ANNUAL

REPORT AND

ACCOUNTS

2023

Our vision

Our vision is to make life more

interesting.

Our mission

Our mission is to delight players

with world-class betting and

gaming experiences.

 Read more about us on our website corporate.888.com

888 Holdings is one of the

world’s leading betting and

gaming companies and the

parent company for a range of

internationally renowned brands

including William Hill, 888, and

Mr Green.

WELCOME TO OUR ANNUAL REPORT

A range of leading brands

888 HOLDINGS PLC

STRATEGIC REPORT

GOVERNANCE FINANCIAL STATEMENTS SUPPLEM ENTARY IN FORMATION

CONTENTS

STRATEGIC REPORT

At a Glance 02

Chair’s Statement 04

Chief Executive Officer's

Review 06

Investment Case 09

ESG and Sustainability 10

Stakeholder Engagement 22

Chief Financial Officer's

Report 24

Risk Management 30

Viability Statement 42

GOVERNANCE

Board of Directors 44

Corporate Governance Report 46

Nominations Committee 52

ESG Committee 54

Audit & Risk Committee 56

Remuneration Committee 62

Directors’ Remuneration

Report 66

Directors’ Report 83

FINANCIAL STATEMENTS

Independent Auditor’s Report 90

Consolidated Income

Statement 100

Consolidated Statement

of Comprehensive Income 101

Consolidated Statement

of Financial Position 102

Consolidated Statement

of Changes in Equity 103

Consolidated Statement

of Cash Flows 104

Notes to the Consolidated

Financial Statements 105

Appendix 1 - Alternative

Performance Measures 155

Company Balance Sheet 157

Company Statement of

Changes in Equity 158

Company Statement of Cash

Flows 159

Notes to the Company

Financial Statements 160

SUPPLEMENTARY INFORMATION

Task Force on Climate-Related

Financial Disclosure (TCFD)

Report 163

ESG supplementary data 176

Shareholder Information 178

Company Information 178

REVENUE (£M)

£1,711m

2023 £1,711m

2022 Actual £1,239m

2022 Pro forma* £1,850m

ADJUSTED EPS

10.7p

2023 10.7p

2022 Actual 15.1p

ADJUSTED EBITDA (£M)

£308m

2023 £308m

2022 Actual £218m

2022 Pro forma* £311m

LEVERAGE

5.6x

2023 5.6x

2022 Pro forma* 5.6x

Adjusted EBITDA is defined as EBITDA

excluding share based payment charges,

foreign exchange losses and exceptional

items and other defined adjustments. Further

detail on exceptional items and adjusted

measures is provided in note 3 to the

financial statements.

Pro forma metrics, which are unaudited,

reflect the results as if 888 had owned

William Hill for the whole of 2022 and

excludes the results of the 888 Bingo

business that was sold in 2022.

Average monthly players (AMPs) represents

the total number of players who have

placed and/or wagered a stake and/

or contributed to rake or tournament fees

during the month. The figure reflects the

average of the monthly figures for the

relevant reporting period.

FINANCIAL HIGHLIGHTS 2023

We track the following key financial and

non-financial performance indicators ('KPIs').

These KPIs allow us to assess our progress

against the Group’s strategy and help inform

decision making.

These KPIs are also some of the

most commonly used KPIs for external

stakeholders, particularly our

shareholders, when assessing the

performance of the Group.

ANNUAL REPORT & ACCOUNTS 2023

AT A GLANCE

A global leader with world-class brands

Our locally licensed operations and offices

Incorporated in Gibraltar, and

headquartered and listed in London, the

Group operates across numerous locally

regulated markets and has offices around

the world.

REVENUE BY PRODUCT 2023

REVENUE BY MARKET 2023

ONLINE BETTING

20%

ONLINE GAMING

49%

RETAIL

31%

UK (INCL. RETAIL)

68%

ITALY

SPAIN

DENMARK

OTHER MARKETS

15%

LOCALLY LICENSED MARKET

1. UK 2. Gibraltar 3. Ireland

4. Jersey 5. Germany 6. Romania

7. Spain 8. Italy 9. Denmark

10. Malta 11. Sweden 12. Portugal

13. Canada (Ontario)

US: 14. Nevada 15. Delaware

16. New Jersey 17. Colorado 18. Pennsylvania

19. Virginia 20. Michigan

OFFICES

1. Ceuta 2. Gibraltar 3. Ireland

4. Israel 5. Malta 6. Philippines

7. Poland 8. Romania 9. UK

10. US 11. Bulgaria

No individual optimise market is >2% of

revenue

888 HOLDINGS PLC

STRATEGIC REPORT

GOVERNANCE FINANCIAL STATEMENTS SUPPLEM ENTARY IN FORMATION

OUR OPERATING DIVISIONS

UK&I

ONLINE

Our sports betting and gaming brands

are some of the most popular in the UK&I

market. William Hill and 888casino are

our flagship brands, offering market-

leading products to millions of customers

every month.

REVENUE

£658m

AVERAGE MONTHLY ACTIVES

1.2m

RETAIL

Our William Hill retail estate has been a

permanent fixture on the UK high street

since 1966. We now have a portfolio of 1,343

shops offering exciting betting and gaming

products to millions of customers all across

the UK, complementing our online offering.

REVENUE

£535m

# OF LBOS AT DEC-23

1,343

INTERNATIONAL

ONLINE

Our International division serves customers

worldwide using our range of world-class

brands, with a primary focus on our other

core markets of Italy, Spain and Denmark.

REVENUE

£517m

AVERAGE MONTHLY ACTIVES

0.5m

ANNUAL REPORT & ACCOUNTS 2023

CHAIR’S STATEMENT

From challenge to opportunity:

embracing the future

INTRODUCTION

2023 was a critical year for the Group,

navigating significant regulatory change

and laying the foundations for significant

value creation. Through the year the Board

has overseen a fundamental shift in the way

we operate, and we entered 2024 with a

strengthened executive team to deliver long-

term sustainable growth.

The 2023 financial performance was

impacted by some significant regulatory

and compliance headwinds. Additionally,

the Group experienced the industry-wide

continued challenging trading conditions

resulting from changing regulatory and

competitive dynamics, along with a wider

backdrop of macroeconomic uncertainty

for many consumers with continued high

inflation and interest rates.

