Actual Adjusted

Basic (cents) 15.7 13.7 (4.0) (4.6)

Diluted (cents) 15.1 13.2 (4.0) (4.6)

The net cash flows incurred by the Financial segment in the period are as follows:

2022

€’m

2021

€’m

Operating 28.2 (2.6)

Investing (3.8) (6.9)

Financing (1.1) (2.2)

Net cash inﬂow/(outﬂow) 23.3 (11.7)

The above net cash inflow/(outflow) does not include the disposal proceeds.

170

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Note 9 – Revenue from contracts with customers

The Group has disaggregated revenue into various categories in the following table which is intended to:

• depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by recognition date; and

• enable users to understand the relationship with revenue segment information provided in the segmental information note.

Set out below is the disaggregation of the Group’s revenue:

Revenue analysis by geographical location of licensee, product type, timing of transfer of performance obligations and regulated vs

unregulated by geographical major markets

The revenues from B2B (consisting of licensee fee, fixed-fee income, revenue received from the sale of hardware, cost-based revenue and

additional B2B services fee), B2Ca, B2C and Financials are described in Note 5D.

For the year ended 31 December 2022

Primary geographic markets

B2B

€’m

B2C

€’m

Intercompany

€’m

Total Gaming

– continuing

operations

€’m

Financial

– discontinued

operations

€’m

Tota l

€’m

Italy 35.1 897.7 (10.0) 922.8 1.3 924.1

UK 127.0 65.2 (3.7) 188.5 34.1 222.6

Mexico 123.7 — — 123.7 0.3 124.0

Malta 55.7 — — 55.7 0.1 55.8

Philippines 51.2 — — 51.2 — 51.2

Spain 27.7 — — 27.7 1.0 28.7

Gibraltar 24.9 — — 24.9 — 24.9

Poland 21.9 — — 21.9 0.1 22.0

Netherlands 20.2 — — 20.2 1.0 21.2

Greece 20.5 — — 20.5 0.3 20.8

Curacao 20.2 — — 20.2 — 20.2

Germany 0.8 16.8 — 17.6 1.0 18.6

British Virgin Islands — — — — 16.0 16.0

Ireland 10.0 — — 10.0 0.3 10.3

Colombia 9.1 — — 9.1 0.4 9.5

Rest of World 84.4 3.4 — 87.8 18.6 106.4

632.4 983.1 (13.7) 1,601.8 74.5 1,676.3

Product type

B2B

€’m

B2C

€’m

Intercompany

€’m

Total Gaming

– continuing

operations

€’m

Financial

– discontinued

operations

€’m

Tota l

€’m

B2B licensee fee 451.7 — — 451.7 — 451.7

B2B ﬁxed-fee income 42.1 — — 42.1 — 42.1

B2B cost-based revenue 59.9 — — 59.9 — 59.9

B2B revenue received from the sale of hardware 13.2 — — 13.2 — 13.2

Additional B2B services fee 65.5 — — 65.5 — 65.5

Total B2B 632.4 — — 632.4 — 632.4

Snaitech — 899.8 — 899.8 — 899.8

Sun Bingo and Other B2C — 65.3 — 65.3 — 65.3

HAPPYBET — 20.1 — 20.1 — 20.1

Intercompany — (2.1) — (2.1) — (2.1)

Total B2C — 983.1 — 983.1 — 983.1

Intercompany — — (13.7) (13.7) — (13.7)

Total intercompany — — (13.7) (13.7) — (13.7)

Financial — — — — 74.5 74.5

632.4 983.1 (13.7) 1,601.8 74.5 1,676.3

171

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Notes to the financial statements continued

Note 9 – Revenue from contracts with customers continued

Revenue analysis by geographical location of licensee, product type, timing of transfer of performance obligations and regulated vs

unregulated by geographical major markets continued

For the year ended 31 December 2022 continued

Timing of transfer of performance obligations

B2B

€’m

B2C

€’m

Intercompany

€’m

Total Gaming

– continuing

operations

€’m

Financial

– discontinued

operations

€’m

Tota l

€’m

Recognised over time 619.2 28.4 (13.7) 633.9 74.5 708.4

Recognised at the point in time 13.2 954.7 — 967.9 — 967.9

632.4 983.1 (13.7) 1,601.8 74.5 1,676.3

1 B2C revenue recognised at the point in time is recorded under IFRS 9.

2022

€’m

Regulated – Americas 144.7

Regulated – Europe (excluding UK) 184.6

Regulated – UK 126.7

Regulated – Rest of World 5.6

Total regulated B2B revenue 461.6

Unregulated excluding Asia 103.6

Total core B2B revenue 565.2

Asia 67.2

Total B2B Gambling revenue 632.4

For the year ended 31 December 2021

Primary geographic markets

B2B

€’m

B2C

€’m

Intercompany

€’m

Total Gaming

– continuing

operations

€’m

Financial

– discontinued

operations

€’m

Tot al

€’m

Italy 30.7 583.6 (7.6) 606.7 1.2 607.9

UK 132.2 61.9 (4.1) 190.0 14.1 204.1

Mexico 90.3 — — 90.3 0.3 90.6

Philippines 67.6 — — 67.6 — 67.6

Malta 52.3 — — 52.3 0.5 52.8

Gibraltar 27.9 — — 27.9 — 27.9

Spain 21.7 — — 21.7 1.7 23.4

Germany 1.2 16.4 (0.8) 16.8 2.3 19.1

Greece 16.8 — — 16.8 1.5 18.3

Poland 14.4 — — 14.4 0.1 14.5

Curacao 12.2 — — 12.2 0.1 12.3

Netherlands 7.2 — — 7.2 3.2 10.4

Colombia 8.5 — — 8.5 (0.2) 8.3

Romania 5.7 — — 5.7 0.2 5.9

Norway 5.4 — — 5.4 0.3 5.7

Rest of World 60.2 1.8 (0.1) 61.9 21.3 83.2

554.3 663.7 (12.6) 1,205.4 46.6 1,252.0

172

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Note 9 – Revenue from contracts with customers continued

Revenue analysis by geographical location of licensee, product type, timing of transfer of performance obligations and regulated vs

unregulated by geographical major markets continued

For the year ended 31 December 2021 continued

Product type

B2B

€’m

B2C

€’m

Intercompany

€’m

Total Gaming

– continuing

operations

€’m

Financial

– discontinued

operations

€’m

Tot al

€’m

B2B licensee fee 404.0 — — 404.0 — 404.0

B2B ﬁxed-fee income 48.5 — — 48.5 — 48.5

B2B cost-based revenue 45.3 — — 45.3 — 45.3

B2B revenue received from the sale of hardware 7.1 — — 7.1 — 7.1

Additional B2B services fee 49.4 — — 49.4 — 49.4

Total B2B 554.3 — — 554.3 — 554.3

Snaitech — 584.7 — 584.7 — 584.7

Sun Bingo and Other B2C — 61.9 — 61.9 — 61.9

HAPPYBET — 18.2 — 18.2 — 18.2

Intercompany — (1.1) — (1 .1) — (1 .1)

Total B2C — 663.7 — 663.7 — 663.7

Intercompany — — (12.6) (12.6) — (12.6)

Total intercompany — — (12.6) (12.6) — (12.6)

Financial — — — — 46.6 46.6

554.3 663.7 (12.6) 1,205.4 46.6 1,252.0

Timing of transfer of performance obligations

B2B

€’m

B2C

€’m

Intercompany

€’m

Total Gaming

– continuing

operations

€’m

Financial

– discontinued

operations

€’m

Tot al

€’m

Recognised over time 547.2 22.2 (12.6) 556.8 46.6 603.4

Recognised at the point in time 7.1 641.5 — 648.6 — 648.6

554.3 663.7 (12.6) 1,205.4 46.6 1,252.0

1 B2C revenue recognised at the point in time is recorded under IFRS 9.

2021

€’m

Regulated – Americas 101.3

Regulated – Europe (excluding UK) 141.4

Regulated – UK 132.1

Regulated – Rest of World 3.9

Total regulated B2B revenue 378.7

Unregulated excluding Asia 93.7

Total core B2B revenue 472.4

Asia 81.9

Total B2B Gambling revenue 554.3

173

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Notes to the financial statements continued

Note 9 – Revenue from contracts with customers continued

Revenue analysis by geographical location of licensee, product type, timing of transfer of performance obligations and regulated vs

unregulated by geographical major markets continued

There were no changes in the Group’s revenue measurement policies and procedures in 2021 and 2022. The vast majority of the Group’s B2B

contracts are for the delivery of services within the next 12 months. Furthermore, no individual licensee in 2022 and 2021 accounted for more

than 10% of the total gaming revenue and the total revenue of the Group.

The Group’s contract liabilities, in other words deferred income, primarily include advance payment for hardware and services and also

includeclude certain fixed fees paid by the licensee in the beginning of the contract. Deferred income as at 31 December 2022 was €6.0 million

(2021:€8: €8.1 million).

The movement in contract liabilities during the year was the following:

2022

€’m

2021

€’m

Balance at 1 January 8.1 11.8

Recognised during the year 8.4 7.0

Realised in the proﬁt or loss (10.5) (10.7)

Balance at 31 December 6.0 8.1

174

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Note 10 – Adjusted items

Management regularly uses adjusted financial measures internally to understand, manage and evaluate the business and make operating

decisions. These adjusted measures are among the primary factors management uses in planning for and forecasting future periods. The

primary adjusted financial measures are Adjusted EBITDA and Adjusted Profit, which management considers are relevant in understanding

theGrouthe Group’s financial performance. Thedefi. The definitions of adjusted items and underlying adjusted results are disclosed in Note 5.

As these are not a defined performance measure under IFRS, the Group’s definition of adjusted items may not be comparable with similarly

titledperfled performance measures or disclosures by other entities.

The following tables provide a full reconciliation between adjusted and actual results from continuing operations:

For the year ended 31 December 2022

Revenue

€’m

EBITDA –

B2B

€’m

EBITDA –

B2C

€’m

EBITDA

€’m

(Loss)/

Proﬁt –

B2B

€’m

Proﬁt–

B2C

€’m

Proﬁt

from

continuing

operations

attributable

to the

owners

of the

Company

€’m

Proﬁt

before

tax from

continuing

operations

€’m

Reported as actual 1,601.8 138.4 234.1 372.5 (42.8) 83.4 40.6 95.6

Employee stock option expenses

— 7.1 0.9 8.0 7.1 0.9 8.0 8.0

Professional fees

— 15.7 — 15.7 15.7 — 15.7 15.7

Fair value change and ﬁnance cost on contingent consideration

and redemption liability

— (4.3) — (4.3) (4.2) — (4.2) (4.2)

Ukraine employee support costs

— 3.3 — 3.3 3.3 — 3.3 3.3

Onerous contract

— — 10.4 10.4 — 10.4 10.4 10.4

Fair value change of equity instruments

— — — — 0.3 — 0.3 0.3

Fair value change of derivative ﬁnancial assets

— — — — (6.0) — (6.0) (6.0)

Fair value loss on convertible loans

— — — — 3.0 — 3.0 3.0

Amortisation of intangibles on acquisitions

— — — — 13.2 28.8 42.0 42.0

Impairment of tangible and intangible assets

— — — — 38.7 (0.2) 38.5 38.5

Loss on disposal of subsidiary

— — — — 8.8 — 8.8 8.8

Deferred tax on acquisitions

— — — — (1.7) (6.6) (8.3) —

Tax related to uncertain positions

— — — — 8.4 — 8.4 —

Adjusted measure 1,601.8 160.2 245.4 405.6 43.8 116.7 160.5 215.4

Constant currency impact (19.8) — — (17.9) — — (27.1) —

Underlying adjusted result on constant currency basis 1,582.0 — — 387.7 — — 133.4 —

1 Employee stock option expenses relate to non-cash expenses of the Group and differ from year to year based on share price and the number of options granted.

2 The vast majority of the professional fees relate to the potential sale of the Group. These expenses are not considered ongoing costs of operations and therefore are excluded.

3 Fair value change and finance costs on redemption liability related to the acquisition of Statscore. These expenses are not considered ongoing costs of operations and therefore are excluded.

4 Financial support provided to the employees based in Ukraine. These expenses are not considered ongoing costs of operations and therefore are excluded.

5 One off payment to terminate an onerous contract with a former service provider made in H1 2022. This expense is not considered an ongoing cost of operations and therefore is excluded.

6 Fair value change of equity instruments and derivative financial assets. These are excluded from the results as they relate to unrealised profit/loss.

7 Fair value loss on convertible loans relates to Gameco. This write off is not considered an ongoing cost of operations and is excluded. Refer to Note 20B.

8 Amortisation and deferred tax on intangible assets acquired through business combinations. Costs directly related to acquisitions are not considered ongoing costs of operations and therefore

areexclare excluded.

9 Impairment of tangible and intangible assets mainly relates to the impairment of Eyecon €13.6 million, Quickspin €7.0 million, Bingo VF €12.5 million and IGS €5.6 million. Refer to Note 19.

10 Loss arising on the disposal of Statscore, previously a subsidiary of the Group. Even though, Statscore was a separate CGU which was tested for impairment biannually up to the date of disposal,

itdiit didn’t meet the criteria of IFRS 5 Non-current Assets Held for Sale and Discontinued Operations of being a separate major line of business for the Group. As such it was not presented separately

asdias discontinued operations as at 31 December 2022. This loss is not considered an ongoing cost of operations and therefore is excluded. Refer to Note 20A.

11 Change in estimates related to uncertain overseas tax positions in respect of prior years .

175

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Notes to the financial statements continued

For the year ended 31 December 2021

Revenue

€’m

EBITDA –

B2B

€’m

EBITDA –

B2C

€’m

EBITDA

€’m

Proﬁt –

B2B

€’m

Proﬁt–

B2C

€’m

Proﬁt

from

continuing

operations

attributable

to the

owners

of the

Company

€’m

Proﬁt

before

tax from

continuing

operations

€’m

Reported as actual 1,205.4 105.5 175.8 281.3 629.2 57.5 686.7 605.0

Employee stock option expenses

— 11.5 1.6 13.1 11.5 1.6 13.1 13.1

Professional fees

— 13.9 0.5 14.4 13.9 0.5 14.4 14.4

Fair value change and ﬁnance cost on redemption liability

— 1.3 — 1.3 1.4 — 1.4 1.4

Charitable donation

— 3.5 — 3.5 3.5 — 3.5 3.5

Provision for other receivables

— 1.2 — 1.2 1.2 — 1.2 1.2

Settlement of legal matter

— 2.3 — 2.3 2.3 — 2.3 2.3

Fair value change and ﬁnance cost on contingent consideration

— — — — 4.4 0.3 4.7 4.7

Fair value change of equity instruments

— — — — 1.6 — 1.6 1.6

Fair value change of derivative ﬁnancial assets

— — — — (583.2) — (583.2) (583.2)

Amortisation of intangibles on acquisitions

— — — — 16.9 17.9 34.8 34.8

Impairment of tangible and intangible assets

— — — — 9.3 12.3 21.6 21.6

Deferred tax on acquisitions

— — — — (2.5) (6.6) (9.1) —

Deferred tax on asset held for sale

— — — — — (1.8) (1.8) —

Deferred tax

— — — — (63.6) — (63.6) —

Adjusted measure 1,205.4 139.2 177.9 317.1 45.9 81.7 127.6 120.4

Constant currency impact — — — — — — 0.5 —

Underlying adjusted result on constant currency basis 1,205.4 — — 317.1 — — 128.1 —

1 Employee stock option expenses relate to non-cash expenses of the Group and differ from year to year based on share price and the number of options granted.

2 The majority of the professional fees equally relate to: (a) work completed in relation to the potential exercise of Playtech M&A Call Option (Note 20A); and (b) the potential sale of the Group.

Theseexese expenses are not considered ongoing costs of operations and therefore are excluded.

3 Fair value change and finance costs on redemption liability and contingent consideration related to the acquisition of Statscore, Eyecon and Wplay. These expenses are not considered ongoing

costs of operations.

4 In 2020, the Board of Directors approved a £3.0 million COVID-19 Recovery and Resilience Fund which was paid in the year ended 31 December 2021. This is a one-off payment and therefore

isexclis excluded.

5 Provision against loan receivables that do not relate to the ordinary operations of the Group.

6 Settlement of legal matter which is not considered a recurring cost and therefore is excluded.

7 Fair value change of equity instruments and derivative financial assets. These are excluded from the results as they relate to unrealised profit/loss.

8 Amortisation and deferred tax on intangible assets acquired through business combinations. Costs directly related to acquisitions are not considered ongoing costs of operations and therefore

areexclare excluded.

9 Impairment of tangible and intangible assets mainly relates to the impairment of land before the classification as held for sale (Refer to Note 25A) and impairment of Bingo VF and several

capitalisation costs (Refer to Note 12).

10 Deferred tax recognised in respect of the assets classified as held for sale during the year. Please refer to Note 25A for further details.

11 The recognition of €63.6 million of deferred tax asset relates to the special project the Group completed on 1 January 2021 to move the tax residency of a number of companies from the Isle of Man

tothe Uto the UK.