Having spent much of 2023 as Executive

Chair of the Group, I had the benefit

of witnessing firsthand the significant

opportunity that exists within the Group.

Following the appointment of several first-

class executives – and following my return

to the Non-Executive Chair role – I have

never been more convinced that we are well

positioned to unlock our full potential.

BOARD PRIORITIES

During 2023 I laid out three areas the Board

was focused on to ensure the long-term

success of the business. These were: our

team, ESG, and execution. I am pleased to

say we made strong progress against all

these critical areas during the year.

Team

In January 2023 we announced the

departures of both our former CEO and

CFO, with the CEO leaving with immediate

effect and the CFO leaving in October.

On behalf of the Board, I would like to

thank them both for their hard work and

dedication to the Group.

Following the departure of the CEO the

Board promptly conducted an extensive

and comprehensive search for a

successor. We were delighted to appoint

Per Widerström as the Group’s new CEO,

effective from 16 October 2023.

Per was the Board’s clear standout

choice amongst a number of high-calibre

candidates who we interviewed for the

role. He is an exceptionally dynamic leader

with significant and highly relevant industry

experience, and he has a clear vision for

the strategic direction and value creation

roadmap for the Group, more details of

which can be found in his Chief Executive

Officer's Review on pages 6 to 8.

As announced in September 2023, we also

welcomed Sean Wilkins as our new CFO on

1 February 2024. We were grateful to Yariv

Dafna, who remained in place as CFO for

an extended period to support a smooth

handover period, and to Vaughan Lewis,

our Chief Strategy Officer, who supported

as Interim CFO until Sean’s arrival.

The Board is delighted with the impact

Per has already made on the business,

including strengthening our broader Group

Executive team, and we look forward to

working closely together with Per and Sean

over the coming years.

ESG

We made significant strides in our ESG

efforts during the year, particularly in the

areas of sustainability and safer gambling.

In January 2023 we self-identified and

self-reported issues related to the certain

shortcomings in our compliance processes

related to VIP accounts in the Middle East.

Having identified the issue, the Board took

decisive action to suspend all relevant

accounts while the compliance team

investigated further, and only reactivated

accounts after ensuring compliance.

Following this, we engaged proactively with

the Gibraltar Gaming Commission in relation

to this issue and reached a regulatory

settlement during the year, with the Gibraltar

regulator being complimentary about the

proactive, swift, and robust remedial actions

we took, as well as the enhanced policies

and procedures that are now in place.

While these enhancements have had a

financial impact on our business, they have

significantly improved the sustainability and

quality of our earnings.

During the year, the Group reached a

regulatory settlement with the Great Britain

Gambling Commission (GBGC) relating

to social responsibility and anti-money

laundering failings at William Hill which

occurred in 2020 and 2021. Whilst the

failings occurred under previous ownership

and management, we took the findings

incredibly seriously, working collaboratively

with the GBGC on several initiatives which will

have a long-term, positive impact.

Lord Mendelsohn

Chair

STRATEGIC REPORT

GOVERNANCE FINANCIAL STATEMENTS SUPPLEM ENTARY IN FORMATION

888 HOLDINGS PLC

IN A YEAR OF SIGNIFICANT

CHANGE, OUR PEOPLE

HAVE DEMONSTRATED

THEIR RESILIENCE AND

COMMITMENT, AND WITH

A NEW GROUP EXECUTIVE

TEAM IN PLACE WE LOOK

FORWARD TO UNLOCKING

THE GROUP’S FULL

POTENTIAL AND DRIVING

SUSTAINABLE PROFITABLE

GROWTH.

During 2023 we conducted a full

independent audit, and the Board was

pleased with the findings.

As a Board, we are focused on building a

high quality, sustainable business. Whilst

we must acknowledge that both businesses

have historically fallen short of best practice

in this area, we have taken clear and

decisive action to ensure these failings will

not be repeated.

Our new governance structure is working

well and driving higher standards across the

organisation, meaning our business is in a

much stronger position moving forward.

As we enter 2024, we are focused on

ensuring we continue our efforts to improve

the sustainability and quality of the earnings

of our Group. Our ESG programme, including

the critical safer gambling component, is

fundamental to the long-term success of

the business. Further information relating to

our ESG commitments across our People,

Players and Planet pillars can be found on

pages 10 to 21 of the Annual Report 2023.

Execution

During 2023 we accelerated and increased

our synergy delivery, significantly improved

our compliance function, and refined our

marketing and customer approach to unlock

more sustainable future growth.

The Group’s top-line performance was

impacted by internal and external factors,

including our proactive shift away from

dotcom markets as well as the continued

implementation of enhanced safer gambling

policies and processes, particularly in the

UK. Further information on the financial and

operational performance for 2023 is set out

on pages 24 to 29.

As a result of these initiatives, combined

with our synergy acceleration, and improved

compliance and marketing approaches,

from a strategic and operational perspective

we finished the year in a far stronger position

than we entered it. We have all the key

ingredients for success, and while we have

laid good foundations and begun to see

the benefits of the combined business, the

financial performance of the Group must

improve.

In Per and Sean, I am very confident that

the Board has identified an outstanding

leadership team with the right capabilities to

lead the Group over the coming years as we

unlock our full potential.

Board changes

Itai Pazner (former CEO) stepped down from

the Board on 31 January 2023 and Yariv

Dafna (former CFO) stepped down from the

Board on 2 October 2023. We welcomed Per

Widerström as the Group’s new CEO from

16 October 2023 and Sean Wilkins as the

Group’s new CFO from 1 February 2024.

During the year we also saw Andria Vidler

step down from the Board in September

2023 following her appointment to UK CEO

of Allwyn Entertainment. On behalf of the

Board I would like to thank Andria again for

her contribution to the Board and in her role

as Chair of the ESG Committee prior to her

departure and we wish her well for the future.

As part of my return to the Non-Executive

Chair role and reflecting the composition of

the Board and business priorities, we made

a number of committee role changes during

the year, with the current committees and

memberships outlined on pages 44 and 45.

The Board will continue to review Board

composition, size, skills, and diversity targets

during 2024.

Looking ahead

2023 held several challenges for the Group,

but we finished the year in a stronger

position, with the business set for sustainable

growth and significant value creation. Our

enhanced executive team has outlined a

clear plan for significant value creation, and

I have never been more confident about the

potential for the Group.

LORD MENDELSOHN

Chair

26 March 2024

ANNUAL REPORT & ACCOUNTS 2023

CHIEF EXECUTIVE OFFICER’S REVIEW

Value Creation Plan to deliver

sustainable profitable growth

INTRODUCTION

I am pleased to take this opportunity in my

first Annual Report as CEO of the Group

to write to our stakeholders and outline

our vision for the future, including our new

strategic framework and exciting value

creation plan.

The world of betting and gaming has

changed significantly over the past decade.

There has been a continued push towards

local regulation and ever-increasing barriers

to entry through significant compliance

requirements. This is coupled with rapid

technological advancements fundamentally

changing the way customers interact with

our products and brands.

What that means today is that for those

businesses seeking to follow the locally

regulated path, scale is critical. It is why

industry consolidation continues at pace

and was a key strategic benefit of 888

acquiring William Hill in 2022. Outsized

returns also accrue to those operators that

take leading positions within target markets.

To build leading positions, operators need

first-class brands, leading products, and

excellent people. Our business has these

key ingredients for success, but it has yet

to unlock its full potential, in part because

of the significant impact of regulatory and

compliance changes we have made in the

past two years.

RENEWED FOCUS AND A NEW IDENTITY

The regulatory and compliance changes

we have made in recent years in some of

our key regulated markets as well as in our

dotcom markets have changed the mix

of our business. As a result of this, coupled

with the integration activities undertaken

to date, the combined business today is

fundamentally different to the previous

individual businesses that made up the

combination.

The consumer brands remain as strong

as ever, but to reflect the fact that this

is a new company on a new journey, we

are proposing to change the name of the

Group to evoke plc. This will be subject to

shareholder approval at our upcoming

2024 AGM.

We look forward to sharing more about our

new corporate brand in due course, but we

believe that creating an identity that better

reflects the combined Group, our mission

and values, alongside the clear strategic

framework and value creation plan we are

announcing today, will better support the

business in reaching its significant potential.

MOVING FORWARD, CREATING VALUE

THROUGH CLARITY OF WHAT SUCCESS

LOOKS LIKE

In order for the business to achieve its full

potential, as well as having a clear Group-

wide vision and mission to explain why we

are here, it is critical that everyone in the

Company has absolute clarity on what

success looks like, including what we plan to

do, how we will execute our plans, and where

we intend to focus in order to maximise our

returns.

That’s why since joining the business on 16

October 2023 I have made rapid progress

in formulating our strategic framework,

translating this into a value creation plan,

and ensuring that everyone in the business

is fully aligned behind it through our One

Company programme.

CREATING VALUE

Starting with what we will do; we will deliver

high return on equity underpinned by the

following key principles:

1. Driving profitable and sustainable

revenue growth. We will deliver profitable

and sustainable revenue growth by

both increasing our player base and

by growing share of wallet with our

customers. We will utilise our improved

customer lifecycle management

capabilities to ensure strong sustainable

revenues, always underpinned by a

clear customer value proposition and

our uncompromising safer gambling

principles.

2. Improving profitability and efficiency

through operating leverage. We will

improve profitability by investing

into capability build up, in particular

through insights, AI, and intelligent

automation. Along with our ‘Glocal’

operating model and supported by our

proprietary technology, this will increase

our efficiency and deliver greater

productivity at lower cost, ensuring that

the operating leverage in our business

model delivers profitable growth.

3. Being highly disciplined with our use

of capital. Our financial leverage is

relatively high in the context of our

sector, but I firmly believe this will be a

significant positive driver of our return

on equity and will magnify the returns

that we will generate in the coming

years. Our business is highly cash

generative and we will use this cash

wisely to ensure we deliver profitable

growth and deleveraging, thereby

multiplying our return on equity.

Per Widerström

Chief Executive Officer

STRATEGIC REPORT

GOVERNANCE FINANCIAL STATEMENTS SUPPLEM ENTARY IN FORMATION

888 HOLDINGS PLC

2023 REVIEW

Product and technology:

• Successfully integrated William Hill’s Global Trading Platform

into 888’s proprietary sportsbook for certain sports, driving

additional revenue from the expansion of betting markets on

888 and reducing cost from more efficient use of suppliers.

• Launched Mr Green in Germany on the 888 platform and

commenced the migration of Mr Green in Sweden from its

legacy platform onto the 888 platform.

• Enhanced the AI-powered chatbot, rolling it out onto 888

brands, as well delivering several important safer gambling

updates, including adding the control centre product to

additional markets.

• Rolled out Section8 in-house games onto the William Hill

brand across all markets.

• Went live on William Hill Vegas with the 888 in-house AI

powered game recommendation engines.

• Installed over 3,000 new proprietary Self Service Betting

Terminals across our retail estate, with over 2,000

replacements and nearly 1,000 new machines to increase our

density per shop.

WE ARE AT THE BEGINNING

OF AN IMPORTANT AND

EXCITING VALUE CREATION

JOURNEY. WE WILL

UNLOCK THE SIGNIFICANT

POTENTIAL OF THE

BUSINESS THROUGH

THE IMPLEMENTATION

OF A CLEAR STRATEGIC

FRAMEWORK AND BY

ACHIEVING OPERATIONAL

EXCELLENCE AND

PREPARING FOR STEP-

CHANGE VALUE CREATION,

EXECUTED BY A

FIRST-CLASS NEW

MANAGEMENT TEAM.

The above key drivers of return on equity

underpin our bold medium-term targets,

which further define what success looks like

for the Company:

• Revenue growth of 5-9% per year

• Adjusted EBITDA margin expansion of

100 basis points per year

• Leverage of below 3.5x by the end of

2026

EXECUTING OUR PLAN

Our success in achieving these goals will

be underpinned by our ability to drive

successful operational execution, which will

be my key priority over the coming years.

This is the how of our strategic framework.

Our focus will be on strengthening the

Group’s core capabilities and competitive

advantages to create a scalable platform

for profitable growth while being laser

focused on our customer value proposition.

This will comprise three key components:

• First-class and consistent customer

value propositions: Ensuring our distinct

brands and products are tuned in to our

customer needs, offering personalised

value with sustainability embedded into

every offering.