The following table provides a full reconciliation between adjusted and actual tax from continuing operations:

2022

€’m

2021

€’m

Tax on proﬁt or loss for the year 55.0 (81.7)

Adjusted for:

Deferred tax on intangible assets on acquisitions 8.3 9.1

Deferred tax (refer to footnote 11 above) — 63.6

Tax on disposal of asset held for sale — 1.8

Tax related to uncertain positions (8.4) —

Adjusted tax 54.9 (7.2)

Note 10 – Adjusted items continued

176

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Note 11 – Auditor’s remuneration

2022

€’m

2021

€’m

Group audit and Parent Company (BDO) 2.3 1.5

Audit of subsidiaries (BDO) 1.4 1.4

Audit of subsidiaries (non-BDO) 0.3 0.3

Total audit fees 4.0 3.2

Non-audit services provided by Parent Company auditor and its international member ﬁrms

Other non-audit services 0.9 0.5

Total non-audit fees 0.9 0.5

Note 12 – Impairment of tangible and intangible assets

2022

€’m

2021

€’m

(Reversal of)/impairment of property, plant and equipment (Note 17) (0.2) 12.5

Impairment of intangible assets (Note 19) 38.7 9.1

38.5 21.6

Impairment of intangibles assets for 2022 relates to the impairment of Eyecon €13.6 million, Quickspin €7.0 million, Bingo VF €12.5 million

andIand IGS €5.6 million. Refer to Note 19.

Of the total impairment of property, plant and equipment of €12.5 million in 2021, an amount of €12.3 million relates to land classified as held

forsalfor sale. Refer to Note 25A.

Out of the total of €9.1 million in 2021, an amount of €6.4 million relates to the impairment of Bingo VF. The remaining relates to the impairment

ofcapof capitalised development costs. Based on the assessment performed at the reporting date, several projects will not be recoverable.

Note 13 – Finance income and costs

A. Finance income

2022

€’m

2021

€’m

Interest income 2.4 1.1

Net foreign exchange gain 9.2 —

11.6 1.1

B. Finance costs

2022

€’m

2021

€’m

Net foreign exchange loss — (0.5)

Interest on bonds (35.7) (36.7)

Interest on lease liability (5.5) (5.3)

Interest on loans and borrowings and other (6.0) (5.6)

Bank facility fees (7.0) (1.8)

Bank charges (14.1) (13.0)

Movement in contingent consideration and redemption liability (0.1) (4.8)

Fair value loss on convertible loans (3.0) —

Expected credit loss on loans receivable (1.6) —

(73.0) (67.7)

Net ﬁnance costs (61.4) (66.6)

177

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Notes to the financial statements continued

Note 14 – Tax expense/(credit)

2022

€’m

2021

€’m

Current tax expense

Income tax expense for the current year 19.3 10.8

Income tax relating to prior years 9.1 3.4

Withholding tax 0.3 0.4

Total current tax expense 28.7 14.6

Deferred tax

Origination and reversal of temporary dierary differences 23.5 (78.8)

Deferred tax movements relating to prior years 8.1 —

Impact of changes in tax rates (5.3) (17.5)

Total deferred tax expense/(credit) 26.3 (96.3)

Total tax expense/(credit) from continuing operations 55.0 (81.7)

A reconciliation of the reported income tax charge of €55.0 million (2021: tax credit of €81.7 million) applicable to profit before tax of €95.6 million

(2021: profit before tax of €605.0 million) at the UK statutory income tax rate of 19% is as follows:

2022

€’m

2021

€’m

Proﬁt for the year 40.6 686.7

Income tax expense/(credit) 55.0 (81.7)

Proﬁt before income tax 95.6 605.0

Tax using the Company’s domestic tax rate (19% in 2021 and 2022) 18.2 115.0

Tax eax effect of:

Non-taxable fair value movements on call options (1.1) (110.9)

Tax exempt income (4.3) (7.5)

Non-deductible expenses 19.8 2.3

Deferred tax asset recognised on Group restructuring (5.4) (75.2)

DierDifference in tax rates applied in overseas jurisdictions 13.8 (3.6)

Impact of changes in tax rates (5.3) (5.5)

Increase in unrecognised tax losses 2.1 2.3

Adjustment in respect of previous years:

– Deferred tax asset 8.0 (2.0)

– Tax asset not provided 9.2 3.4

Total tax expense/(credit) 55.0 (81.7)

Reported tax charge/(credit)

A reported tax charge of €55.0 million from continuing operations arises on a profit before income tax of €95.6 million compared to an expected

charge of €18.2m.2 million (2021: a tax credit of €81.7 million on profit before income tax of €605.0 million). The reported tax expense includes

adjustments in respect of prior years relating to current tax and deferred tax. The prior year adjustment in respect of current tax of €9.2 million

includes an additional provision of €8.4 million relating to uncertain overseas tax positions in respect of prior years. The prior year adjustment

relating to deferred tax of €8.1 million relates to the overprovision of deferred tax assets and an underprovision for deferred tax liabilities in

respect of goodwill.

The Group’s effective tax rate for the current period is 39.5%. The key reasons for the differences are:

• Profits of subsidiaries located in territories where the tax rate is higher than the UK statutory tax rate, this includes Snaitech profits in Italy.

• Expenses not deductible for tax purposes including professional fees, impairment of intangible assets and loss on disposal of subsidiaries.

Changes in tax rates and factors affecting the future tax charge

The most significant elements of the Group’s income arise in the UK where the tax rate for the current period is 19%. It should be noted that

the UK tax rate is set to increase to 25% from 1 April 2023. As such, theUh, the UK statutory headline rate of corporation tax is the basis on which the

applicable tax rate is computed.

In December 2022, European Union (EU) Member States unanimously adopted the Minimum Tax Directive via written procedure ensuring a

global minimum level of taxation (set at 15%) for multinational enterprise groups. GLoBE Model rules were released in March 2022 and broadly

EU Member States have until 31 December 2023 to transpose the Directive into national legislation with the rules to be applicable for fiscal years

starting on or after 31 December 2023. None of the countries in which the Group operates has enacted or substantively enacted Pillar Two

Model Rules as part of their national laws as of 31 December 2022. Whilst consultation on a number of areas remains ongoing, the Group will

continue to closely monitor developments.

178

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Note 14 – Tax expense/(credit) continued

Deferred tax

The deferred tax asset and liability are measured at the enacted or substantively enacted tax rates of the respective territories which are

expected to apply to the year in which 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. The deferred tax balances within the financial statements reflect the increase in the UK’s main

corporation tax rate from 19% to 25% from 1 April 2023.

Note 15 – Earnings per share

The calculation of basic earnings per share (EPS) has been based on the following profit attributable to ordinary shareholders and weighted

average number of ordinary shares outstanding.

2022 2021

Actual

€’m

Adjusted

€’m

Actual

€’m

Adjusted

€’m

Proﬁt attributable to owners of the Company 87.6 201.7 674.6 113.8

Basic (cents) 29.2 67.2 226.3 38.2

Diluted (cents) 28.1 64.7 216.2 36.5

2022 2021

Actual

€’m

Adjusted

€’m

Actual

€’m

Adjusted

€’m

Proﬁt attributable to the owners of the Company from continuing operations 40.6 160.5 686.7 127.6

Basic (cents) 13.5 53.5 230.3 42.8

Diluted (cents) 13.0 51.5 220.1 40.9

2022 2021

Actual

Number

Adjusted

Number

Actual

Number

Adjusted

Number

Denominator – basic

Weighted average number of equity shares 300,059,994 300,059,994 298,229,795 298,229,795

Denominator – diluted

Weighted average number of equity shares 300,059,994 300,059,994 298,229,795 298,229,795

Weighted average number of option shares 11,792,385 11,792,385 13,882,774 13,882,774

Weighted average number of shares 311,852,379 311,852,379 312,112,569 312,112,569

The calculation of diluted EPS has been based on the above profit attributable to ordinary shareholders and weighted average number of

ordinary shares outstanding after adjustment for the effects of all dilutive potential ordinary shares. The effects of the anti-dilutive potential

ordinary shares are ignored in calculating diluted EPS.

EPS for discontinued operations is disclosed in Note 8.

Note 16 – Employee benefits

Total staff costs comprise the following:

2022

€’m

2021

€’m

Salaries and personnel-related costs 427.0 367.4

Cash-settled share-based payments (0.3) 3.4

Equity-settled share-based payments 8.3 13.8

435.0 384.6

Average number of personnel:

Distribution 6,269 6,259

General and administration 538 650

6,807 6,909

The Group has the following employee share option plans (ESOP) for the granting of non-transferable options to certain employees:

• the GTS 2010 Company Share Option Plan (CSOP). Options granted under these plan vest on the first day on which they become exercisable

which is three years after grant date;

• the Long Term Incentive Plan 2012 (LTIP). Awards (options, conditional awards, cash-settled awards, or a forfeitable share award) granted

under this plan vest on the first day on which they become exercisable which is typically between 18 and 36 months after grant date; and

• the Long Term Incentive Plan 2022 (LTIP22). Awards (options, conditional Share awards, Restricted shares, cash-settled awards) granted

under this plan vest on the first day on which they become exercisable which is typically after 36 months.

179

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Notes to the financial statements continued

Note 16 – Employee benefits continued

The overall term of the ESOP is ten years. These options are settled in equity or cash once exercised. Option prices are denominated in GBP.

During 2022 the Group granted the following under its LTIP22:

• 492,765 nil cost awards subject to EPS growth, relative total shareholder return (TSR) against constituents of the FTSE 250 but excluding

the investment trusts index, and relative TSR against a sector comparator group of peer companies. The fair value per share according to

theMothe Monte Carlo simulation model is between £2.71 and £4.58. Inputs used were as follows:

Expected life (years)

Share price at

grant date

Dividend

yield

Risk

free rate

Projection

period

(years) Volatility

3 £4.582 Nil 2.34% 3 41%-49%

There were no grants during 2021.

At 31 December 2022 and 2021 the following options were outstanding:

2022

Number

2021

Number

Shares vested on 1 March 2018 at nil cost 72,596 102,844

Shares vested between 1 September 2016 and 1 March 2018 at nil cost 20,890 23,112

Shares vested on 1 March 2019 at nil cost 21,820 31,972

Shares vested between 1 September 2017 and 1 March 2019 at nil cost 39,021 50,742

Shares vested on 21 December 2019 at nil cost 9,779 12,870

Shares vested between 1 September 2017 and 1 April 2019 at nil cost — 21,187

Shares vested on 1 March 2020 at nil cost 98,444 112,369

Shares vested on 1 March 2021 at nil cost 1,047,782 1,347,475

Shares vested between 1 March 2022 and 1 August 2022 at nil cost 2,218,735 3,499,954

Shares will vest by 19 December 2024 at nil cost 1,900,000 1,900,000

Shares will vest between 1 March 2023 and 26 October 2023 at nil cost 6,392,073 6,780,249

Shares will vest by August 18 2025 at nil cost 351,724 —

12,172,864 13,882,774

The total number of shares exercisable as of 31 December 2022 is 4,729,067 (2021: 2,402,571).

The total number of outstanding shares that will be cash settled is 561,385 (2021: 630,923). The total liability outstanding for the cash-settled

options is €3.1 million (2021: €3.8 million).

The following table illustrates the number and weighted average exercise prices of share options for the ESOP.

2022

Number

of options

2021

Number

of options

2022

Weighted average

exercise price

2021

Weighted average

exercise price

Outstanding at the beginning of the year 13,882,774 16,886,778 — £0.03

Granted 492,765 — — —

Forfeited (408,237) (1,130,697) — —

Exercised (1,794,438) (1,873,307) — £0.05

Outstanding at the end of the year 12,172,864 13,882,774 — —

Included in the number of options exercised during the year are 50,448 options (2021: 232,796) which were cash settled.

The weighted average share price at the date of exercise of options was £5.302 (2021: £6.506).

Share options outstanding at the end of the year have the following exercise prices:

Expiry date Exercise price

2022

Number

2021

Number

21 December 2025 Nil 93,486 125,956

Between 21 December 2026 and 31 December 2026 Nil 70,620 116,771

Between 1 March 2027 and 28 June 2027 Nil 98,444 112,369

23 July 2028 Nil 1,044,771 1,344,464

Between 27 February 2029 and 19 December 2029 Nil 4,121,746 5,402,965

Between 17 July 2030 and 26 October 2030 Nil 6,392,073 6,780,249

18 August 2032 Nil 351,724 —

12,172,864 13,882,774

180

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Note 17 – Property, plant and equipment

Computer

software

and hardware

€’m

Gaming

machines

€’m

Oce furniture Office furniture

and equipment

€’m

Buildings,

leasehold

buildings and

improvements

€’m

Tota l

€’m

Cost

At 1 January 2022 132.1 96.2 41.1 270.1 539.5

Additions 19.8 15.8 8.8 9.2 53.6

Disposals (6.3) (2.3) (2.0) (3.8) (14.4)

Reclassiﬁcations (0.3) — — 0.3 —

At 31 December 2022 145.3 109.7 47.9 275.8 578.7

Accumulated depreciation and impairment losses

At 1 January 2022 95.3 61.4 24.5 28.6 209.8

Charge 16.0 14.5 5.4 5.6 41.5

Impairment loss — — (0.2) — (0.2)

Disposals (6.1) (2.0) (1.9) (3.8) (13.8)

At 31 December 2022 105.2 73.9 27.8 30.4 237.3

Net book value

At 31 December 2022 40.1 35.8 20.1 245.4 341.4

At 1 January 2022 36.8 34.8 16.6 241.5 329.7

Computer

software

and hardware

€’m

Gaming

machines

€’m

Oce furniture Office furniture

and equipment

€’m

Buildings,

leasehold

buildings and

improvements

€’m

Tot al

€’m

Cost

At 1 January 2021 115.1 86.6 34.7 302.8 539.2

Additions 24.2 10.7 7.8 6.0 48.7

Disposals (7.2) (1 .1) (1.4) (2.9) (12.6)

Transfer to held for sale — — — (35.8) (35.8)

At 31 December 2021 132.1 96.2 41.1 270.1 539.5

Accumulated depreciation and impairment losses

At 1 January 2021 87.5 44.4 21.0 29.2 182.1

Charge 14.8 17.7 4.8 5.6 42.9

Impairment loss — — — 12.5 12.5

Disposals (7.0) (0.7) (1.3) (2.9) (11.9)

Transfer to held for sale — — — (15.8) (15.8)

At 31 December 2021 95.3 61.4 24.5 28.6 209.8

Net book value

At 31 December 2021 36.8 34.8 16.6 241.5 329.7

At 1 January 2021 27.6 42.2 13.7 273.6 357.1

181

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Notes to the financial statements continued

Note 18 – Leases

Set out below are the carrying amounts of right of use assets recognised and the movements during the year:

Oce leasesOffice leases

€’m

Hosting

€’m

Tot al

€’m

At 1 January 2022 67.8 6.0 73.8

Additions/modiﬁcations 7.4 12.1 19.5

Disposal of subsidiary (0.2) — (0.2)

Amortisation charge (14.5) (7.0) (21.5)

At 31 December 2022 60.5 11.1 71.6

Oce leasesOffice leases

€’m

Hosting

€’m

Tot al

€’m

At 1 January 2021 60.1 6.6 66.7

Additions/modiﬁcations 22.5 4.8 27.3

Amortisation charge (14.8) (5.4) (20.2)

At 31 December 2021 67.8 6.0 73.8

Set out below are the carrying amounts of lease liabilities and the movements during the year:

2022

€’m

2021

€’m

At 1 January 90.1 82.5

Additions/modiﬁcations 18.8 26.1

Disposal of subsidiary (0.2) —

Accretion of interest 5.5 5.3

Payments (27.1) (26.2)

EEffect of movement in exchange rates (1.3) 2.4

At 31 December 85.8 90.1

Current 31.8 20.3

Non-current 54.0 69.8

85.8 90.1

The maturity analysis of lease liabilities is disclosed in Note 38B.

The following are the amounts recognised in the profit or loss:

2022

€’m

2021

€’m

Amortisation expense of right of use assets 21.5 20.2

Interest expense on lease liabilities 5.5 5.3

Impact of early termination of lease contracts (0.7) (1.2)

Variable lease payments (included in distribution costs) 0.1 1.0

26.4 25.3

Rent concessions have been provided to the Group companies as a result of the COVID-19 pandemic. The Group elected to account for

qualifying rent concessions in the same way as they would if they were not lease modifications, resulting in accounting for the concession as a

variable lease payment. The amount recognised in the profit or loss to reflect changes in lease payments that arose from rent concessions to

which the Group has applied the practical expedient is €0.1 million (2021: €1.0 million).