• Operational excellence driven by data

insights and intelligent automation:

This allows us to build scalability

to drive operating leverage, ensure

consistent execution, deliver high quality

outcomes for customers, and unlock new

opportunities for efficiency.

• A winning culture: We are committed to

fostering a culture that empowers our

colleagues to unleash their full potential

and contribute to our collective success.

In order to turn this into tangible actions,

drive execution and value creation, we

have created six strategic initiatives, which

provide the roadmap for delivering our value

creation plan:

1. Customer lifecycle management:

Building personalised and long-term

customer relationships which are

critical to sustainable growth, driven by

intelligent automation.

2. Customer value propositions:

Continuously differentiating our brands

from the competition and being relevant

to specific customer needs.

3. Operations 2.0: Leveraging AI and

automation to drive efficiency,

effectiveness, and scalability.

4. Product and Technology foundation:

Unifying our proprietary technology

platform while delivering outstanding

products that are aligned with our

brands and customer needs.

5. Winning organisation: One Company

with a 'Glocal' operating model that

has a shared culture that empowers

everyone in the business and helps us

to attract and retain the best talent to

power our value creation journey.

6. ESG: Integrating environmental, social,

and governance principles into our core

operations to ensure sustainable long-

term value creation.

ANNUAL REPORT & ACCOUNTS 2023

CHIEF EXECUTIVE OFFICER’S REVIEW CONTINUED

REFINED MARKET FOCUS

Given outsized returns go hand in hand

with market leadership positions, it is more

important than ever in today’s regulatory

and competitive environment that we are

laser-focused on where we invest in order to

generate superior returns on investment.

Having reviewed our market focus approach,

we have redefined our market archetypes to

fall under two key categories: Core Markets

and Optimise Markets. This simplified

approach enables increased focus and

investment in our core markets, while

maximising cash flow from all markets.

We will remain laser-focused on our four

Core Markets — the UK, Italy, Spain, and

Denmark — which already generate

approximately 85% of our total revenue and

nearly 80% of our online revenue, and where

we have established strong positions. These

are markets that boast attractive long-term

growth potential, high barriers to entry,

and established regulatory frameworks. In

these markets we will continue to leverage

our local expertise and diverse brand

portfolio to increase market share and drive

sustainable profitable growth.

In all other markets, our Optimise category,

we will prioritise cash flow generation and

value maximisation through leveraging

our enhanced capabilities and scale. We

will identify future potential core markets

where we can target podium positions

with our improved organic capabilities or

through alternative strategic routes in the

coming years. At the same time, we will exit

unprofitable markets or monetise assets

through alternative operating models, such

as local partnerships.

NEW GROUP EXECUTIVE TEAM AND

OPERATING MODEL THAT IS FIT FOR

PURPOSE AND FUTURE PROOF

One of the key ingredients to success and

to drive value creation is having the right

people. We have some fantastic people in

the business, and an important part of my

job is to empower them to add real value

as we deliver our strategic priorities. A

critical part of this is ensuring we have the

most effective management structure and

operating model. Often this means fewer

layers, optimisation of spans-of-control,

and establishment of centres of excellence

to provide world-class service. Clarity of

accountability is also paramount.

Over recent months we have implemented

several changes to our organisational

structure to ensure it is fully aligned to

deliver our new strategic framework and

value creation plan. This has included the

transformation of our operating model into

a 'Glocal' structure with a revised Group

Executive team, with each member having

clearly defined areas of accountability

across the business. We have significantly

strengthened our Group Executive team with

seven new external hires to fill critical roles

across product and technology, operations,

commercial, finance, legal and growth.

We have assembled a truly top-quality

Group Executive team that will be laser

focused on delivering upon our strategic

framework and value creation plan and I am

absolutely confident we will unlock our full

potential.

2023 REVIEW CONTINUED

Business developments:

• Realised the full run-rate £150m of cash synergies by the end

of the year.

• Completed the sale of the Latvia business in Jun 23 for

consideration of up to £22m.

• Completed the sale and leaseback of the majority of the

remaining freehold retail units, receiving approximately £20m

in proceeds.

• Proactive mix shift away from dotcom markets driven by

significantly enhanced risk and compliance framework, with

c.95% of revenue coming from locally regulated or taxed

markets.

• Positioned the Group for the future regulatory change in the

UK with proactive safety actions including reducing thresholds

and limits. The shift in customer mix to lower spending

customers impacted market share during the year but has set

a strong platform for growth.

• Consistent growth in average monthly actives, with FY23 being

up +7% to 1.7m.

• Expanded retail presence in horse racing to 53 of 59 UK

racecourses

• Achieved best ever rate of contacts per active, with a unified

customer service team achieving consistently high satisfaction

scores and handling times, while automating an increasing

number of processes including chatbot to handle end-to-

end queries.

MY COMMITMENT TO OUR VALUE

CREATION JOURNEY

We are at the beginning of an exciting

new journey. We will build on our strong

foundations through a clear strategy and

focused plan that will deliver sustainable

profitable growth and unlock significant

value creation. I look forward to updating

shareholders and our wider stakeholders on

progress against our plans over the coming

months and years.

PER WIDERSTRÖM

Chief Executive Officer

26 March 2024

STRATEGIC REPORT

GOVERNANCE FINANCIAL STATEMENTS SUPPLEM ENTARY IN FORMATION

888 HOLDINGS PLC

INVESTMENT CASE

Value Creation Plan to deliver high return on

equity from sustainable profitable growth

5-9%

REVENUE GROWTH PER YEAR

100bps

ADJUSTED EBITDA MARGIN

EXPANSION PER YEAR

Below 3.5x

LEVERAGE BY THE END OF 2026

CUSTOMER

LIFECYCLE

MANAGEMENT

II.

CUSTOMER

VALUE

PROPOSITIONS

III.

OPERATIONS

2.0 (AI &

AUTOMATION)

IV.

PRODUCT AND

TECHNOLOGY

FOUNDATION

WINNING

ORGANISATION

VI.

ESG

1. Core markets

UK; ITALY; SPAIN; DENMARK

2. Optimise markets

ALL OTHER MARKETS

WHERE WE WILL DO IT

DRIVING LONG-TERM VALUE CREATION WITH CLEAR MEDIUM-TERM FINANCIAL TARGETS:

DRIVE PROFITABLE AND SUSTAINABLE

REVENUE GROWTH

IMPROVE PROFITABILITY AND

EFFICIENCY THROUGH OPERATING

LEVERAGE

DELEVERAGE THROUGH DISCIPLINED

CAPITAL ALLOCATION

WHAT WE WILL DO

FIRST-CLASS AND CONSISTENT

CUSTOMER VALUE PROPOSITIONS

OPERATIONAL EXCELLENCE DRIVEN

BY DATA INSIGHTS AND INTELLIGENT

AUTOMATION

A WINNING CULTURE UNLEASHING

OUR COLLEAGUES’ FULL POTENTIAL

HOW WE WILL DRIVE EXECUTION

ANNUAL REPORT & ACCOUNTS 2023

ESG AND SUSTAINABILITY

Overview

ESG has remained

fundamental to our business

strategy as we have worked

to integrate the 888 and

William Hill businesses. We

have a strong desire to be a

socially responsible business;

we want to protect our

customers from gambling-

related harms, ensure we are

a brilliant and diverse place

to work, and reduce our

impact on the planet.

INTRODUCTION

ESG has remained fundamental to our

business strategy as we have worked to

integrate the 888 and William Hill businesses.

2023 was a year of significant change

for the Group, but all of the changes we

make are underpinned by our desire to run

our business the right way, caring for our

players, our colleagues, the communities we

are part of, and the planet we live on.

2023 was a year in which we continued to

embed our ESG framework, ‘Players, People

and Planet’, across the enlarged business,

with several advances delivered across all

key workstreams, with progress discussed for

each area on the following pages.

More widely, we also improved the

governance surrounding our ESG strategy.

As well as Board-level oversight from the ESG

Committee (see page 54), our ESG Forum

meets monthly, with several representatives

from the executive team, alongside

senior business leaders from across the

organisation, acting as the steering group

for our ESG strategy. Key decisions were fed

into the Executive Risk and Sustainability

Committee, for further oversight by the

executive team.

This report details just some of the many

initiatives that happened during the year,

as we continue to make progress across all

these critical areas. We also had to face

some challenging issues head-on, including

two large regulatory settlements.

Early in the year the Group reached a

regulatory settlement with the Great Britain

Gambling Commission (GBGC) relating

to social responsibility and anti-money

laundering failings at William Hill which

occurred in 2020 and 2021. Whilst the

failings occurred under previous ownership

and management, we took the findings

incredibly seriously, working collaboratively

with the GBGC on several initiatives which will

have a long-term, positive impact.

Secondly in August we reached a settlement

with the Gibraltar regulator in respect of

certain shortcomings in our compliance

processes related to VIP accounts in

the Middle East. This followed our self-

identification and self-reporting of these

issues, highlighting the effectiveness of

our significantly enhanced compliance

processes. Having self-reported the issues,

we engaged proactively with the Gibraltar

Gaming Commission in relation to this

issue, with the Gibraltar regulator being

complimentary about the proactive, swift,

and robust remedial actions we took, as well

as the enhanced policies and procedures

that are now in place.

STRATEGIC REPORT

GOVERNANCE FINANCIAL STATEMENTS SUPPLEM ENTARY IN FORMATION

888 HOLDINGS PLC

Significant changes and improvements

have been made in all related areas during

2023 and in preceding years, and we

believe our internal control environment

has never been stronger. We take our

regulatory responsibilities incredibly seriously

and compliance with them is a minimum

standard — in many areas we aim to go

beyond these minimum standards to ensure

the sustainability of our business.

Meanwhile, in the UK the long-awaited

government White Paper, ‘High Stakes:

gambling reform for the digital age’,

was published in April 2023. We remain

supportive of reform to gambling regulation

in the UK to ensure safer and more

sustainable play by our customers, including

through the creation of an ombudsman and

the introduction of a mandatory levy.

In light of, and in many cases prior to the

publication of the White Paper, we made

several changes over recent years to

proactively evolve our products in advance

of any potential regulatory change. This

has included the lowering of spending

limits on our slot games to £5-£10 and

the introduction of Financial Vulnerability

Checks. These involve us checking to see

if customers are exhibiting any specific

negative financial markers of harm.

The conflated issues of affordability and

financial risk continue to be a key point

of discussion in the UK. We support the

identification of customers who are in

serious financial distress, but believe this

to be a very different thing to checking

how much each customer can afford to

spend, an important nuance and something

that is sometimes lost in an often heated

public debate. More broadly we believe

that changes should be implemented in

a measured way that does not interfere

with the enjoyment of the majority of our

customers who do play safely.

ANNUAL REPORT & ACCOUNTS 2023

ESG AND SUSTAINABILITY CONTINUED

Players

Safer gambling is imperative

to the future success of our

business, and therefore the

Players pillar of our ESG

strategy is a key focus.

We recognise that for the

vast majority of customers

our products are fun and

exciting, but for a small and

important number gambling-

related harm is a real issue,

and we need to protect

those customers to the best

of our abilities.

STRATEGIC REPORT

GOVERNANCE FINANCIAL STATEMENTS SUPPLEM ENTARY IN FORMATION

888 HOLDINGS PLC

This is not an area we have always got right

in the past and we are constantly working

to improve, redoubling our efforts to ensure

ongoing compliance with our regulatory

requirements while also stepping up our

wider investment in safer gambling.

KEY ACHIEVEMENTS IN 2023

We continued to evolve our products,

processes, and training to ensure we offer

strong levels of protection to our customers

wherever in the world they play.

Across our products, the use of deposit limits

continues to rise. We want to encourage

positive play in our customers and we

believe deposit limits are a key tool to help.

We will continue to educate customers about

the use of deposit limits.

We continued to expand our safer gambling

interactions with customers online across

all our brands. We sent over 1.3 million

messages to players based on individual

customer behaviours. In 2024, we will

continue to evolve our interaction strategy

to offer interactions bespoke to individual

customer behaviours.

On our 888 platform, over 70% of customers

now have access to our proprietary Control

Centre product as we roll the product out

across different jurisdictions. Control Centre

contains our enhanced safer gambling

toolset including a proprietary profit and

loss tool.

In our UK retail shops, further enhancements

across our safer gambling framework were

introduced. Over 127,000 interactions took

place with customers in the year, including

discussions of affordability of spend. We

also trialled a partnership with the digital

therapy provider, Anonymind, to provide

a strong referral pathway to treatment for

retail customers who may be experiencing

gambling harms.