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Financial Statements

Note 19 – Intangible assets

Patents, domain

names and licence

€’m

Technology IP

€’m

Development

costs

€’m

Customer

list and aliateslist and affiliates

€’m

Goodwill

€’m

Tota l

€’m

Cost

At 1 January 2022 191.4 86.5 363.6 526.9 773.6 1,942.0

Additions 32.2 — 59.4 — — 91.6

Assets acquired through business combinations — 2.9 — — 5.4 8.3

Disposal of subsidiary — (3.0) (1.4) (0.5) (12.4) (17.3)

Write ose offs — (1.8) (4.3) — — (6.1)

At 31 December 2022 223.6 84.6 417.3 526.4 766.6 2,018.5

Accumulated amortisation and impairment

losses

At 1 January 2022 110.6 72.7 241.3 346.2 125.1 895.9

Charge 24.3 2.9 49.7 32.9 — 109.8

Impairment loss — — 7.0 — 31.7 38.7

Disposal of subsidiary — (0.9) — (0.2) — (1.1)

Write ose offs — (1.8) (3.9) — — (5.7)

At 31 December 2022 134.9 72.9 294.1 378.9 156.8 1,037.6

Net book value

At 31 December 2022 88.7 11.7 123.2 147.5 609.8 980.9

At 1 January 2022 80.8 13.8 122.3 180.7 648.5 1,046.1

Patents, domain

names and licence

€’m

Technology IP

€’m

Development

costs

€’m

Customer

list and aliatlist and affiliates

€’m

Goodwill

€’m

Tot al

€’m

Cost

At 1 January 2021 185.7 84.9 316.8 526.9 773.6 1,887.9

Additions 5.7 1.6 53.4 — — 60.7

Write ose offs — — (6.6) — — (6.6)

At 31 December 2021 191.4 86.5 363.6 526.9 773.6 1,942.0

Accumulated amortisation and impairment

losses

At 1 January 2021 91.6 65.5 198.3 310.1 118.3 783.8

Charge 19.0 7.2 47.0 36.1 — 109.3

Impairment loss — — 2.3 — 6.8 9.1

Write ose offs — — (6.3) — — (6.3)

At 31 December 2021 110.6 72.7 241.3 346.2 125.1 895.9

Net book value

At 31 December 2021 80.8 13.8 122.3 180.7 648.5 1,046.1

At 1 January 2021 94.1 19.4 118.5 216.8 655.3 1,104.1

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Financial Statements

Notes to the financial statements continued

Note 19 – Intangible assets continued

During the year, the research and development costs net of capitalised development costs were €88.3 million (2021: €80.1 million). The internal

capitalisation for the year was €57.5 million (2021: €51.3 million).

Out of the total amortisation charge of €109.8 million (2021: €109.3 million), an amount of €42.0 million (2021: €34.8 million) relates to the

intangible assets acquired through business combinations.

In accordance with IAS 36, the Group regularly monitors the carrying value of its intangible assets, including goodwill. Goodwill is allocated

tothirteeto thirteen cash-generating units (CGUs) (2021: fifteen out of which two CGUs were under held for sale).

The allocation of the goodwill in CGUs (excluding CGUs held for sale) is as follows:

2022

€’m

2021

€’m

Snai 259.7 258.7

Sports B2B 132.5 132.5

Services 109.9 109.9

Casino 50.8 50.8

Quickspin 19.8 26.8

Eyecon 3.0 16.6

Poker 15.6 15.6

Statscore — 12.4

Bingo retail 9.5 9.5

Bingo VF — 7.4

VB retail 4.6 4.6

IGS — 3.7

AUS GMTC 4.4 —

609.8 648.5

Management reviews CGUs for impairment bi-annually, or on the occurrence of an impairment indicator. The recoverable amount of each CGU

has been determined from value in use calculations based on cash flow projections covering five years plus a terminal value which have been

adjusted to take into account each CGU’s major events as expected in future periods.

Management has considered the ongoing economic uncertainty caused by the Russian invasion in Ukraine and the overall global recessionary

pressures, with a higher level of judgement and uncertainty implemented in the forecasts. A potential risk for future impairment exists should

there be a significant change in the economic outlook, versus those trends management anticipates in its forecasts due to the occurrence of

these events.

With the exception of CGUs which have been fully impaired to date and CGUs deemed sensitive to impairment from a reasonably possible

change in key assumptions as reviewed in further detail below, management has calculated the growth estimates for years one to five by

applying an average annual growth rate for revenue based on the underlying economic environment in which the CGU operates and the

expected performance over that period. Beyond this period, management has applied an annual growth rate of 2%. Management has included

appropriate capital expenditure requirements to support the forecast growth and assumed the maintenance of the current level of licences.

Management has also applied post-tax discount rates to the cash flow projections as summarised below.

2022 CGUs not sensitive to changes in assumptions:

Average revenue

growth rate

2023-2027

Discount

rate applied

Snai 9.4% 17.3%

Services 22.2% 16.2%

Casino 5.5% 13.9%

Poker 6.2% 17.4%

VB retail 10.0% 12.4%

2021 CGUs not sensitive to changes in assumptions:

Average revenue

growth rate

2022-2026

Discount

rate applied

Snai 9.9% 15.0%

Sports B2B 23.7% 13.9%

Services 10.3% 14.2%

Casino 6.0% 12.9%

Poker 2.2% 14.7%

IGS 24.0% 12.9%

VB retail 18.0% 11.2%

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Financial Statements

Note 19 – Intangible assets continued

In relation to the Bingo VF, Eyecon, Quickspin and IGS CGUs, following impairment tests completed as at 31 December 2022, partial

impairments have been recognised as disclosed below. Certain other CGUs, which are specifically referred to below but not impaired,

areconare considered sensitive to changes in assumptions used for the calculation of value in use.

Bingo VF CGU

The recoverable amount of the Bingo VF CGU of €4.8 million, with carrying value of €21.1 million, has been determined using a cash flow forecast

that includes annual revenue growth rates between negative 1% and 10% over the one to five-year forecast period, a 2% long-term growth rate

and a post-tax discount rate of 15.8%. Following the contract termination of a significant licensee, the CGU is currently making considerable

efforts to recover through new geographical expansion and organic growth. However, growth is slower than expected, with new business

planned in new territories being delayed given the overall recessionary pressures worldwide. The impairment recognised in the current year

was€12.was €12.5 million which impairs the assets down to the recoverable amount.

Eyecon CGU

The recoverable amount of the Eyecon CGU showed signs of underperformance during H1 2022, mainly due to the fact that its operations are

highly concentrated in the UK online market which has seen a slowdown due to uncertain regulatory climate and as a result the recoverable

amount did not cover the carrying value, with an impairment loss of €13.6 million recognised in the profit or loss for the period ended 30 June 2022.

No further impairment has been recognised in the year. The recoverable amount of this CGU of €16.9 million, with a carrying value equal to

€16.1millio.1 million at 31 December 2022, was determined using a cash flow forecast that includes annual revenue growth rates between 0% to 10.0%

over the 1-5 year forecast period, 2% long-term growth rate and a post-tax discount rate of 15.6%. The recoverable amount would equal the

carrying value of the CGU if:

• the discount rate applied was higher by 4.8%, i.e. reaching a post-tax discount rate of 15.6%; or

• the revenue growth was lower by 0.2% when compared to the forecasted average five-year growth.

Quickspin CGU

The recoverable amount of the Quickspin CGU was impaired during H1 2022, given the risk the CGU bore from the proportion of revenues being

generated from Group’s B2B customers choosing to operate in areas with geopolitical tension, and the resulting 1% increase on the post-tax discount

rate of the CGU to mitigate for that factor. As a result of the above and also the decrease in the CGU performance which went through organisational

updates, an impairment loss of €7.0 million was recognised in the profit or loss for the period ended 30 June 2022. No further impairment was

recognised in the year. The recoverable amount of this CGU of €56.2 million, with a carrying value of €46.2 million at 31 December 2022, has been

determined using a cash flow forecast that includes annual revenue growth rates between 5.0% to 15.1% over the 1–5 year forecast period, 2% long-

term growth rate and a post-tax discount rate of 12.1%. The recoverable amount would equal the carrying value of the CGU if:

• the discount rate applied was higher by 18.3%, i.e., reaching a post-tax discount rate of 14.3%; or

• the revenue growth was lower by 2% when compared to the forecasted average five-year growth.

IGS CGU

The recoverable amount of the IGS CGU of €1.1 million, with carrying value of €6.7 million, has been determined using a cash flow forecast that

includes annual revenue growth rates between 10.0% and 77.0% over the one to five-year forecast period, a 2% long-term growth rate and a

post-tax discount rate of 22.0%. The unit was severely affected by COVID-19 and until recently it had not managed to bring revenue up to pre-COVID

levels with the business suffering from cancelled or postponed projects. As a result, the recoverable amount does not cover the carrying value,

with an impairment loss of €5.6 million recognised in the profit or loss.

If the revenue growth rate per annum is lower by 1%, then an additional impairment of €1.1 million would be recognised. Similarly, if the discount

rate increases by 1% to a post-tax discount rate of 23.0%, this would result in a further impairment of €0.4 million.

Bingo retail CGU

The recoverable amount of the Bingo retail CGU, with carrying value of €24.9 million, which has not been impaired, has been determined using a

cash flow forecast that includes annual revenue growth rates of 2% over the one to five-year forecast period, a 2% long-term growth rate and a

post-tax discount rate of 14.4%. The recoverable amount would equal the carrying value of the CGU if:

• the discount rate applied was higher by 8.1%, i.e. reaching a post-tax discount rate of 15.6%; or

• the revenue growth was lower by 1.0% when compared to the forecasted average five-year growth.

Sports B2B CGU

The recoverable amount of the Sports B2B CGU, with carrying value of €232.9 million, which has not been impaired, has been determined using

a cash flow forecast that includes annual revenue growth rates of 9.2% over the one to five-year forecast period, a 2% long-term growth rate and

a post-tax discount rate of 14.9%. The recoverable amount would equal the carrying value of the CGU if:

• the discount rate applied was higher by 7.6%, i.e. reaching a post-tax discount rate of 16.0%; or

• the revenue growth was lower by 0.5% when compared to the forecasted average five-year growth.

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Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Notes to the financial statements continued

Note 20 – Investments and derivative financial assets

Introduction

Below is a breakdown of the relevant assets at 31 December 2022 and 2021 per the consolidated balance sheet:

2022

€’m

2021

€’m

A. Investments in associates 36.6 5.2

B. Other investments 9.2 8.1

C. Derivative ﬁnancial assets 636.4 622.2

682.2 635.5

The following are the amounts recognised in the statement of comprehensive income:

2022

€’m

2021

€’m

Proﬁt or Loss

A. Share of loss from associates (3.8) (0.6)

B. Unrealised fair value changes of equity investments (0.3) (1.6)

C. Unrealised fair value changes of derivative ﬁnancial assets 6.0 583.2

Other comprehensive income

Foreign exchange movement from the derivative call options held in non-Euro functional currency subsidiaries 6.8 —

8.7 581.0

Where the underlying derivative call option is held in a non-Euro functional currency entity, the foreign exchange movement is recorded through

other comprehensive income. As at 31 December 2022, the foreign exchange movement of the derivative call option held in Caliplay (Note 20C)

is recorded in the profit or loss as the derivative call option is held in a Euro functional currency entity. The foreign exchange movement of the

derivative call option held in Wplay, Onjoc and Tenbet are recorded through other comprehensive income as the derivative call option is held in

aUSa USD functional currency entity.

The recognition and valuation methodologies for each category are explained in each of the relevant sections below, including key judgements

made under each arrangement as described in Note 6.

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Financial Statements

Note 20 – Investments and derivative financial assets continued

A. Investments in associates

Balance sheet

2022

€’m

2021

€’m

Caliplay — —

ALFEA SPA 1.7 1.6

Galera — 3.6

LSports 34.9 —

Total investment in equity accounted associates 36.6 5.2

Profit and loss impact

2022

€’m

2021

€’m

Share of proﬁt in ALFEA SPA 0.1 —

Share of loss in Galera (3.6) (0.6)

Share of loss in LSports (0.3) —

Total proﬁt and loss impact (3.8) (0.6)

Caliplay

Background

During 2014 the Group entered into an agreement with Turística Akalli, S. A. de C.V, which has since changed its name to Corporacion Caliente

SAPI (“Caliente”), the majority owner of Tecnologia en Entretenimiento Caliplay, S. de R.L. de C.V (“Caliplay”), which is a leading betting and

gaming operator in Mexico which operates the “Caliente” brand in Mexico.

The Group made a €16.8 million loan to September Holdings B.V (previously the 49% shareholder of Caliplay), a company which is 100% owned

by Caliente, in return for a call option that would grant the Group the right to acquire 49% of the economic interest of Caliplay for a nominal

amount (the “Playtech Call Option”).

During 2021 Caliplay redeemed its share at par from September Holdings, which resulted in Caliente becoming the sole shareholder in Caliplay.

The terms of the existing structured agreement were varied, with the following key changes:

• A new additional option (in addition to the Playtech Call Option) was granted to the Group which allowed the Group to take up to a 49%

equity interest in a new acquisition vehicle should Caliplay be subject to a corporate transaction – this additional option is only exercisable in

connection with a corporate transaction and therefore was not exercisable at 31 December 2021 or 31 December 2022 (the “Playtech M&A

Call Option”).

• Caliente received a put option which would require Playtech to acquire September Holding Company B.V. for a nominal amount (the

“September Put Option”). This option has been exercised and the parties are in the process of transferring legal ownership of September

Holding Company B.V. to the Group.

The Group has no equity holding in Caliplay or Caliente and is currently providing services to Caliplay including technical and general strategic

support services for which it receives income (including an additional B2B services fee as described in Note 5). If the Playtech Call Option or

the Playtech M&A Call Option are exercised, the Group would no longer be entitled to receive the additional B2B services fee (and will cease to

provide the related services) which for the year ended 31 December 2022 was €66.3 million (2021: €49.4 million). In addition, for 45 days after

the finalisation of Caliplay’s 2021 accounts, Caliplay also had an option to redeem the Group’s additional B2B services fee or (if the Playtech

Call Option had been exercised at that time) Caliente would have the option to acquire Playtech’s 49% stake in Caliplay (together the “Caliente

Call Option”).

As per the public announcement made by the Group on 6 February 2023, Playtech plc is seeking a declaration from the English Courts to obtain

clarification on a point of disagreement between the parties in relation to the Caliente Call Option. The Group believes the Caliente Call Option

has expired and referred to its expiry having taken place in its interim report for the six-month period ended 30 June 2022, which was published

on 22 September 2022. If the Caliente Call Option was declared as being exercisable and was exercised, this would extinguish the Playtech Call

Option and the Playtech M&A Call Option.

In addition to the above, from 1 January 2025, if there is a change of control of Caliplay or any member of the Caliente group which holds a

regulatory permit under which Caliplay operates, each of the Group and Caliente shall be entitled (but not obligated), within 60 days of the time

of such change of control, to require that the Caliente group redeems the Group’s additional B2B services fee or (if the Playtech Call Option had

been exercised at that time) acquires Playtech’s 49% stake in Caliplay. If such change of control were to take place and the right to redeem/

acquire were to occur, this would extinguish the Playtech Call Option (to the extent not exercised prior thereto) and the Playtech M&A Call

Option. In respect of this change of control arrangement the Group has made a judgement that as at 31 December 2022 this has no impact on

the fair value calculation of the Playtech M&A Call Option.

187

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Notes to the financial statements continued

Note 20 – Investments and derivative financial assets continued

A. Investments in associates continued

Caliplay continued

Assessment of control and significant influence

As at 31 December 2022 and 2021 it was assessed that the Group did not have control over Caliplay, because it does not meet the criteria

ofIFRof IFRS 10 Consolidated Financial Statements, paragraph 7 due to the following:

• Despite the Group previously having a nominated director on the Caliplay board in 2020 and having consent rights on certain decisions

(ineac(in each case, removed in 2021), there was no ability to control the relevant activities.

• Whilst they are not members of the board, the Group has the ability to appoint and change both the Chief Operating Officer (COO) and Chief

Marketing Officer (CMO) who form part of the management team. The COO and the CMO form part of the wider management team but not

the board and therefore are unable to control the relevant activities of Caliplay.

• The Playtech Call Option or the Playtech M&A Call Option, if exercised, would result in Playtech having up to 49% of the voting rights and

would not result in Playtech having control.

• Whilst the Group does receive variable returns from its structured agreement, it does not have the power to direct relevant activities so any

variation cannot arise from such a power.

As at 31 December 2022 and 2021, the Group has significant influence over Caliplay because it meets one or more of the criteria under IAS 28,

paragraph 6 as follows:

• It has the ability to appoint key members of the Caliplay management team.

• The standard operator revenue by itself is not considered to give rise to significant influence; however, when combined with the additional B2B

services fee, this is an indicator of significant influence.

• The material transaction of the historical loan funding is also an indicator of significant influence.

Accounting for each of the options

The Playtech Call Option was exercisable at 31 December 2022 and 31 December 2021, although it still has not been exercised. As the Group

has significant influence and the option is exercisable, the investment is recognised as an investment in associate using the equity accounting

method which includes having current access to profits and losses. The cost of the investment was previously deemed to be the loan given

through September Holdings of €16.8 million, which at the time was assessed under IAS 28, paragraph 38 as not recoverable for the foreseeable

future and part of the overall investment in the entity.

In 2021, with the introduction of the September Put Option, the investment in associate relating to the original Playtech Call Option was reduced

to zero and the €16.8 million original loan amount was determined by management to be the cost of the new Playtech M&A Call option and therefore

fully offset the balance of €16.8 million against the overall fair value movement of the Playtech M&A Call Option (refer to part C of this note).