More broadly, in the UK we gave over £10m

to charities voluntarily, as part of the final

year of our four-year commitment to fund

Research, Education and Treatment of

gambling harms. More details on these

programmes and how they help customers

are set out below.

Finally, to ensure up-to-date and thorough

oversight of our safer gambling strategy,

our Board received training from Regulus

Partners during the year, which was

designed to better educate around

gambling–related harms.

FOCUS ON...

Safer Gambling Week

We supported Safer Gambling Week again

in 2023, an annual initiative that saw us

partner with our main trade bodies, the

Betting and Gaming Council (UK) and the

European Gaming and Betting Association,

and join forces to promote a safer gambling

education campaign across the industry. We

went above and beyond and delivered safer

gambling messaging to all our customers

globally.

Across all our shops in the UK, we hosted

a full takeover of Safer Gambling Week

messaging. Posters were displayed in our

shop windows, as well as daily messaging

on our SSBTs and gaming machines.

Throughout the Group, we delivered safer

gambling messaging to our customers, as

well as promoting awareness of the event

across our social media accounts. The event

also featured in all our communications

channels, including through a daily all

company newsletter featuring articles,

interviews with key colleagues driving our

safer gambling approach, and videos of

work being done ‘on the ground’ through our

RET (Research, Education and Treatment)

partnerships.

We also organised a series of internal events,

which were broadcast to all our colleagues

in collaboration with our RET partner, EPIC

Global Solutions. Delivery leads from EPIC

gave workshops to colleagues, highlighting

the impact of their own personal experience

with gambling–related harm. Our CEO, Per

Widerström, also hosted a live webinar along

with our Chief Customer and Risk Officer

Harinder Gill and EPIC delivery lead Mark

Potter to talk about the Group’s approach to

safer gambling and how all our colleagues

must play a part in ensuring a safe and

enjoyable experience for our customers.

Research, Education and Treatment of

gambling harms

In the UK, our support for organisations

funding the Research, Education and

Treatment of gambling–related harm

continued during 2023, totalling over

£10m. This was in line with William Hill's

historic commitment to increase funding

year on year over a four-year period — a

commitment shared by other founding

members of the Betting and Gaming

Council (UK).

The main recipient of our donations was

GambleAware, who received over £6m.

Two additional projects were also funded,

delivering a step change in support for

vulnerable cohorts in society:

Horse Racing Industry

2023 marked the first full year of our

collaboration with EPIC Risk Management

to deliver a pioneering gambling harms

education programme in the horse racing

industry. Aimed at a cohort of people at

all levels in the industry who may be at an

increased risk of gambling-related harm,

the programme made a successful start.

Through 49 sessions in 2023, we reached

over 800 people in a diverse variety of roles.

We will build on this success over the next

two years of the programme.

Armed Forces Gambling Support Network

Working in partnership with a consortium

of charitable partners led by the Beacon

Counselling Trust, we funded a two-year

pilot scheme across England, Scotland

and Wales which aims to raise awareness

of gambling harms and signpost support

pathways to the armed forces community.

Compared to the general population, it is

estimated that veterans are eight times

more likely to suffer from gambling issues,

while harmful gambling was identified by

the Ministry of Defence as one of its most

significant concerns. This work will aim to

educate the armed forces community

about gambling-related harms, pathways to

treatment and support for those affected.

The armed forces community is a broad

church – covering potential recruits, active

service people, veterans, and families of

service people – so the programme will

offer a myriad of engagement strategies

to generate engagement and drive results

during the two-year pilot.

Our UK safer gambling customer journey

In the UK, our approach continues

to evolve as we prepare for the

implementation of initiatives covered as

part of the UK government’s White Paper

recommendations. We have also continued

to proactively develop our models,

processes, and tools to better identify

and interact with customers and ensure

we provide them with a safe gambling

environment.

We aim to personalise the overarching safer

gambling customer journey for our players,

in which they are scored and segmented

by risk level to ensure our monitoring and

intervention is appropriately tailored to them.

ANNUAL REPORT & ACCOUNTS 2023

Those challenges can often make it difficult

to create and embed positive change,

particularly through changes in leadership

and periods of uncertainty. Although the

priority for 2023 was guiding the business

through change, in many areas of the

colleague experience significant progress

was made as part of the process of building

the new Company. This progress is expected

to continue at pace through 2024 as we

continue to create great experiences for

our colleagues. For 2023 our focus was on

two key areas: organisational culture, and

leadership and talent.

ORGANISATIONAL CULTURE

The importance of fostering a strong

organisational culture was immediately

clear following the acquisition of William Hill

in 2022. Colleagues across the combined

Group had experienced the strong cultures

and powerful legacies of their previous

organisations. We therefore recognised the

opportunity to build the new, bringing the

best of these experiences and approaches

together. The key priority for the People

team was quickly identified as defining and

embedding a common set of values to drive

engagement in our new organisation.

Creating our values

In partnership with a leading employee

engagement and communications

consultancy, we devised a plan to ensure

our values were created by our colleagues

for our colleagues. The process we followed

gave over 2,000 colleagues the opportunity

to help create our values, ensuring a deep

connection between colleagues and the

business from the beginning.

1. We began with leader workshops, with

65 senior leaders across the business

attending workshops to create a long

list of values they felt were important

today and needed in the future.

2. This long list was shared with all

colleagues in a survey to help us

shortlist what values were most

important, with over 1,600 colleagues

responding with their views.

3. Survey findings were tested with 80

colleagues from across the business to

explore the shortlist and understand

how we talk about values, before an

initial draft was created.

4. 130 colleagues gave feedback on the

values to refine them to a final set and

input to the creative look and feel.

5. The final set was shared with the Group

executive team, which reviewed them

to make sure that the values are what

we need to deliver our strategy and

are linked to our business purpose and

ambition.

6. Finally, 80 senior leaders and members

of our Talent Club took part in testing

to confirm the values and agree the

communications plan to launch across

the business.

Our values

Our values have been created by our people

for our people. They’re not just words on a

page; our values are the essence of who we

are and what we stand for. It’s what we value

at work, it’s how we behave and it’s how we

treat others. Our values are how we play and

how we’ll win.

ESG AND SUSTAINABILITY CONTINUED

People

2023 was a transitional year

for colleagues across the

Group. Efforts to integrate

and deliver synergies meant

leaders across the business,

and the People team that

supports them, faced many

of the same challenges

as 2022.

STRATEGIC REPORT

GOVERNANCE FINANCIAL STATEMENTS SUPPLEM ENTARY IN FORMATION

888 HOLDINGS PLC

LAUNCHING THE VALUES

On 18 October 2023 we held a global event with a live video link

set up between our sites, which each held local celebrations.

Thousands of colleagues were in attendance to hear about the

values, with the launch supported by a video, game, ambient

media and merchandise.

Measuring success

We recognise that our new values cannot only exist at

launch and must be implemented as part of everyday life

by colleagues across the Group. In order to track the extent

to which this is true we devised a mix of quantitative and

qualitative methods to gather trends, explore sentiment and

understand colleague beliefs.

This is an ongoing process but by year-end we had introduced

a series of questions about the values in our monthly

engagement survey, with the aim of determining:

• Understanding — to what extent colleagues know the

values.

• Belief — to what extent colleagues believe that the values

are right for the Group.

• Action — to what extent colleagues see the values in action

and practise them too.

YEAR–END RESULTS:

Q1. UNDERSTANDING (DEC 23)

eNPS +35

I understand how I can apply the values in my day-to-day work

Q2. BELIEF (DEC 23)

eNPS +20

Our values match my experience of working at the Company

Q3. ACTION (DEC 23)

eNPS +12

People at the company really live our values

We continue to monitor the results of this survey so that

we can advise and adapt our interventions accordingly.

For 2024, embedding the values remains a focus as we

adapt our recognition approach, support for colleagues

developing skills and capabilities, and our approach to

measuring performance.

ANNUAL REPORT & ACCOUNTS 2023

ENGAGEMENT

Although defining and embedding a

common set of values was a priority for the

year, we also recognised the importance of

engagement in a broader sense. Employee

engagement, as measured by our eNPS

score, was introduced to our bonus plans to

incentivise leaders across the business to

focus on colleague engagement alongside

performance.

Recognising the challenges expected

through 2023 we set a target of maintaining

our 2022 eNPS score, and we were delighted

to have exceeded this target by year end.

Across 2023 eNPS increased from +8 to +11,

which although a small increase represented

a real success considering the scale of

change that occurred in 2023.

LEADERSHIP AND TALENT

Within the context of a changing

organisation we recognised the importance

of providing a consistent, inspiring and

engaging learning offer for colleagues

across the business. In 2023 we focused

primarily on two key populations: our people

leaders, responsible for guiding colleagues

through change; and those identified as

key talent based on the evaluation of their

performance and potential.

Our in-house specialist teams delivered three

programmes across 2023 that have had a

significant impact: Leadership Essentials,

Leadership Diploma and Talent Club.

• Leadership Essentials is designed to

help new and newly promoted leaders to

be successful in their current and future

roles. It’s practical, and outcome focused.

It’s a global learning and development

programme that provides a fantastic

opportunity for leaders to learn from

fellow leaders across our global business.

• Leadership Diploma is designed for

experienced leaders and is approved by

the Institute of Leadership. It has been

developed in-house and builds on a core

belief that great leadership comes from

awareness, knowledge, and practice. This

programme gives leaders a chance to

connect to the new company values, work

on leadership capabilities and transform

them into improved performance and

engagement.

• Talent Club was created in 2023 to

create a consistent, inspiring, and

engaging learning offer for high-

performing, high-potential colleagues.

This gave participants an opportunity to

connect with other talented individuals,

share skills and knowledge, and discover

opportunity for growth and development.

The programme was supported by

Growth Circle for group coaching

sessions as well as our own executive

team.

– 65 participants in the 2023 edition of

Talent Club (the first).

– Included individual discovery coaching,

9 Q&A sessions with Exec members,

10 monthly group coaching sessions,

10 external masterclasses with Franklin

Covey, Growth Space, Pinnacle, EF

/ Hult, 10 BeTalent 360 feedback

assessments.

– Average overall satisfaction 93%.

COMMUNITY ENGAGEMENT

Our approach to community engagement

evolved this year and we continued to

invest in supporting charities in locations

where the Group operates, both in the form

of financial support as well as through our

volunteering scheme, with all non-retail

colleagues receiving one volunteering day

to use annually to support a charitable

organisation of their choice.

In the UK, we donated over £200,000 to the

charity Support Ukraine funded by profits

from our Eurovision Song Contest betting

markets following the event in Liverpool in

May 2023, with the UK taking on hosting

duties on behalf of Ukraine. In addition, in

partnership with the Betting and Gaming

Council (UK), we joined forces with other

operators in the UK to donate the profits

from the Britannia Stakes race at Royal

Ascot. This saw more than £250,000

donated to several charities in the UK

including SportsAid, the Holocaust Education

Fund, Cystic Fibrosis Trust, SAS Regimental

Association, Ascot Racecourse Supports

and Together for Looked After Children.

Volunteering remains a key focus of our

approach to our communities around the

world, and colleagues are allocated one

day of paid volunteering leave per annum

to support a charity of their choice. In the

UK, colleagues can also be connected to

opportunities within their local communities

through our Neighbourly platform. This year,

the three themes colleagues chose to focus

their volunteering efforts on through the

platform were:

ESG AND SUSTAINABILITY CONTINUED

People continued

LEADERSHIP ESSENTIALS

WEBINARS

webinars attended by 415 colleagues

PROMOTED LEADERS

179

leaders enrolled as mandatory (new

or promoted leader in 2023), 154 (86%)

either completed or in progress at

year end

SATISFACTION RATE

95%

How likely are you to recommend: 94%;

How likely are you to use this

information: 95%

SCORES FOR GROWTH/LEARNING

8.5(v. 7.9) /8.7(v.8.3)

for graduates compared to all People

Leaders

LEADERSHIP DIPLOMA

WORKSHOPS COMPLETED

editions of face-to-face four-

day workshops completed by 150

colleagues in 6 locations

IN-HOUSE TRAINING FACILITATORS

in-house facilitators to deliver the

training to more colleagues

SATISFACTION RATE

95%

How likely are you to recommend: 97%;

How likely are you to use this knowledge:

94%

STRATEGIC REPORT

GOVERNANCE FINANCIAL STATEMENTS SUPPLEM ENTARY IN FORMATION

888 HOLDINGS PLC

In the UK, we partnered with the Retired

Greyhound Trust and Retail colleagues

participated in a number of fundraising

events to support the charity. Teams also

regularly volunteered on dog walking

sessions hosted at the charity’s centres

across the country.