The Playtech M&A Call Option is not currently exercisable and therefore in accordance with IAS 28, paragraph 14 has been recognised as

derivative financial asset, and disclosed separately under part C of this note.

As per the judgement in Note 6, the Group did not consider it appropriate to equity account for the share of profits as the current 100%

shareholder is entitled to any undistributed profits.

Below is the financial information of Caliplay:

2022

€’m

2021

€’m

Current assets 96.7 62.9

Non-current assets 30.3 20.2

Current liabilities (78.1) (67.5)

Non-current liabilities — —

Equity 48.9 15.6

Revenue 532.1 372.3

Proﬁt from continuing operations 30.4 23.3

Other comprehensive income /(loss), net of tax 2.5 (1.0)

Total comprehensive income 32.9 22.3

1 The 2021 balances above have been extracted from Caliplay’s audited 2021 financial statements whereas the 2022 balances have been extracted from the draft unaudited Caliplay financial statements.

Investment in ALFEA SPA

The Group has held 30.7% equity shares in ALFEA SPA since June 2018. At 31 December 2022 the Group’s value of the investment in ALFEA

SPA was €1.7milli.7 million (2021: €1.6 million). A share of profit of €0.1 million was recognised in the profit or loss for the year ended 31Dec1 December 2022

(2021: €Nil).

188

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Note 20 – Investments and derivative financial assets continued

A. Investments in associates continued

Investment in Galera

In June 2021, the Group entered into an agreement with Ocean 88 Holdings Ltd which is the sole holder of Galera Gaming Group (together

“Galera”), a company registered in Brazil. Galera offers and operates online and mobile sports betting and gaming (poker, casino, etc.) in Brazil.

They will continue to do so under the local regulatory license, when this becomes available, and will expand to other gaming and gambling

products based on the local license conditions.

The Group’s total consideration paid for the investment in Galera was $5.0 million (€4.2 million) in the year ended 31 December 2021, which

wasthe cowas the consideration for the option to subscribe and purchase from Galera an amount of shares equal to 40% in Galera at nominal price.

In addition to the investment amount paid, Playtech made available to Galera a line of credit up to $20.0 million. In 2022, an amendment was

signed to the original framework agreement to increase the credit line to $45.0 million. As at 31 December 2022, an amount of €26.9 million,

which is included in loans receivable under other non-current assets (refer to Note 36) has been drawn down (2021: €8.1 million). An amount

of €18.0 million has been loaned in the year ended 31 December 2022. The loan is required to be repaid to Playtech prior to any dividend

distribution to the current shareholders of Galera. The Group recognised an allowance for expected credit losses for the loan to Galera of

€1.1m1 million as at 31 December 2022 (2021: €Nil).

In respect of the loan receivable from Galera even though the framework agreement does not state a set repayment term, management has

assessed that this should still be recognised as a loan as opposed to part of the overall investment in associate in line with IAS 28. The Directors

have made a judgement that the loan will be settled from operational cash flows as opposed to being settled as part of an overall transaction. If

the Group had determined that the loan was part of the overall investment in associate an additional €3.6 million share of loss of associate would

have been recorded in the profit and loss. The €3.6 million has not been recognised as the investment in associate has been reduced to €Nil

(see below).

Playtech has assessed whether it holds power to control the investee and it was concluded that this is not the case. Even if the option is

exercised, it would only result in a 40% voting right over the operating entity and therefore no control.

Under the agreement in place:

• the standard operator income to be generated from services provided to Galera when combined with the additional B2B services fee,

thelothe loanand can and certain other contractual rights, are all indicators of significant influence; and

• the Group provides standard B2B services (similar to services provided to other B2B customers) as well as additional services to Galera

thatGalthat Galera requires to assist it in successfully running its operations, which could be considered essential technical information.

Considering the above factors, the Group has significant influence under IAS 28, paragraph 6 over Galera.

As the option is currently exercisable and gives Playtech access to the returns associated with the ownership interest, the investment is treated

as an investment in associate. Playtech’s interest in Galera is accounted for using the equity method in the consolidated financial statements.

Galera is still considered a start-up and therefore is currently loss making. If the call option is exercised by Playtech the Group will no longer

provide certain services and as such will no longer be entitled to the additional B2B service fee. The additional B2B services fee was €Nil in

theyear ethe year ended 31 December 2022 (2021: €Nil).

The cost of the investment was deemed to be the price paid for the option of $5.0 million (€4.2 million). A share of the loss of €3.6 million

was recognised in the profit or loss in the year ended 31 December 2022 (2021: €0.6 million) making the resulting value of the investment at

31 December 2022 €Nil (2021: €3.6 million). The total share of loss from Galera was €7.2 million as at 31 December 2022 but is capped at

€3.6m.6 million to bring the cost of the investment to €Nil.

Investment in LSports

Background

In November 2022, the Group entered into the following transactions:

• acquisition of 15% of Statscore for a total consideration of €1.8 million. As a result of this transaction Statscore became a 100% subsidiary

ofthe Grouof the Group;

• disposal of 100% of Statscore to LSports Data Ltd (“LSports”) for a total consideration of €7.5 million (settled through the acquisition of

LSports in shares) less a novated inter-company loan of €1.6 million, therefore a non-cash net consideration of €5.9 million; and

• acquisition of 30.89% of LSports for a total consideration of €36.7 million, which also included an option to acquire further shares (up to 18.11%)

in LSports. Of the total consideration, €29.2 million was paid in cash with the balance offset against the disposal proceeds of Statscore as per

the above.

As a result of the disposal of 100% of Statscore, the Group realised a loss of €8.8 million which has been recognised in the profit or loss for the

year ended 31 December 2022 and is made up as follows:

2022

€’m

Net asset position as at the date of the disposal (including goodwill of €12.4 million) 14.7

Net consideration (5.9)

Loss on disposal 8.8

189

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Notes to the financial statements continued

Note 20 – Investments and derivative financial assets continued

A. Investments in associates continued

Investment in LSports continued

Background continued

Furthermore, the Group has an option to acquire up to 49% (so an additional 18.11%) of the equity of LSports (“LSports Option”). The LSports

Option is exercisable under the following conditions:

• within 90 days from the date of receipt of the LSports audited financial statements for each of the years ending 31 December 2024, 2025

and 2026; or

• at any time until 31 December 2026 subject and immediately prior to the consummation of an Initial Public Offering or Merger & Acquisition

event of LSports.

The fair value of the option acquired was €1.4 million which was part of the total consideration €36.7 million. Refer to part of Note 20C; there is no

movement on the fair value between acquisition and year end.

LSports is a company whose principal activity is to empower sportsbooks and media companies with the highest quality sports data on a

wide range of events, so they can build the best product possible for their business. The company is based in Israel. The principal reason of

theacqthe acquisition is the attractive opportunity considered by Playtech to increase its footprint in the growing sports data market segment.

Assessment of control and significant influence

As at date of acquisition and 31 December 2022 it was assessed that the Group did not have control over LSports, because it does not meet

thecriterithe criteria of IFRS 10 Consolidated Financial Statements, paragraph 7 due to the following:

• despite Playtech having the right to appoint a director on the LSports board, as at 31 December 2022, one had not yet been appointed.

Moreover, once Playtech appoints a director, there is still no ability to control the relevant activities, as the total number of directors including

potentially one Playtech appointed director will be five;

• Playtech has neither the ability to change any members of the board or of the management of LSports; and

• as at 31 December 2022 the option is not exercisable and therefore can be disregarded in the assessment of power.

Per the above assessment Playtech does not hold power over the investee and as such does not have control.

As at 31 December 2022, the Group has significant influence over LSports because it meets one or more of the criteria under IAS 28, paragraph

6, the main one being Playtech having the ability to appoint a member on the board of LSports enabling it to therefore participate in policy-

making processes, including decisions about dividends and/or other distributions. As a result of this assessment LSports has been recognised

as an investment in associate.

The LSports option, which is not currently exercisable, is fair valued as per paragraph 14 of IAS 28 and shown as a derivative financial asset in

accordance with IFRS 9 and disclosed separately under part C of this note.

Purchase Price Allocation (PPA)

The Group has prepared a PPA following the acquisition of the investment, where any difference between the cost of the investment and

Playtech’s share of the net fair value of the LSports’ identifiable assets and liabilities results in goodwill.

Details of the provisional fair value of identifiable assets and liabilities acquired, investment consideration and goodwill are as follows:

Playtech’s share

of net fair value

of the identiﬁable

assets and

liabilities acquired

2022

€’m

Net book value of liabilities acquired (1.3)

Fair value of customer contracts and relationships 7.8

Fair value of technology – internally developed 11.5

Fair value of brand 1.6

Deferred tax arising on acquisition (2.3)

Total net assets 17.3

Total consideration 35.3

Goodwill 18.0

A total of €0.4 million and €0.1 million was recognised in relation to the amortisation of intangibles and the release of the deferred tax liability

respectively, arising on acquisition in the profit or loss for the year ended 31 December 2022, with a corresponding entry against the investment

in associate. The net effect of €0.3 million is recognised in share of loss in profit or loss as at 31 December 2022. No share of profit was recognised

as this amount is negligible.

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Financial Statements

Note 20 – Investments and derivative financial assets continued

A. Investments in associates continued

Other investment in associates that are fair valued under IAS 28, paragraph 14

The following are also investments in associates where the Group has significant influence but where the option is not currently exercisable.

AstheAs there is no current access to profits, the relevant option is fair valued under IFRS 9, and disclosed as derivative financial assets under part C

ofthis note: of this note:

• Wplay;

• Tenbet (Costa Rica); and

• Onjoc (Panama).

The financial information required for investments in associates, other than Caliplay, have not been included here as from a Group perspective

the Directors do not consider them to have a material impact jointly or separately.

B. Other investments

Balance sheet

2022

€’m

2021

€’m

Listed investment – PhilWeb 1.1 0.8

Listed investment – Torque Esports Corp 0.3 0.8

Investment in Tenlot Guatemala 4.4 4.4

Investment in Tentech Costa Rica 2.1 2 .1

Investment in Gameco 1.3 —

Total other investments 9.2 8.1

Profit and loss impact

2022

€’m

2021

€’m

Change of fair value of listed securities – PhilWeb 0.2 (0.4)

Change in fair value of listed securities – Torque Esports Corp (0.5) (1.2)

Total proﬁt and loss impact (0.3) (1.6)

Listed investments

The Group has shares in listed securities in PhilWeb and Torque Esports Corp. The fair values of these equity shares are determined by reference

to published price quotations in an active market. For the year ended 31 December 2022, the fair value of PhilWeb increased by €0.2 million

(2021: decrease of €0.4 million). For the year ended 31 December 2022, the fair value of Torque Esports Corp decreased by €0.5 million

(2021:dec: decrease of €1.2 million).

Investment in Tenlot Guatemala

In 2020, the Group entered into an agreement with Tenlot Guatemala, a member of the Tenlot Group. Tenlot Guatemala commenced its activity

in 2018 and it is currently growing its lottery business in Guatemala, expanding its distribution network and game offering.

The Group has acquired a 10% equity holding in Tenlot Guatemala for a total consideration of $5.0 million (€4.4 million) in 2020, which has been

accounted at fair value through profit or loss under IFRS 9.

The fair value of the equity holding as at 31 December 2022 is $5.0 million (€4.4 million) with no movement in fair value from the prior year.

In addition, the Group was granted a 10% equity holding in Super Sports S.A. at no additional cost. The Group also has an option to acquire an

additional 80% equity holding in Super Sports S.A. If the option is exercised, the Group would no longer provide certain services and, as such,

would no longer be entitled to the additional B2B services fee. The additional B2B services fee was €Nil for the year ended 31 December 2022

(2021: €Nil). There are no conditions attached to the exercise of the option.

The right of exercising the call option at any time and the acquisition of the additional 80% in Super Sports S.A. give Playtech:

• power over the investee;

• exposure, or rights, to variable returns from its involvement with the investee; and

• the ability to use its power over the investee to affect the amount of the investor’s returns.

It therefore satisfies all the criteria of control under IFRS 10, paragraph 7 and, as such, at 31 December 2022 Super Sports S.A. has been

consolidated in the consolidated financial statements of the Group, noting that this is not material from a Group perspective.

Investment in Tentech Costa Rica

In 2020, the Group entered into an agreement in Costa Rica with the Tenlot Group. The Group acquired a 6% equity holding in Tentech CR S.A.,

a member of the Tenlot Group, for a total consideration of $2.5 million (€2.1 million). Tentech CR S.A. sells printed bingo cards in accordance with

article 29 of the Law of Raffles and Lotteries of Costa Rica (CRC – Costa Rican Red Cross Association).

The 6% equity holding in Tentech CR S.A. is accounted at fair value through profit or loss under IFRS 9.

The fair value of the equity holding as at 31 December 2022 is $2.5 million (€2.1 million) with no movement in fair value from the prior year.

191

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Notes to the financial statements continued

Note 20 – Investments and derivative financial assets continued

B. Other investments continued

Investment in Gameco

In 2021, the Group entered into a convertible loan agreement with GameCo LLC (“GameCo”), where it provided $4.0 million in the form of a debt

security with 8% interest (2021: €3.8 million). As at 31 December 2021 the receivable was included in loans receivable in Note 21. In December

2022, Gameco acquired Green Jade Games and subsequently, the Playtech debt was converted into equity shares, representing a 7.1% into the

newly formed group. Immediately prior to the conversion, the loan was impaired by €3.0 million and this has been recognised in the profit or loss

in the current year.

The 7.1% equity holding in the newly formed group is accounted at fair value through profit or loss under IFRS 9. The fair value of the equity

holding as at 31 December 2022 is €1.3 million.

C. Derivative financial assets

Balance sheet

2022

€’m

2021

€’m

Playtech M&A Call Option (Caliplay) 524.0 506.7

Wplay 93.5 97.2

Onjoc 8.6 6.9

Tenbet 8.9 11.4

LSports (Note 20A) 1.4 —

Total derivative ﬁnancial assets 636.4 622.2

Statement of comprehensive income impact

2022

€’m

2021

€’m

Caliplay

Fair value change of Playtech M&A Call Option (13.3) 506.7

Playtech Call Option — (16.6)

Foreign exchange movement to proﬁt or loss 30.6 —

Wplay

Fair value change in Wplay (9.4) 74.8

Foreign exchange movement recognised in other comprehensive income 5.7 —

Onjoc

Fair value change in Onjoc 1.3 6.9

Foreign exchange movement recognised in other comprehensive income 0.4 —

Tenbet

Fair value change in Tenbet (3.2) 11.4

Foreign exchange movement recognised in other comprehensive income 0.7 —

Total comprehensive income impact 12.8 583.2

Caliplay

As already disclosed in section A of this note, the Playtech M&A Call Option is not currently exercisable and therefore in accordance with IAS 28,

paragraph 14 has been recognised as a derivative financial asset and fair valued under IFRS 9.

As at 31 December 2021, Caliplay was actively negotiating a merger with a US listed special purpose acquisition corporation (SPAC), which in

turn was expected to enter into a long-term commercial agreement with a leading media partner. As part of the transaction, the media partner

and certain of its shareholders were expected to invest a cash amount in the SPAC in exchange for shares and warrants issued by the SPAC,

which was expected to result in them together holding a material minority equity interest.

Further attempts were made to complete the SPAC transaction during the year, however as per the announcement made on 29 July 2022,

with capital market conditions having deteriorated significantly since the transaction was initially contemplated, the transaction was no longer

being pursued.

For this reason, a decision was taken to change the valuation methodology used as at 31 December 2022 for the Playtech M&A Call Option to

that of a DCF approach with a market exit multiple assumption, as opposed to 31 December 2021, where the Group has assessed the fair value

of the Playtech M&A Call Option based on the proposed term of the expected merger with the SPAC, including the transaction value.

As already mentioned in part A of Note 20 the Group is seeking a declaration from the English Courts to obtain clarification on a point of

disagreement between the parties in relation to the Caliente Call Option and in particular, whether Caliplay still holds this option which permits

it to redeem the additional B2B services fee element. Should it be declared that Caliplay still has the Caliente Call Option and Caliplay then

exercises said option, this would cancel both the Playtech M&A Call Option and the Playtech Call Option.

The Group believes the Caliente Call Option has expired and whilst Caliplay has not sought to exercise the option to date, Caliplay has made it

clear that it considers the option has not yet expired.

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Financial Statements

Note 20 – Investments and derivative financial assets continued

C. Derivative financial assets continued

Caliplay continued

In arriving at the fair value of the Playtech M&A Call Option, the Group has made a judgement that the Caliente Call Option has expired and

therefore no probability weighted scenarios have been modelled that include an assumption that the Caliente Call Option is exercisable. Should

the English Courts determine that the option is exercisable and Caliplay chooses to exercise the option, the amount payable by Caliplay to the

Group upon exercise would either be agreed between the parties or, failing which, determined by an independent investment bank valuing the

Group’s remaining entitlement to receive the additional B2B services fee until 31 December 2034. There is therefore the potential that, should the

Caliente Call Option be exercisable and then subsequently exercised, the proceeds received by the Group may be materially different (positive

or adverse) to the fair value of the Playtech M&A Call Option recorded as at 31 December 2022.

Valuation

The Group has assessed the fair value of the Playtech M&A Option of the derivative financial asset as at 31 December 2022 using a discounted

cash flow (DCF) approach with a market exit multiple assumption. The Group used a discount rate of 16% reflecting the cash flow risks given the

high growth rates in place, as well as a discount for illiquidity and control until the expected Group exit date. The Group also made assumptions

on the probability of a possible transaction that may be completed on a number of exit date scenarios over a four-year period, until December

2026. The Group used a compound annual growth rate of 17.2% over the forecasted cash flow period, an average Adjusted EBITDA margin of

26.3% and an exit multiple of 9.6x. Due to the uncertainty as to how the exercise of the Playtech M&A Call Option may occur and the potential

for the shares held to not be immediately realisable, the Group included an additional discount for lack of marketability (DLOM) for two years

of 13.8%. Furthermore, Playtech’s share in Caliplay was adjusted to reflect the rights to Caliplay shares that a service provider has under its

services agreement with the Group.

As at 31 December 2022, the fair value of the Playtech M&A Call Option was $560.6 million (2021: $574.7 million) which converted to €524.0 million

(2021: €506.7 million). The year-on-year movement of €17.3 million recognised in the profit or loss is attributable to the favourable movement in

the USD to EUR foreign exchange rate of €30.6 million, offset by €13.3 million unfavourable movement in the fair value arising from the change

in a number of variables including exit dates and loss of transaction synergies which impacted cash flows that were only partly offset by the

increase in the shareholding as discussed below.

As at 31 December 2021 the fair value of the option in Caliplay was determined using a potential transaction price where, due to incoming

shareholders, Playtech’s share in Caliplay was being diluted down to 36%. As at 31 December 2022, a discounted cash flow valuation method

is used with a dilution in shareholding down only to 45.8% reflecting the expected rights to Caliplay shares to be allocated to a service provider

under its services agreement with the Group. These rights were reduced following the exercise of a redemption option post year end as disclosed

in Note 40, noting that the Group had assumed this option would be exercised for the purposes of the valuation performed at 31Deed at 31 December 2022.

Despite the change in valuation approach, the Group considers it reasonable that the value of the Playtech M&A Call Option is broadly

unchanged given the continued strong operational results of Caliplay for 2022.

Sensitivity analysis

The assumptions and judgements made in the valuation of the derivative financial asset as at 31 December 2022 include the following

sensitivities, noting that factors and circumstances may arise that are outside the Group’s control which could impact the option value:

• A different discount rate within the range of 14% to 18% will result in a fair value of the derivative financial asset in the range of €484.2 million –

€568.3 million.

• A 5% fluctuation in the Adjusted EBITDA margin will result in a fair value of the derivative financial asset within the range of €494.5 million –

€553.3 million.

• A 10% fluctuation in the Adjusted EBITDA margin will result in a fair value of the derivative financial asset within the range of €464.6 million –

€583.3 million.

• A 5% fluctuation in the revenue growth rate will result in a fair value of the derivative financial asset within the range of €487.0 million –

€561.8 million.

• A 10% fluctuation in the revenue growth rate will result in a fair value of the derivative financial asset within the range of €450.5 million –

€601.0 million.

• A 1.0 fluctuation on the market exit multiple will result in a fair value of the derivative financial asset within the range of €473.9 million –

€573.9 million.

• If the 13.8% DLOM applied for two-year period post exercise of the Playtech M&A option was removed (i.e. in the event that an M&A transaction

included the acquisition of Playtech’s shares immediately post exercise) the fair value of the derivative financial asset would increase to €607.6 million.

Conversely, if we double the applied DLOM to 27.6% the fair value of the derivative financial asset would decrease to €440.2 million.

Wplay

In August 2019, Playtech entered into a structured agreement with Aquila Global Group SAS (“Wplay”), which has a license to operate online

gaming activities in Colombia. Under the agreement the Group provides Wplay its technology products, where it receives standard operator

revenue and additional B2B services fee as per Note 5. The Group has no shareholding in Wplay.

Playtech has a call option to acquire a 49.9% equity holding in the Wplay business. As at 31 December 2021 this option was exercisable in August

2022, however during 2022, the parties agreed to defer the Group’s ability to exercise this option to August 2023. If the call option is exercised

by Playtech, the Group would no longer provide certain services and as such will no longer be entitled to the additional B2B services fee.

TheadThe additional B2B services fee was €Nil for the year ended 31 December 2022 (2021: €Nil).

The payment of €22.4 million made to Wplay in 2019 and 2020 was considered to be the payment made for the option in Wplay. The Group

hadchad contingent commitments totalling $6.0 million, of which $5.0 million was paid in June 2021 and $1.0 million was paid in October 2022.

193

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Notes to the financial statements continued

Note 20 – Investments and derivative financial assets continued

C. Derivative financial assets continued

Wplay continued

Assessment of control and significant influence

The Group assessed whether it holds power over the investee (in accordance with IFRS 10, paragraph 7) with the following considerations:

• Playtech does not have the ability to direct Wplay’s activities as it has no voting representation on the executive committee or members of

thee executive committee.

• Whilst they are not members of the executive committee, Playtech has the ability to appoint and change both the COO and CMO who form

part of the management team (albeit this right has never been exercised). The COO and the CMO are part of the wider management team

butwoubut would not be able to control the relevant activities of Wplay.

• If the option is exercised it would result in Playtech acquiring 49.9% of the voting rights of the operating entity and therefore would not

result in having control. Furthermore, as at 31 December 2022 the option is not exercisable and therefore can be disregarded in the

assessment of power.

Per the above assessment Playtech does not hold power over the investee and as such does not have control.

With regards to the assessment of significant influence, the following facts were considered:

• Playtech has the right to appoint and remove the COO and CMO which is a potential indicator of significant influence given their relative

positions andinvolvemnd involvement in the day-to-day operations of Wplay.

• The standard operator revenue is not considered to give rise to significant influence. However, when combined with the additional B2B

services fee, this is an indicator of significant influence.

• The Group provides additional services to Wplay which Wplay requires to assist it in successfully running its operations, which could be

considered essential technical information.

The Group therefore has significant influence under IAS 28, paragraph 6 over Wplay. However, as the option is not currently exercisable, we have

an investment in associate but with no access to profits. As such the option is fair valued as per paragraph 14 of IAS 28 and shown as a derivative

financial asset in accordance with IFRS 9.

The Group has given an interest-bearing loan of $1.7 million (€1.6 million) to Wplay, which is due for repayment in December 2023 and is included

in loans receivable from related parties (refer to Note 36).

Valuation

The fair value of the option at 31 December 2022 has been estimated using a DCF approach with a market exit multiple assumption. The Group

used a discount rate of 25% (2021: 23%) reflecting the cash flow risks given the high growth rates in place and the relative early stages of the

business, as well as a discount for illiquidity and control until the expected Playtech exit date of December 2026 (2021: expected exit date of

December 2026). The Group used a compound annual growth rate of 24.7% (2021: 27.2%) over the forecasted cash flow period, an average

Adjusted EBITDA margin of 20.6% (2021: 17.5%) and an exit multiple of 9.6x (2021: 9.8x). As part of the agreement, there is a lock-in mechanism

that contractually might prevent Playtech from selling the resulting shares, however an assumption was made that if the exit date assumed in the

model is earlier, then both parties would be in agreement to this earlier exit point, therefore no further discounts were applied post transaction.

Furthermore, Playtech’s share in Wplay was adjusted to reflect the rights to shares that a service provider has under its services agreement with

the Group.

As at 31 December 2022, the fair value of the Wplay derivative financial asset is €93.5 million. The difference of €3.7 million between the fair

value at 31 December 2021 of €97.2 million and the fair value at 31 December 2022 has been recognised as follows:

a. €9.4 million derived from the fair value decrease of the derivative call option calculated using the DCF model in the profit or loss for the year

ended 31 December 2022.

b. €5.7 million derived from the fair value increase due to the exchange rate fluctuation of USD to EUR (as the derivative call option is under a

foreign subsidiary of the Group whose functional currency is USD) in other comprehensive income for the year ended 31Deed 31 December 2022.

194

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Note 20 – Investments and derivative financial assets continued

C. Derivative financial assets continued

Wplay continued

Sensitivity analysis

The assumptions and judgements made in the valuation of the derivative financial asset as at 31 December 2022 include the following

sensitivities, noting that factors and circumstances may arise that are outside the Group’s control which could impact the option value:

• A different discount rate within the range of 20% to 30% will result in a fair value of the derivative financial asset in the range of €79.5 million –

€111.0 million.

• A 5% fluctuation in the Adjusted EBITDA margin will result in a fair value of the derivative financial asset within the range of €89.0 million –

€98.1 million.

• A 10% fluctuation in the Adjusted EBITDA margin will result in a fair value of the derivative financial asset within the range of €84.4 million –

€102.6 million.

• A 5% fluctuation in the revenue growth rate will result in a fair value of the derivative financial asset within the range of €90.1 million –

€97.1 million.

• A 10% fluctuation in the revenue growth rate will result in a fair value of the derivative financial asset within the range of €86.7 million –

€100.8 million.

• A 1.0 fluctuation on the market exit multiple will result in a fair value of the derivative financial asset within the range of €85.8 million –

€101.2 million.

• If the expected Playtech exit date fluctuates by one year later or earlier, the fair value of the derivative financial asset will change to

€87.8milli8 million and €99.5 million respectively.

Onjoc

In June 2020, Playtech entered into a framework agreement with ONJOC CORP. (“Onjoc”), which holds a license to operate online sports

betting, gaming and gambling activities in Panama. The Group has no equity holding in Onjoc but has an option to acquire 50%. Under the

agreement the Group provides Onjoc its technology products, where it receives standard operator revenue and additional B2B services fee

as per Note 5. If the option is exercised, the Group would no longer provide certain services and, as such, would no longer be entitled to the

additional B2B services fee. The additional B2B services fee was €Nil in the year ended 31 December 2022 (2021: €Nil). The option can be

exercised any time subject to Onjoc having $15.0 million of Gross Gaming Revenue (GGR) over a consecutive 12-month period.

Assessment of control and significant influence

The Group performed an analysis for Onjoc to assess whether it holds power over Onjoc (in accordance with IFRS 10, paragraph 7)

withthefollwith the following considerations:

• Playtech can propose an independent member to the board of directors, who has to be independent to both Playtech and Onjoc,

andaand assuchds such does not have the ability to direct Onjoc’s activities as it has no voting representation on the board;

• Playtech has the right to appoint and remove the COO, CTO and CMO, which although would form part of the wider management team,

wouldnwould not be able to control the relevant activities of Onjoc by themselves; and

• if the option is exercised it would result in Playtech acquiring 50% of the voting rights of the operating entity and therefore would not

result in having control. Furthermore, as at 31 December 2022 the option is not exercisable and therefore can be disregarded in the

assessment of power.

Per the above assessment Playtech does not hold power over the investee and as such does not have control.

With regards to the assessment of significant influence, the following facts were considered:

• Playtech can propose an independent member to the board of directors and has the right to appoint and remove the COO, CTO and CMO

which are potential indicators of significant influence given their relative positions and the involvement in day-to-day operations of Onjoc;

• the standard operator revenue is not considered to give rise to significant influence. However, when combined with the additional B2B

services fee, this is an indicator of significant influence; and

• the Group provides additional services to Onjoc which Onjoc requires to assist it in successfully running its operations which could be

considered essential technical information.

The Group therefore has significant influence under IAS 28, paragraph 6 over Onjoc. However, as the option is not currently exercisable, we have

an investment in associate but with no access to profits. As such the option is fair valued as per paragraph 14 of IAS 28 and shown as a derivative

financial asset in accordance with IFRS 9.

The Group has given an interest-bearing loan to Onjoc of €1.8 million (2021: €1.1 million) which is due for repayment in October 2025 and is

included in loans receivable from related parties (refer to Note 36).

195

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Notes to the financial statements continued

Note 20 – Investments and derivative financial assets continued

C. Derivative financial assets continued

Onjoc continued

Valuation

The fair value of the option at 31 December 2022 has been estimated using a DCF approach with a market exit multiple assumption. The Group

used a discount rate of 33% (2021: 31%) reflecting the cash flow risk given the high growth rates in place and the early stages of the business, as

well as a discount for illiquidity and control until the expected Playtech exit date of December 2027 (2021: expected exit date of December 2027).

The Group used a compound annual growth rate of 60.1% (2021: 89.3%) over the forecasted cash flow period and an average Adjusted EBITDA

margin of 20.4% (2021: 3.7%). As part of the agreement, there is a lock-in mechanism that contractually might prevent Playtech from selling the

resulting shares, however an assumption was made that if the exit date assumed in the model is earlier, then both parties would be in agreement

to this earlier exit point, therefore no further discounts applied post transaction. Furthermore, Playtech’s share in Onjoc was adjusted to reflect

the rights to shares that a service provider has under its services agreement with the Group.

As at 31 December 2022, the fair value of the Onjoc derivative financial asset is €8.6 million. The difference of €1.7 million between the fair value

at 31 December 2021 of €6.9 million and the fair value at 31 December 2022 has been recognised as follows:

a. €1.3 million derived from the fair value increase of the derivative call option calculated using the DCF model in the profit or loss in the year

ended 31 December 2022.

b. €0.4 million derived from the fair value increase from the exchange rate fluctuation of USD to EUR (as the derivative call option is under a

foreign subsidiary of the Group whose functional currency is USD) in other comprehensive income in the year ended 31 December 2022.

Sensitivity analysis

The assumptions and judgements made in the valuation of the derivative financial asset as at 31 December 2022 include the following

sensitivities, noting that factors and circumstances may arise that are outside the Group’s control which could impact the option value:

• A different discount rate within the range of 28% to 38% will result in a fair value of the derivative financial asset in the range of €7.1 million – €10.5 million.

• A 5% fluctuation in the Adjusted EBITDA margin will result in a fair value of the derivative financial asset within the range of €8.1 million – €9.1 million.

• A 10% fluctuation in the Adjusted EBITDA margin will result in a fair value of the derivative financial asset within the range of €7.7 million – €9.5 million.

• A 5% fluctuation in the revenue growth rate will result in a fair value of the derivative financial asset within the range of €7.9 million – €9.3 million.

• A 10% fluctuation in the revenue growth rate will result in a fair value of the derivative financial asset within the range of €7.3 million – €10.1 million.

• A 1.0 fluctuation on the market exit multiple will result in a fair value of the derivative financial asset within the range of €7.6 million – €9.7 million.

Tenbet Costa Rica

In addition to the 6% equity holding in Tentech CR S.A as per section B of this note, the Group has an option to acquire 81% equity holding in

Tenbet. Tenbet which is another member of the Tenlot Group, operates online bingo games and casino side games. Playtech provides certain

services to Tenbet in return for its additional B2B services fee. The Group has no equity holding in Tenbet but has an option to acquire 81% equity.

If the option is exercised, the Group would no longer provide certain services to Tenbet and, as such, would no longer be entitled to the additional

B2B services fee. The additional B2B services fee was €Nil in the year ended 31 December 2022 (2021: €Nil). In H1 2022, the Group signed

an amendment to the Tenbet agreement in which the option can be exercised at any time from the end of 35 months (previously 18months) of y 18 months) of

Tenbet going live. The call option to acquire 81% equity holding in Tenbet is exercisable from July 2023 (previously February 2022).

Under the existing agreements, the Group has provided Tenbet with a credit facility of €2.7 million out of which €2.1 million had been drawn down

as at 31 December 2022 (2021: €1.1 million).

Assessment of control and significant influence

The Group assessed whether it holds power over Tenbet (in accordance with IFRS 10, paragraph 7) with the following considerations:

• Playtech does not have the ability to direct Tenbet’s activities as it has no voting representation on the Board of Directors (or equivalent)

orpeor people in managerial positions;

• Playtech has neither the ability to appoint, or change any members of the Board of Tenbet; and

• as at 31 December 2022 the option is not exercisable and therefore can be disregarded in the assessment of power.

Per the above assessment, Playtech does not hold power over the investee and as such does not have control.

With regards to the assessment of significant influence, the standard operator revenue alone is not considered to give rise to significant

influence. However, when combined with the additional B2B services fee, this is an indicator of significant influence. Furthermore, the Group

provides additional services to Tenbet which Tenbet requires to assist it in successfully running its operations that could be considered essential

technical information. Playtech therefore has significant influence under IAS 28, paragraph 6 over Tenbet. However, as the option is not currently

exercisable, we have an investment in associate but with no access to profits. As such the option is fair valued as per paragraph 14 of IAS 28 and

shown as a derivative financial asset in accordance with IFRS 9.

196

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Note 20 – Investments and derivative financial assets continued

C. Derivative financial assets continued

Tenbet Costa Rica continued

Valuation

The fair value of the option at 31 December 2022 has been estimated using a DCF approach with a market exit multiple assumption. The Group

used a discount rate of 35% (2021: 33%) reflecting the cash flow risk given the high growth rates in place and the early stages of the business, as

well as a discount for illiquidity and control until the expected Playtech exit date of December 2027 (2021: expected exit date of December 2027).

The Group used a compound annual growth rate of 135% (2021: 64.2%) over the forecasted cash flow period and an average Adjusted EBITDA

margin within the range of – 335% to 31% in years 1-5 with an average of -59.8% (2021: average of -10.1%). As part of the agreement, there is a

lock-in mechanism that contractually might prevent Playtech from selling the resulting shares, however an assumption was made that if the exit

date assumed in the model is earlier, then both parties would be in agreement to this earlier exit point. Furthermore, Playtech’s share in Tenbet

was adjusted to reflect the rights to shares that a service provider has under its services agreement with the Group.

As at 31 December 2022, the fair value of the Tenbet derivative financial asset is €8.9 million. The difference of €2.5 million between the fair value

at 31 December 2021 of €11.4 million and the fair value at 31 December 2022 has been recognised as follows:

a. €3.2 million derived from the fair value decrease of the derivative call option calculated using the DCF model in the profit or loss in the year

ended 31 December 2022.

b. €0.7 million derived from the fair value increase from the exchange rate fluctuation of USD to EUR (as the derivative call option is under a

foreign subsidiary of the Group whose functional currency is USD) in other comprehensive income in the year ended 31 December 2022.

Sensitivity analysis

The assumptions and judgements made in the valuation of the derivative financial asset as at 31 December 2022 include the following

sensitivities, noting that factors and circumstances may arise that are outside the Group’s control which could impact the option value:

• A different discount rate within the range of 30% to 40% will result in a fair value of the derivative financial asset in the range of €7.2 million – €11.0 million.

• A 5% fluctuation in the Adjusted EBITDA margin will result in a fair value of the derivative financial asset within the range of €8.5 million – €9.3 million.

• A 10% fluctuation in the Adjusted EBITDA margin will result in a fair value of the derivative financial asset within the range of €8.0 million – €9.8 million.

• A 5% fluctuation in the revenue growth rate will result in a fair value of the derivative financial asset within the range of €7.9 million – €10.0 million.

• A 10% fluctuation in the revenue growth rate will result in a fair value of the derivative financial asset within the range of €6.9 million – €11.2 million.

• A 1.0 fluctuation on the market exit multiple will result in a fair value of the derivative financial asset within the range of €7.7 million – €10.2 million.

Note 21 – Other non-current assets



2022

€’m

2021

€’m

Security deposits 3.3 3.3

Guarantee for gaming licences 2.2 2.6

Prepaid costs relating to Sun Bingo contract 63.4 71.7

Loans receivable (Net of ECL) 1.7 8.1

Loans receivable from related parties (Net of ECL) (Note 36) 27.9 9.5

Other receivables 11.1 9.2

109.6 104.4

Note 22 – Trade receivables



2022

€’m

2021

€’m

Trade receivables 144.5 168.6

Related parties (Note 36) 20.5 16.5

Trade receivables – net 165.0 185.1

Split to:

Non-current assets 1.1 6.6

Current assets 163.9 178.5

165.0 185.1

197

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Notes to the financial statements continued

Note 23 – Other receivables



2022

€’m

2021

€’m

Prepaid expenses 23.4 25.9

VAT and other taxes 13.6 14.1

Security deposits for regulators 24.2 13.1

Prepaid costs relating to Sun Bingo contract 3.6 4.3

Receivable for legal proceedings and disputes

16.4 16.4

Loans receivable

(Net of ECL) 13.0 2.1

Loans receivable from related parties (Net of ECL) (Note 36) 3.3 2.4

Other receivables 10.1 8.8

107.6 87.1

1 Receivable for legal proceedings and disputes relates to funds held in escrow, in relation to a historical and ongoing legal matter. The corresponding liability is included under gaming and other taxes.

The funds will be released when the case is finally settled, in accordance with the escrow agreement.

2 Included in loans receivable above, is a convertible debenture of C$12.25 million (€8.3 million net of ECL) issued to NorthStar Gaming Inc in December 2022 that will convert into equity and warrants

in connection with NorthStar’s proposed reverse takeover (the “RTO”) of Baden Resources Inc. The fair value of the convertible debenture was assessed as being materially in line with its face value

at 31 December 2022.Re2. Refer to Note 40.

Note 24 – Cash and cash equivalents

Cash and cash equivalents for the purposes of the statement of cash flows comprises:



2022

€’m

2021

€’m

Continuing operations

Cash at bank 426.8 572.4

Deposits 0.1 3.6

426.9 576.0

Less: expected credit loss (Note 38A) (0.4) (0.6)

426.5 575.4

Treated as held for sale

Cash at bank — 71.2

Cash at brokers — 293.4

Deposits — 1.5

— 366.1

Cash and cash equivalents in the statement of cash ﬂows 426.9 942.1

Less: expected credit loss (Note 38A) (0.4) (0.6)

426.5 941.5

Out of the total cash at bank, an amount of €6.8 million were held by payment processors as at 31 December 2022 (2021: €6.9 million).

The Group holds cash balances on behalf of operators in respect of their jackpot games and poker and casino operations, as well as client funds

with respect to B2C. Furthermore, and up to the point of the Financial segment disposal, the Group held CFD and client deposits in relation to

liquidity and clearing activities. All of these are included in current liabilities.



2022

€’m

2021

€’m

Continuing operations

Funds attributed to jackpots 84.7 82.2

Security deposits 29.6 28.5

Players’ balances 39.8 30.4

154.1 141.1

Included in liabilities held for sale

Client deposits — 138.5

Client funds — 170.3

— 308.8

198

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Note 25 – Assets held for sale



2022

€’m

2021

€’m

Assets

A. Property, plant and equipment 19.6 20.0

B. Casual CGU — —

C. Financials CGU — 487.4

D. Investment in associates — —

19.6 507.4

A. During 2021, the Group entered into a binding agreement for the disposal of a real estate area in Milan for a total consideration of €20.0 million.

Accordingly, the real estate was classified as held for sale.

Of the total consideration, €1.0 million was received during the year ended 31 December 2021. The advance received was classified as part

of the liabilities directly associated with assets classified as held for sale.

At the date of the transfer to assets held for sale, an impairment review was performed, where the carrying amount was compared to the fair

value less expected disposal costs. The carrying value of the land was higher than the fair value less expected selling costs and therefore an

impairment of €12.3 million was recognised in the profit or loss in the year ended 31 December 2021. In addition, €1.8 million of deferred tax

liability relating to the land was recognised in the profit or loss in the prior year. It was the Group’s decision to sell the asset, and subsequently

the prospective buyer was only interested inthe laly interested in the land and not the buildings, which led to this impairment.

The sale has been finalised but the disposal is expected to complete in 2024 with the movement of the trot track from La Maura area to

SanSSan Siro (previously it was expected that the sale would complete during 2022).

B. Following the decision made by the Group in 2019 to dispose the Casual and Social Gaming businesses, the value of the divisions were

classified asheed as held for sale and the results were included in discontinued operations.

On 11 January 2021, the Group entered into an agreement for the disposal of “YoYo”, also included in this division, for a total consideration of

$9.5 million. As a result of this transaction, the Group realised a profit of €7.6 million in the profit or loss for the year ended 31 December 2021,

included within the total profit from discontinued operations (refer to Note 8).

The Social and Casual Gaming CGU is now fully disposed.

C. Following the decision made by the Board of Directors in 2020 to dispose of the Financial segment, the division was classified as held for

sale and its results included in discontinued operations.

In September 2021, the Group entered into an agreement to sell this division for a cash consideration of $250.0 million, with the final

consideration being subject to a completion accounts adjustment of up to $25.0 million in either direction, to be determined by the financial

performance of the Financial segment from 1 January 2021 to the completion date.

The disposal was completed in July 2022, with cash consideration after this adjustment of $228.1 million (€223.9 million).

At 31 December 2020 an impairment charge of €221.2 million was recognised against this CGU as a result of comparing its carrying value to

expected proceeds from the disposal, less expected costs to sell. Following a review of the net assets of the unit at 31 December 2021, when

compared to the expected proceeds, €2.0 million of the previously recognised impairment was reversed. The impairment loss allocated

against goodwill cannot be reversed.

199

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Notes to the financial statements continued

Note 25 – Assets held for sale continued

The profit on disposal of Financial segment was determined as follows:

 €’m

Cash consideration received 223.9

Transaction costs paid (1.6)

Cash disposed oCash disposed off (392.1)

Net cash outﬂow on disposal of Financial segment (169.8)

Net assets disposed (other than cash):

Property, plant and equipment (4.3)

Right of use assets (6.3)

Intangible assets (98.0)

Trade and other receivables (13.9)

Deferred tax liability 7.0

Trade payables and other payables 24.8

Client deposits 144.5

Client funds 147.1

Income tax payable 2.7

Lease liability 4.5

Net liability position on disposal of Financial segment 208.1

Net cash outﬂow (169.8)

Net liability position disposed 208.1

Recycling of foreign exchange reserve related to the foreign discontinued operations (23.2)

Proﬁt on disposal 15.1

D. In 2020, the Board of Directors made a decision to dispose of its shareholding in two associates and as such their value of €2.2 million

was transferred to assets held for sale. During 2021, the Group entered into an agreement for the disposal of these associates for a total

consideration of €2.2 million.

Note 26 – Shareholders’ equity

A. Share capital

Share capital is comprised of no par value shares as follows:

2022

Number

of shares

2021

Number

of shares

Authorised

N/A N/A

Issued and paid up 309,294,243 309,294,243

1 The Company has no authorised share capital, but it is authorised to issue up to 1,000,000,000 shares of no par value.

The table below shows the movement of the shares:

Shares in issue/

circulation

Number of shares Treasury shares

Shares held by

2014 EBT

Shares held by

2021 EBT Tot al

At 1 January 2021 297,603,815 9,965,889 1,724,539 — 309,294,243

Transfer to EBT — (7,028,339) — 7,028,339 —

Exercise of options 1,640,511 — (1,640,511) — —

At 31 December 2021/1 January 2022 299,244,326 2,937,550 84,028 7,028,339 309,294,243

Exercise of options 1,743,990 — (84,028) (1,659,962) —

At 31 December 2022 300,988,316 2,937,550 — 5,368,377 309,294,243

200

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Note 26 – Shareholders’ equity continued

B. Employee Benefit Trust

2014 EBT

In 2014, the Group established an Employee Benefit Trust (2014 EBT) by acquiring 5,517,241 shares for a total of €48.5 million. During the year

ended 31 December 2022, 84,028 shares (2021: 1,640,511 shares) were issued at a cost of €0.6 million (2021: €13.9 million).

2021 EBT

In 2021 the Company transferred 7,028,339 shares held by the Company in treasury to the Employee Benefit Trust (2021 EBT) for a total

of €22.6 million. During the year ended 31 December 2022, 1,659,962 shares (2021: Nil) were issued at a cost of €5.4 million (2021: €Nil).

Asat 31 DeAs at 31 December 2022, a balance of 5,368,377 shares (2021: 7,028,339 shares) remains in the 2021 EBT with a cost of €17.2 million

(2021:(2021: €22.6 million).

C. Share options exercised

During the year 1,794,438 (2021: 1,873,307) share options were exercised, of which 50,448 were cash settled (2021: 232,796).

D. Distribution of dividends

During 2022 the Group did not pay any dividends .

E. Reserves

The following describes the nature and purpose of each reserve within owners’ equity:

Reserve Description and purpose

Additional paid in capital Share premium (i.e. amount subscribed for share capital in excess of nominal value)

Employee Beneﬁt Trust Cost of own shares held in treasury by the trust

Put/call options reserve Fair value of put/call options as part of business acquisition

Foreign exchange reserve Gains/losses arising on retranslating the net assets of overseas operations

Employee termination indemnities Gains/losses arising from the actuarial remeasurement of the employee termination indemnities

Non-controlling interest The portion of equity ownership in a subsidiary not attributable to the owners of the Company

Retained earnings Cumulative net gains and losses recognised in the consolidated statement of comprehensive income

Note 27 – Loans and borrowings

The credit facility of the Group is a revolving credit facility (RCF) which has been restructured during the year. The facility has been reduced

from€317from €317.0 million to €277.0 million and is available until October 2025, with an option to extend by 12 months. Interest payable on the loan

isbais based on SONIA rates (replacing Euro Libor and Libor rates) based on the currency of each withdrawal. Following the announcement of

the UK Financial Conduct Authority (FCA) as to the future cessation or loss of representativeness of the 35 Libor benchmark, effective from

1Jan1 January 2022, Libor rates were replaced with the SONIA daily rate (Sterling overnight index average). As at the reporting date the credit facility

drawn amounted to €Nil (2021: €167.1 million).

Under the RCF, the covenants are monitored on a regular basis by the finance department, including modelling future projected cash flows

under a number of scenarios to stress-test any risk of covenant breaches, the results of which are reported to management and the Board of

Directors. The covenants are as follows:

• Leverage: Net Debt/Adjusted EBITDA 3.5:1 (2021: 3:1)

• Interest cover: Adjusted EBITDA/Interest 4:1 (2021: 4:1)

As at 31 December 2022 and 2021 the Group met these financial covenants.

201

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Notes to the financial statements continued

Note 28 – Bonds

2018 Bond

€’m

2019 Bond

€’m

Tot al

€’m

At 1 January 2021 526.3 346.8 873.1

Release of capitalised expenses 1.3 0.6 1.9

At 31 December 2021/1 January 2022 527.6 347.4 875.0

Repayment of bonds (330.0) — (330.0)

Release of capitalised expenses 2.0 0.6 2.6

At 31 December 2022 199.6 348.0 547.6

2022

€’m

2021

€’m

Split to:

Non-current 348.0 875.0

Current 199.6 —

547.6 875.0

Bonds

(a) 2018 Bond

On 12 October 2018, the Group issued €530 million of senior secured notes (the “2018 Bond”) maturing in October 2023. During the year, the

Group partially repaid the 2018 Bond by €330 million. The net proceeds of issuing the 2018 Bond after deducting commissions and other

direct costs of issue totalled €523.4 million. Commissions and other direct costs of issue have been offset against the principal balance and are

amortised over the period of the 2018 Bond.

The issue price was 100% of its principal amount and bears interest from 12 October 2018 at the rate of 3.75% per annum payable semi-annually,

in arrears, on 12 April and 12 October commencing on 12 April 2019.

The fair value of the Bond as Level 1 at 31 December 2022 was €198.8 million (2021: €536.1 million).

(b) 2019 Bond

On 7 March 2019, the Group issued €350 million of senior secured notes (the “2019 Bond”) maturing in March 2026. The net proceeds of issuing

the 2019 Bond after deducting commissions and other direct costs of issue totalled €345.7 million. Commissions and other direct costs of issue

have been offset against the principal balance and are amortised over the period of the 2019 Bond.

The issue price is 100% of its principal amount and bears interest from 7 March 2019 at a rate of 4.25% per annum payable semi-annually,

inarreain arrears, on7Septembn 7 September and 7 March commencing on 7 September 2019.

The fair value of the Bond as Level 1 at 31 December 2022 was €331.6 million (2021: €358.3 million).

As at 31 December 2022 and 2021 the Group met the required interest cover financial covenant of 2:1 Adjusted EBITDA/interest ratio,

forthecofor the combined 2018 and 2019 Bonds.

Note 29 – Provisions for risks and charges, litigation and contingent liabilities

The Group is involved in proceedings before civil and administrative courts, and other legal or potential legal actions related to its business,

including certain matters related to previous acquisitions. Based on the information currently available, and taking into consideration the existing

provisions for risks, the Group currently considers that such proceedings and potential actions will not result in an adverse effect upon the

financial statements; however, where this is not considered to be remote, they have been disclosed as contingent liabilities.

All the matters were subject to a review and estimate by the Board of Directors based on the information available at the date of preparation of

these financial statements and, where appropriate, supported by updated legal opinions from independent professionals. These provisions are

classified based on the Directors’ assessment of the progress and probabilities of success of each case at each reporting date.

Movements of the provisions outstanding as at 31 December 2022 are shown below:

Legal and

regulatory

€’m

Contractual

€’m

Other

€’m

Total

€’m

Balance at 1 January 2022 6.9 6.7 3.1 16.7

Provisions made during the year 1.0 — 0.9 1.9

Provisions used during the year (0.1 ) (0.5) (0.4) (1.0)

Provisions reversed during the year (0.5) (2.0) (1.2) (3.7)

Balance at 31 December 2022 7.3 4.2 2.4 13.9

202

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Note 29 – Provisions for risks and charges, litigation and contingent liabilities continued

Legal and

regulatory

€’m

Contractual

€’m

Other

€’m

Total

€’m

2021

Non-current 6.9 3.5 3.1 13.5

Current — 3.2 — 3.2

6.9 6.7 3.1 16.7

2022

Non-current 7.3 0.3 2.4 10.0

Current — 3.9 — 3.9

7.3 4.2 2.4 13.9

Provision for legal and regulatory issues

The Group is subject to proceedings and potential claims regarding complex legal matters (including those related to previous acquisitions),

which are subject to a different degree of uncertainty. Provisions are held for various legal and regulatory issues that relate to matters arising in

the normal course of business, including in particular various disputes that arose in relation to the operation of the various licenses held by the

Group’s subsidiary Snaitech. The uncertainty is due to complex legislative and licensing frameworks in the various territories in which the Group

operates. The Group also operates in certain jurisdictions where legal and regulatory matters can take considerable time for the required local

processes to be completed and the matters to be resolved.

Contractual claims

The Group is subject to historic claims relating to contractual matters that arise with customers in the normal course of business. The Group

believes they have a robust defence to the claims raised and has provided for the likely settlement where an outflow of funds is probable. The

uncertainty relates to complex contractual dealings with a wide range of customers in various jurisdictions, and because as noted above, the

Group operates in certain jurisdictions where contractual disputes can take considerable time to be resolved in the local legal system.

Given the uncertainties inherent, it is difficult to predict with certainty the outlay (or the timing thereof) which will derive from these matters. It is

therefore possible that the value of the provisions may vary further to future developments. The Group monitors the status of these matters and

consults with its advisers and experts on legal and tax-related matters in arriving at the provisions recorded. The provisions included represent

the Directors’ best estimate of the potential outlay and none of the matters provided for are individually material to the financial statements.

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 and the jurisdictions within which the

Group operates, the tax, legal and regulatory regimes are continuously changing and subject to differing interpretations. As such, the Group

is exposed to a small number of uncertain tax positions and open audits/enquiries. Judgement is applied in order to adequately provide for

uncertain tax positions where it is believed that it is more likely than not that an economic outflow will arise. The Group has provided for uncertain

tax positions which meet the recognition threshold and these positions are included within tax liabilities. There is a risk that additional liabilities

could arise. Given the uncertainty and the complexity of application of international tax in the sector, it is not feasible to accurately quantify any

possible range of liability or exposure, and this has therefore not been disclosed.

Note 30 – Contingent consideration and redemption liability



2022

€’m

2021

€’m

Non-current contingent consideration and redemption liability consists of:

Non-current redemption liability

Acquisition of Statscore SP Z.O.O. — 6.0

Non-current contingent consideration

Acquisition of Aus GMTC PTY Ltd 2.1 —

Others 0.2 —

Total non-current contingent consideration and redemption liability 2.3 6.0

Current contingent consideration consists of:

Acquisition of Eyecon Limited — 3.6

Amount payable to Aquila Global Group SAS (“Wplay”) (Note 20) — 0.8

Other acquisitions 0.6 0.6

Total current contingent consideration 0.6 5.0

Total contingent consideration and redemption liability 2.9 11.0

203

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Notes to the financial statements continued

Note 30 – Contingent consideration and redemption liability continued

The maximum contingent consideration and redemption liability payable is as follows:



2022

€’m

2021

€’m

Acquisition of Eyecon Limited — 3.6

Acquisition of HPYBET Austria GmbH — 15.0

Interest in Aquila Global Group SAS (“Wplay”) — 0.9

Acquisition of Statscore SP Z.O.O. — 15.0

Acquisition of Aus GMTC PTY Ltd 46.7 —

Other acquisitions 0.8 6.8

47.5 41.3

Note 31 – Trade payables



2022

€’m

2021

€’m

Suppliers 47.0 33.5

Customer liabilities 14.2 7.8

61.2 41.3

Note 32 – Deferred tax

The movement on the deferred tax is as shown below:



2022

€’m

2021

€’m

Balance at 1 January 14.0 (82.5)

Charge to proﬁt or loss (Note 14) (26.3) 96.3

Exchange dierchange differences — 0.2

At 31 December (12.3) 14.0



2022

€’m

2021

€’m

Split as:

Deferred tax liability (124.8) (88.9)

Deferred tax asset 112.5 102.9

(12.3) 14.0

Deferred tax assets and liabilities are offset only when there is a legally enforceable right of offset, in accordance with IAS 12.

As at 31 December 2022, the Directors continued to recognise deferred tax assets arising from temporary differences and tax losses carried

forward, with the latter only to the extent that it is probable that future taxable profit will be available against which the unused tax losses can be

utilised. Please refer to Note 14 for the assessment performed on the recognition of deferred tax in the period.

Details of the deferred tax outstanding as at 31 December 2022 and 2021 are as follows:

2022

€’m

2021

€’m

Deferred tax recognised on Group restructuring 56.8 63.6

Tax losses 75.9 74.1

Other temporary and deductible dierary and deductible differences (145.0) (123.7)

Total (12.3) 14.0

Details of the deferred tax, amounts recognised in profit or loss are as follows:



2022

€’m

2021

€’m

Accelerated capital allowances (1.3) 76.8

Employee pension liabilities (0.3) 0.1

Other temporary and deductible dierary and deductible differences (26.6) (15.5)

Leases (0.1) —

Tax losses 2.0 34.9

Total (26.3) 96.3

204

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Note 33 – Other payables



2022

€’m

2021

€’m

Non-current liabilities

Payroll and related expenses 23.9 10.8

Other 1.0 2.0

24.9 12.8

Current liabilities

Payroll and related expenses 96.5 81.7

Accrued expenses 48.2 67.4

VAT payable 3.0 3.8

Interest payable 7.4 10.4

Other payables 14.0 2.9

169.1 166.2

Note 34 – Gaming and other taxes payable



2022

€’m

2021

€’m

Gaming tax 112.5 105.3

Other 0.3 0.1

112.8 105.4

Note 35 – Acquisitions during the year

On 30 August 2022, the Group acquired 100% of the share capital of Aus GMTC PTY Ltd (“Aus GMTC”) which creates content and

online games.

The Group paid a total cash consideration of €2.9 million (US$3.0 million), with an additional consideration (capped at US$50.0 million) in

cash payable in 2025 based on a pre-defined EBITDA calculation resulting from the performance of the developed games active during the

year ending 30 September 2025. The consideration is calculated based on four times the pre-defined EBITDA for that year, less the cash

consideration already paid, plus the €1.8 million loan provided to the acquired company pre-acquisition.

Details of the fair value of identifiable assets and liabilities acquired, purchase consideration and goodwill, are as follows:

Fair value of the

identiﬁable assets,

liabilities and

goodwill acquired

€’m

Net book value of liabilities acquired (0.5)

Fair value of IP Technology acquired 2.9

Total net assets acquired 2.4

Fair value of consideration 6.8

Goodwill arising on acquisition 4.4

Fair value of

consideration paid

and payable

€’m

Cash consideration 2.9

Non-current contingent consideration 3.9

Fair value of consideration 6.8

Adjustments to fair value include the following:



Amount

€’m

Amortisation

IP Technology 2.9 33.3

The main factor leading to the recognition of goodwill is the future games to be developed by the studio and the assembled work force who have

significant experience in the field of game design and development. The resulting goodwill is not deductible for tax purposes. The acquisition

represents its own CGU and in accordance with IAS 36 the Group will regularly monitor the carrying value of this.

205

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Notes to the financial statements continued

Note 35 – Acquisitions during the year continued

Management has used the replacement cost methodology in determining the fair value of the IP Technology acquired.

The future consideration is €3.9 million, discounted at 35% based on Damodaran’s Target Rates of Return – Stage in Life Cycle, and is calculated

based on the estimated future EBITDA of the studio. The €1.8 million loan provided to the company pre-acquisition has been deducted against

the future consideration in Note 30.

Management has not disclosed Aus GMTC’s contribution to the Group profit since the acquisition nor the impact the acquisition would have

hadohad on the Group’s revenue and profits if it had occurred on 1 January 2022, because the amounts are negligible.

Note 36 – Related parties

Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party’s

making of financial or operational decisions, or if both parties are controlled by the same third party. Also, a party is considered to be related if

amema member of the key management personnel has the ability to control the other party.

During the year, Group companies entered into the following transactions with related parties which are not members of the Group:



2022

€’m

2021

€’m

Revenue

Investments in associates 132.7 95.0

Interest income

Investments in associates 0.8 0.1

The revenue from investments in associates includes income from Caliplay, Galera, Wplay, Onjoc and Tenbet. The interest income relates to the

same companies except Caliplay.

The following amounts were outstanding at the reporting date:



2022

€’m

2021

€’m

Trade receivables (Note 22)

Associates 20.5 16.5

Loans and interest receivable – current (Note 23)

Associates 3.4 2.4

Loans and interest receivable – non-current (Note 21)

Associates 29.0 9.5

The loans and interest receivables above do not include the expected credit losses. For the year ended 31 December 2022, the Group

recognised a provision for expected credit losses of €0.1 million relating to amounts owed by related parties in less than one year (2021: €Nil)

and€and €1.1 million for more than one year.

The loans due from related parties are further disclosed in Note 20.

Key management personnel compensation which includes the Board members (Executive and Non-executive Directors) and senior

management personnel comprised the following:

2022

€’m

2021

€’m

Short-term employee beneﬁts 13.6 14.2

Post-employment beneﬁts 0.1 0.1

Termination beneﬁts 1.2 0.1

Share-based payments 2.2 4.3

17.1 18.7

The Group is aware that a partnership in which a member of key management personnel (who is not a Board member) has a non-controlling

interest provides certain advisory and consulting services to third-party service providers of the Group in connection with certain of the Group’s

structured and other commercial agreements. The partnership contracts with and is compensated by the third-party service providers, and the

Group has no direct arrangement with the partnership. The total paid to this partnership by the third-party service providers was €5.9 million

(2021: €3.0 million).

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Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Note 37– Subsidiaries

Details of the Group’s principal subsidiaries as at the end of the year are set out below:

Name Country of incorporation

Proportion of voting

rights and ordinary

share capital held Nature of business

Playtech Holdings Limited Isle of Man 100% Main trading company of the Group up to December 2020, owns the

intellectual property rights and licenses the software to customers.

From January 2021 onwards, the principal activity is the holding of

investment in subsidiaries

Playtech Software Limited United Kingdom 100% Main trading company from 2021 onwards, owns the intellectual

property rights and licenses the software to customers

Video B Holding Limited British Virgin Islands 100% Trading company for the Videobet software, owns the intellectual

property rights of Videobet and licenses it to customers. From

January 2021 onwards, the principal activity is the holding of

investment in subsidiaries

Playtech Services (Cyprus) Limited Cyprus 100% Activates the iPoker Network in regulated markets. Owns the

intellectual property of the GTS, Ash and Geneity businesses

VB (Video) Cyprus Limited Cyprus 100% Trading company for the Videobet product to Romanian companies

Virtue Fusion (Alderney) Limited Alderney 100% Online bingo and casino software provider

Intelligent Gaming Systems Limited United Kingdom 100% Casino management systems to land-based businesses

VF 2011 Limited Alderney 100% Holds licence in Alderney for online gaming and Bingo B2C operations

PT Turnkey Services Limited Isle of Man 100% Holding company of the Turnkey Services group

PT Entertenimiento Online EAD Bulgaria 100% Poker and Bingo network for Spain

PT Marketing Services Limited British Virgin Islands 100% Marketing services to online gaming operators

PT Operational Services Limited British Virgin Islands 100% Operational and hosting services to online gaming operators

S-Tech Limited British Virgin Islands

and branch oce in the ffice in the

Philippines

100% Previously, live game services to Asia. Currently a dormant company

PT Network Management Limited British Virgin Islands 100% Manages the iPoker Network

Videobet Interactive Sweden AB Sweden 100% Trading company for the Aristocrat Lotteries VLTs

V.B. Video (Italia) S.r.l. Italy 100% Trading company for the Aristocrat Lotteries VLTs

Quickspin AB Sweden 100% Owns video slots intellectual property

Best Gaming Technology GmbH Austria 100% Trading company for sports betting

Playtech BGT Sports Limited Cyprus 100% Owns sports betting intellectual property solutions and trading

company for sports betting

ECM Systems Ltd United Kingdom 100% Owns bingo software intellectual property and bingo hardware

Eyecon Limited Alderney 100% Develops and provides online gaming slots

Rarestone Gaming PTY Ltd Australia 100% Development company

HPYBET Austria GmbH Austria 100% Operating shops in Austria

Snaitech SPA Italy 100% Italian retail betting market and gaming machine market

OU Playtech (Estonia) Estonia 100% Designs, develops and manufactures online software

Techplay Marketing Limited Israel 100% Marketing and advertising

OU Videobet Estonia 100% Develops software for ﬁxed odds betting terminals and casino

machines (as opposed to online software)

Playtech Bulgaria Bulgaria 100% Designs, develops and manufactures online software

PTVB Management Limited Isle of Man 100% Management company

Techplay S.A. Software Limited Israel 100% Develops online software

CSMS Limited Bulgaria 100% Consulting and online technical support, data mining processing

andadvertising services to Grand advertising services to Group companies

207

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Notes to the financial statements continued

Name Country of incorporation

Proportion of voting

rights and ordinary

share capital held Nature of business

Mobenga AB Limited Sweden 100% Mobile sportsbook betting platform developer

PokerStrategy Ltd Gibraltar 100% Operates poker community business

Snai Rete Italia S.r.l. Italy 100% Italian retail betting market

PT Services UA LTD Ukraine 100% Designs, develops and manufactures software

Trinity Bet Operations Ltd Malta 100% Retail and Digital Sports Betting

Euro live Technologies SIA Latvia 100% Global broadcaster providing innovative video stream services

forusers wfor users worldwide

Gaming Technology Solutions Limited United Kingdom 100% Provision of B2B services within Bingo, Virtual Sports, Sports Betting

and Games Development

Note 38 – Financial instruments and risk management

The Group has exposure to the following risks arising from financial instruments:

• Credit risk;

• Liquidity risk; and

• Market risk.

There have been no substantive changes in the Group’s exposure to financial instrument risks, its objectives, policies and processes for

managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note.

The principal financial instruments of the Group, from which financial instrument risks arises, are as follows:

• Trade receivables;

• Loans receivable;

• Convertible loans;

• Cash and cash equivalents;

• Investments in equity securities;

• Derivative financial assets;

• Trade payables;

• Bonds;

• Loans and borrowings; and

• Contingent consideration and redemption liability .

Note 37– Subsidiaries continued

208

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Note 38 – Financial instruments and risk management continued

Financial instrument by category

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy.

Carrying amount Fair value

Note

Measurement

category

Carrying amount Fair value

2021

€’m

Level 1

€’m

Level 2

€’m

Level 3

€’m

31 December 2021

Continuing operations

Non-current ﬁnancial assets

Equity investments 20B FVTPL 8.1 1.6 — 6.5

Derivative ﬁnancial assets 20C FVTPL 622.2 — — 622.2

Trade receivables 22 Amortised cost 6.6 — — —

Convertible loans 21 FVTPL 3.7 — — 3.7

Loans receivable 21 Amortised cost 13.9 — — —

Current ﬁnancial assets

Trade receivables 22 Amortised cost 178.5 — — —

Loans receivables 21 Amortised cost 4.5 — — —

Cash and cash equivalents 24 Amortised cost 575.4 — — —

Non-current liabilities

Bonds 28 Amortised cost 875.0 — — —

Loans and borrowings 27 Amortised cost 1 67.1 — — —

Lease liability 18 Amortised cost 69.8 — — —

Contingent consideration and redemption liability 30 FVTPL 6.0 — — 6.0

Current liabilities

Trade payables 31 Amortised cost 41.3 — — —

Lease liability 18 Amortised cost 20.3 — — —

Progressive operators’ jackpots and security deposits 24 Amortised cost 110.7 — — —

Client funds 24 Amortised cost 30.4 — — —

Contingent consideration and redemption liability 30 FVTPL 5.0 — — 5.0

Interest payable 33 Amortised cost 10.4 — — —

Treated as held for sale

Current ﬁnancial assets

Cash and cash equivalents Amortised cost 366.1 — — —

Current liabilities

Trade payables Amortised cost 0.4 — — —

Lease liability Amortised cost 5.2 — — —

Client deposits Amortised cost 138.5 — — —

Client funds Amortised cost 170.3 — — —

The fair value of the contingent consideration and redemption liability is calculated by discounting the estimated cash flows. The valuation model

considers the present value of the expected future payments, discounted using a risk adjusted discount rate.

For details of the fair value hierarchy, valuation techniques and significant unobservable inputs relating to determining the fair value of derivative

financial assets, which are classified as Level 3 of the fair value hierarchy, refer to Note 20C.

The carrying amount does not materially differ from the fair value of the financial assets and liabilities.

The Board has overall responsibility for the determination of the Group’s risk management objectives and policies and, whilst retaining ultimate

responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective implementation of the

objectives and policies to the Group’s Finance function. The overall objective of the Board is to set policies that seek to reduce risk as far as

possible without unduly affecting the Group’s competitiveness and flexibility.

Further details regarding these policies are set out below:

210

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Financial Statements

Note 38 – Financial instruments and risk management continued

A. Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss.

The Group is exposed to credit risk from its operating activities (primarily trade receivables), its investing activities through loans made and from

its financing activities, including deposits with banks and financial institutions. After the impairment analysis performed at the reporting date,

theexpethe expected credit losses (ECLs) are €4.9 million (2021: €7.4 million).

Cash and cash equivalents

The Group held cash and cash equivalents (before ECL) of €426.9 million as at 31 December 2022 (2021: €576.0 million). The cash and cash

equivalents are held with bank and financial institution counterparties, which are rated from Caa- to AA+, based on Moody’s ratings.

Impairment on cash and cash equivalents has been measured on a 12-month expected credit loss basis and reflects the short maturities

of the exposures. The Group considers that its cash and cash equivalents have low credit risk based on the external credit ratings of the

counterparties. The Group uses a similar approach for assessment of ECLs for cash and cash equivalents to those used for trade receivables.

The ECL on cash balances as at 31 December 2022 is €0.4 million (2021: €0.6 million).

A reasonable movement in the inputs of the ECL calculation of cash and cash equivalents does not materially change the ECL to be recognised.

Tot al

€’m

Financial institutions

with A- and

above rating

€’m

Financial institutions

with below A- rating

and no rating

€’m

Continuing operations

At 31 December 2022 426.9 214.2 212.7

At 31 December 2021 576.0 291.7 284.3

Treated as held for sale

At 31 December 2022 — — —

At 31 December 2021 366.1 291.9 74.2

Trade receivables

The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also

considers the factors that may influence the credit risk of its customer base, including the default risk associated with the industry and country

inwhiin which customers operate.

As at 31 December 2022, the Group has trade receivables of €165.0 million (2021: €185.1 million) which is net of an allowance for ECL

of€4of €4.5m.5 million (2021: €6.8 million).

The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all

trade receivables. To measure the ECL, trade receivables have been grouped based on shared credit risk characteristics and the days past due.

The expected loss rates are calculated based on past default experience and an assessment of the future economic environment. The ECL is

calculated with reference to the ageing and risk profile of the balances.

The carrying amounts of financial assets represent the maximum credit exposure.

Set out below is the movement in the allowance for expected credit losses of trade receivables:

31 December 2022

Tota l

€’m

Not past due

€’m

1–2 months

overdue

€’m

More than

2 months

past due

€’m

Expected credit loss rate 2.7% 3.0% 1.1% 2.9%

Gross carrying amount 169.5 124.9 27.2 17.5

Expected credit loss (4.5) (3.7) (0.3) (0.5)

Trade receivables – net 165.0 121.2 26.9 17.0

31 December 2021

Tot al

€’m

Not past due

€’m

1–2 months

overdue

€’m

More than

2 months

past due

€’m

Expected credit loss rate 3.5% 4.2% 1.6% 1.9%

Gross carrying amount 191.9 139.6 32.6 19.7

Expected credit loss (6.8) (5.9) (0.5) (0.4)

Trade receivables – net 185.1 133.7 32.1 19.3

A reasonable movement in the inputs of the ECL calculation of trade receivables does not materially change the ECL to be recognised.

Impairment losses on trade receivables and contract assets are presented as net impairment losses within the impairment of financial assets.

Subsequent recoveries of amounts previously written off are credited against the same line item.

211

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Notes to the financial statements continued

Note 38 – Financial instruments and risk management continued

A. Credit risk continued

Trade receivables continued

The movement in the ECL in respect of trade receivables during the year was as follows:

2022

€’m

2021

€’m

Balance at 1 January 6.8 21.7

Charged to proﬁt or loss (2.3) (14.9)

Balance at 31 December 4.5 6.8

Loans receivable

The Group recognised an allowance for expected credit losses for all debt instruments given to third parties based on past default experience

and assessment of the future economic environment. For the year ended 31 December 2022, the Group recognised provision for expected

credit losses of €1.6 million in the profit or loss relating to loans receivable (2021: €Nil).

2022

€’m

2021

€’m

Balance at 1 January — —

Charged to proﬁt or loss 1.6 —

Balance at 31 December 1.6 —

Furthermore, €3.0 million of an existing loan to Gameco was impaired as at 31 December 2022 (refer to Note 20B). At 31 December 2021,

therewas a lothere was a loan impairment of €1.2 million relating to BGO.

B. Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by

delivering cash or another financial asset. The Group’s objective when managing liquidity is to ensure, as far as possible, that it will have sufficient

liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking

damage to the Group’s reputation.

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted and

include contractual interest payments. Balances due within one year equal their carrying balances as the impact of discounting is not significant.

Contractual cash ﬂows

2022

Carrying amount

€’m

Tota l

€’m

Within 1 year

€’m

1–5 years

€’m

More than 5 years

€’m

Bonds 547.6 604.6 221.1 383.5 —

Lease liability 85.8 110.2 34.1 43.1 33.0

Contingent consideration and redemption liability 2.9 7.9 0.2 7.7 —

Trade payables 61.2 61.2 61.2 — —

Progressive and other operators’ jackpots 114.3 114.3 114.3 — —

Client funds 39.8 39.8 39.8 — —

Interest payable 7.4 7.4 7.4 — —

Provisions for risks and charges 13.9 13.9 3.9 10.0 —

872.9 959.3 482.0 444.3 33.0

2021

Loans and borrowings 1 67.1 173.8 3.3 170.5 —

Bonds 875.0 979.7 34.8 944.9 —

Lease liability 90.1 107.1 22.3 59.7 25.1

Contingent consideration and redemption liability 11.0 11.6 5.1 6.5 —

Trade payables 41.3 41.3 41.3 — —

Progressive and other operators’ jackpots 110.7 110.7 110.7 — —

Client funds 30.4 30.4 30.4 — —

Interest payable 10.4 10.4 10.4 — —

Provisions for risks and charges 16.7 16.7 3.2 13.5 —

1,352.7 1,481.7 261.5 1,195.1 25.1

212

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Financial Statements

Note 38 – Financial instruments and risk management continued

C. Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices, will affect the Group’s

income or the value of its holding of financial instruments.

The objective of market risk management is to manage and control market risk exposures within acceptable parameters while optimising

the return.

Currency risk

Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates.

Foreign exchange risk arises because the Group has operations located in various parts of the world. However, the functional currency of those

operations is the same as the Group’s primary currency (Euro) and the Group is not substantially exposed to fluctuations in exchange rates in

respect of assets held overseas.

Foreign exchange risk also arises when the Group operations enters into foreign transactions, and when the Group holds cash balances,

incuin currencies denominated in a currency other than the functional currency.

31 December 2022

In EUR

€’m

In USD

€’m

In GBP

€’m

In other

currencies

€’m

Tota l

€’m

Continuing operations

Cash and cash equivalents 338.5 5.8 60.2 22.4 426.9

Progressive operators’ jackpots and security deposits (139.0) (0.2) (14.9) — (154.1)

Cash and cash equivalents less client funds 199.5 5.6 45.3 22.4 272.8

31 December 2021

In EUR

€’m

In USD

€’m

In GBP

€’m

In other

currencies

€’m

Tot al

€’m

Continuing operations

Cash and cash equivalents 477.4 34.9 41.5 22.2 576.0

Progressive operators’ jackpots and security deposits (126.6) (0.1 ) (14.4) — (141.1)

Cash and cash equivalents less client funds 350.8 34.8 27.1 22.2 434.9

31 December 2021

In EUR

€’m

In USD

€’m

In GBP

€’m

In other

currencies

€’m

Tot al

€’m

Treated as held for sale

Cash and cash equivalents 85.1 211.1 44.4 25.5 366.1

Client funds and client deposits (63.7) (208.6) (12.1 ) (24.4) (308.8)

Cash and cash equivalents less client funds 21.4 2.5 32.3 1.1 57.3

The Group’s policy is not to enter into any currency hedging transactions.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates.

The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s long-term debt obligations with floating

interest rates. The Group manages its interest rate risk by having a balanced portfolio of fixed and variable rate bonds and loans and borrowings.

At 31 December 2022, none of the Group’s borrowings are at a variable rate of interest (2021: 16%).

Any reasonably possible change to the interest rate would have an immaterial effect on the interest payable.

Equity price risk

The Group is exposed to market risk by way of holding some investments in other companies on a short-term basis. Variations in market value

over the life of these investments will have an immaterial impact on the balance sheet and the statement of comprehensive income.

213

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Notes to the financial statements continued

Note 39 – Reconciliation of movement of liabilities to cash flows arising from financing activities

Liabilities

Loans and

borrowings

€’m

Bonds

€’m

Interest on

loans and

borrowings

and bonds

€’m

Contingent

consideration

and redemption

liability

€’m

Lease

liabilities

€’m

Tot al

€’m

Balance at 1 January 2022 167.1 875.0 10.4 11.0 95.3 1,158.8

Changes from ﬁnancing cash ﬂows

Interest payable on bonds and loans and borrowings — — (36.7) — — (36.7)

Repayment of loans and borrowings (166.1) — — — — (166.1)

Repayment of bonds — (330.0) — — — (330.0)

Payment of contingent consideration

andredempand redemption liability — — — (5.9) — (5.9)

Principal paid on lease liability — — — — (22.5) (22.5)

Interest paid on lease liability — — — — (5.7) (5.7)

Total changes from ﬁnancing cash ﬂows (166.1) (330.0) (36.7) (5.9) (28.2) (566.9)

Other changes

Liability related

New leases — — — — 19.0 19.0

Interest on bonds, bank borrowings and

otherborrother borrowings — 2.6 33.6 — — 36.2

Interest on lease liability — — — — 5.7 5.7

Movement in deferred and contingent

consideration and redemption liability — — — (4.3) — (4.3)

Payment of contingent consideration related

toinvto investments — — — (1.0) — (1.0)

Additional contingent consideration — — — 2.9 — 2.9

Disposal of subsidiary/discontinued operations — — — — (4.7) (4.7)

Foreign exchange dierchange difference (1.0) — — 0.2 (1.3) (2.1 )

Total liability-related other changes (1.0) 2.6 33.6 (2.2) 18.7 51.7

Balance at 31 December 2022 — 547.6 7.3 2.9 85.8 643.6

Liabilities

Loans and

borrowings

€’m

Bonds

€’m

Interest on

loans and

borrowings

and bonds

€’m

Contingent

consideration

and redemption

liability

€’m

Lease

liabilities

€’m

Tot al

€’m

Balance at 1 January 2021 308.9 873.1 10.5 9.7 88.3 1,290.5

Changes from ﬁnancing cash ﬂows

Interest payable on bonds and loans and borrowings — — (39.4) — — (39.4)

Repayment of loans and borrowings (150.0) — — — — (150.0)

Payment of contingent consideration and

redemption liability — — — (0.7) — (0.7)

Principal paid on lease liability — — — — (22.7) (22.7)

Interest paid on lease liability — — — — (5.6) (5.6)

Total changes from ﬁnancing cash ﬂows (150.0) — (39.4) (0.7) (28.3) (218.4)

Other changes

Liability related

New leases — — — — 26.8 26.8

Interest on bonds, bank borrowings and

otherborrother borrowings — 1.9 39.3 — — 41.2

Interest on lease liability — — — — 5.6 5.6

Movement in deferred and contingent

consideration and redemption liability — — — 6.2 — 6.2

Payment of contingent consideration related

toinvto investments — — — (4.1) — (4.1)

Foreign exchange dierchange difference 8.2 — — (0.1) 2.9 11.0

Total liability-related other changes 8.2 1.9 39.3 2.0 35.3 86.7

Balance at 31 December 2021 167.1 875.0 10.4 11.0 95.3 1,158.8

214

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Note 40 – Events after the reporting date

Post year end, 50% of the service fee entitlement of a third-party service provider of the Group in connection with one of the Group’s structured

agreements was redeemed pursuant to the exercise of an option. A redemption payment of €41.3 million was made to the service provider in

March 2023.

Post year end, the RTO explained in Note 23 completed, resulting in the Group owning 16% of the issued and outstanding common shares of

Baden Resources Inc (now renamed to NorthStar Gaming Holdings Inc.), as well as warrants giving the Group the right to further increase its

stake potentially beyond 20% of the issued and outstanding common shares.

In March 2023 the Group announced a strategic partnership with Hard Rock Digital (HRD), the exclusive, global vehicle for interactive gaming

and sports betting for Hard Rock International and Seminole Gaming, to supply its products and services predominantly under long-term

commercial agreements. Alongside these commercial arrangements, the Group has also invested $85 million (c.€80 million) in exchange

foralow sinfor a low single digit percentage minority equity ownership stake in HRD.

215

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Company statement of changes in equity

For the year ended 31 December 2022

Additional paid

in capital

€’m

Employee

Beneﬁt Trust

€’m

Retained

earnings

€’m

Total equity

€’m

Balance at 1 January 2022 606.0 (22.6) 656.2 1,239.6

Total comprehensive loss for the year

Loss for the year — — (23.9) (23.9)

Total comprehensive loss for the year — — (23.9) (23.9)

Transactions with the owners of the Company

Contributions and distributions

Exercise of options — 5.4 (6.0) (0.6)

Employee stock option scheme (Note 11) — — 8.3 8.3

Total contributions and distributions — 5.4 2.3 7.7

Total transactions with the owners of the Company — 5.4 2.3 7.7

Balance at 31 December 2022 606.0 (17.2) 634.6 1,223.4

Balance at 1 January 2021 592.1 — (300.6) 291.5

Total comprehensive income for the year

Proﬁt for the year — — 950.1 950.1

Total comprehensive income for the year — — 950.1 950.1

Transactions with the owners of the Company

Contributions and distributions

Exercise of options — — (13.9) (13.9)

Employee stock option scheme (Note 11) — — 11.9 11.9

Transfer from treasury shares to Employee Beneﬁt Trust (Note 11) 13.9 (22.6) 8.7 —

Total contributions and distributions 13.9 (22.6) 6.7 (2.0)

Total transactions with the owners of the Company 13.9 (22.6) 6.7 (2.0)

Balance at 31 December 2021 606.0 (22.6) 656.2 1,239.6

216

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Note

2022

€’m

2021

€’m

Non-current assets

Investments in subsidiaries 7 1,208.7 1,201.4

Investment in associate 8 35.0 —

Other non-current assets 0.3 0.3

Derivative ﬁnancial asset 8 1.4 —

Deferred tax asset 23.4 10.0

Trade and other receivables 9 770.5 895.8

2,039.3 2,107.5

Current assets

Trade and other receivables 9 14.8 207.9

Cash and cash equivalents 10 2.5 37.7

17.3 245.6

TOTAL ASSETS 2,056.6 2,353.1

Equity

Additional paid in capital 606.0 606.0

Employee Beneﬁt Trust (17.2) (22.6)

Retained earnings 634.6 656.2

11 1,223.4 1,239.6

Non-current liabilities

Other payables 14 9.4 —

Bonds 13 348.0 875.0

Loans and borrowings 12 — 167.1

357.4 1,042.1

Current liabilities

Bonds 13 199.6 —

Trade and other payables 14 276.2 71.4

475.8 71.4

TOTAL EQUITY AND LIABILITIES 2,056.6 2,353.1

The financial information was approved by the Board and authorised for issue on 23 March 2023.

Mor Weizer Chris McGinnis

Chief Executive Officer Chief Financial Officer

Company balance sheet

As at 31 December 2022

217

Playtech plc Annual Report and Financial Statements 2022

Financial Statements

Notes to the Company financial statements

Note 1 – General

The principal activity of Playtech plc (the “Company”) is the holding of investments and the provision of financial support to Groupcompanies.

Note 2 – Basis of preparation

The financial statements have been prepared in accordance with FRS 101 “Reduced Disclosure Framework” (March 2018) and updated for

amendments issued subsequently. Because of the disclosure reductions, financial statements prepared under FRS 101 do not comply with all

of the requirements of adopted IFRSs. In common with UK incorporated entities preparing parent company financial statements in accordance

with FRS 101 the Company has not presented a statement of profit or loss and other comprehensive income.

The Company, being a qualifying entity (FRS 101:8(g)), has been granted an exemption from preparing the following:

• a statement of cash flows as per the requirements of IAS 1 Presentation of Financial Statements;

• disclosure of compensation for key management personnel and amounts incurred by the Company for the provision of key management

personnel services provided;

• disclosure requirements of IFRS 7 other than for those instruments where these disclosures are still required to comply with the law; and

• disclosure requirements of IFRS 13 other than for those instruments where these disclosures are still required to comply with the law.

Details of the Company’s accounting policies are included in Note 5.

Going concern basis

Detailed reference to the exact procedures applied by the Directors in ensuring that the Company will have adequate financial resources to

continue in operational existence over the relevant going concern period are described in Note 2 of the Group consolidated financial statements.

Based on this Note it is therefore considered appropriate to adopt the going concern basis in the preparation of the Company’s financial statements.

Note 3 – Functional and presentation currency

The financial statements are presented in Euro, which is the Company’s functional and presentation currency. All amounts have been rounded

tothe nearest thousand, unless otherwise indicated.

Note 4 – New standards, interpretations and amendments adopted by the Group

New standards, interpretations and amendments adopted from 1 January 2022

The Company applied for the first time certain standards and amendments, which are effective for annual periods beginning on or after

1January 2022, but do not have a material impact on the financial statements of the Company.

New standards, interpretations and amendments not yet effective

There a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future

accounting periods that the Company has decided not to adopt early.

The amendments are applied retrospectively for annual periods on or after 1 January 2023:

• Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 Disclosure of Accounting Policies.

The amendments change the requirements in IAS 1 with regard to disclosure of accounting policies. The amendments replace all instances

of the term “significant accounting policies” with “material accounting policy information”. Accounting policy information is material if, when

considered together with other information included in an entity’s financial statements, it can reasonably be expected to influence decisions

thatthe primary users of general purpose financial statements make on the basis of those financial statements.