We aim to support organisations all over the

world where we operate and drive colleague

adoption of volunteering opportunities.

1. Looking after the local environment

2. Using sport to make a positive difference

3. Supporting wellbeing

We celebrated these efforts with our first

Company-wide ‘Community Month’, hosted

across all 13 locations in September 2023.

More than 500 colleagues got involved in

the event.

Projects during the event included:

• Colleagues in Krakow helped renovate

an old pasta factory, transforming it into

a community space that serves refugees

and facilitates their smooth transition

into the local community.

• Our teams in Malta organised a full week

of activities including blood donations,

a beach clean-up, and volunteering at a

dog sanctuary.

• Our people in Leeds continued our

ongoing support for local community

team St Chad’s Cricket Club, with two

events helping contribute to the club

renovating their pavilion ahead of the

new season.

ANNUAL REPORT & ACCOUNTS 2023

ESG AND SUSTAINABILITY CONTINUED

Planet

We fully recognise the

climate crisis and the risk to

the planet and in reaction

set ourselves ambitious

targets to hit net zero

across our Scope 1 and

2 emissions by 2030, and

across our whole value chain

(including Scope 3) by 2035.

We continued to progress

towards our goals in 2023,

with further reductions in

Scope 1 and 2 emissions

achieved. We remain

committed to maintaining

this momentum and driving

ambitious change across the

Group to hit our targets.

In 2023, we undertook a significant re-

baselining exercise, working to consolidate

our data from our legacy 888 and William

Hill locations and suppliers. We onboarded a

new carbon accounting platform, to enable

us to get a clear and consolidated view of

our emissions.

In 2024, we will continue to invest and evolve

this area of focus, engaging colleagues and

changing the way we do things in order to

hit our ambitious targets and play our part

in protecting the future of the planet.

KEY ACHIEVEMENTS IN 2023

• Net zero by 2030: Achieved a 6%

reduction in Scope 1 and 2 (market-

based) emissions from the new 2022

re-baselined data.

• Net zero across value chain by 2035:

Scope 3 emissions increased 33% YOY

following methodological changes to our

reporting methods. These are covered in

more detail in the ESG Supplementary

Information section on pages 176 and 177.

• We continued to be well rated across

the highest-profile ESG ratings, retaining

FTSE4Good membership, achieving a

C on the CDP and a score of 34 on the

CSA.

FOCUS ON...

Managing our energy consumption in retail

through AI

In 2023 we partnered with Optimal

Monitoring to implement their EMMA AI

energy consumption management solution

smart meters in our Retail Licensed Betting

Office (LBO) Estate. EMMA AI is an 'always

on', machine learning energy consumption

management tool.

Following a successful trial over 100 sites

in Q1 2023, EMMA was deployed across all

eligible Retail LBOs in April.

EMMA constantly monitors consumption

inside each LBO and immediately sends

out an email alert to the LBO in the case of

any consumption issues. By instantly and

automatically alerting the LBO, our site

managers are then able to immediately

correct the cause of any consumption

issues. EMMA then receives information back

from the LBO about the issue and applies

its machine learning capability to increase

effectiveness across the entire estate.

In 2023, our energy consumption further

reduced through our use of EMMA AI, by

2,595,852 kWh — a reduction of 5.1% vs our

original consumption forecast for the estate.

TCFD SUMMARY

A high-level summary of our Task Force on

Climate-related Financial Disclosures (TCFD)

is below, with more detailed information

about the climate-related governance,

metrics and targets available in the

dedicated TCFD section found on pages 163

to 175.

Governance

Our climate governance begins with the

Board’s approval of the strategy and targets.

The Group has an established system

of ESG governance which is embedded

throughout the organisation, with the

Board being ultimately accountable for the

implementation and delivery of the transition

plan. The ESG Committee of the Board has

oversight of all ESG matters across the three

pillars of our framework (including Planet)

and the Group’s ESG governance structure is

outlined on page 164 of the TCFD section of

this report.

Our ESG governance structure evolved to

include a Risk and Sustainability Committee,

a monthly executive management

committee which provides oversight to

support the ESG Committee of the Board in

managing risks to 888’s long-term strategic

objectives. The ESG Director leads the ESG

Forum, a cross-functional forum through

which ESG issues can be managed and

escalated to the Risk and Sustainability

Committee as appropriate.

As the ESG Committee of the Board reviews

the implementation of the strategy it will

consider the extent to which additional ESG

metrics and targets should be incorporated

into executive remuneration for 2024.

Initial targets have been included for

FY24 covering the three pillars of the ESG

framework: Players, People, Planet. We will

add further remuneration targets related to

ESG performance in future years.

Strategy

Climate change is a key focus area of our

ESG strategy, and we want to play a role

in ensuring that our planet is preserved

for future generations. In 2021, we set an

ambitious climate goal to reach net zero

greenhouse gas emissions by 2035. For

us, ‘net zero’ means ensuring that the GHG

emissions associated with our business are

reduced to as close to zero as possible,

with residual emissions balanced by quality

carbon removal initiatives, thereby achieving

a ‘net zero’ position. Our data centres, retail

estate, offices, and business travel are the

main sources of our GHG emissions.

STRATEGIC REPORT

GOVERNANCE FINANCIAL STATEMENTS SUPPLEM ENTARY IN FORMATION

888 HOLDINGS PLC

RISK MANAGEMENT

Climate-related scenario analysis was

conducted for the first time last year to

inform our climate-related strategy and risk

management. The climate-related scenario

analysis considers the risks from transitioning

to a low-carbon economy or transition

risks, and the physical risks resulting from

climate change. Physical risks can be event

driven, such as extreme weather events,

or longer-term shifts in climate patterns.

We continually re-assess and update our

climate risks and closely monitor for new,

emerging risks that may affect the business.

The climate-related scenario analysis

demonstrates that the material risks and

opportunities we face from climate change

include both physical and transition risks in

the global markets in which we operate. To

respond to these risks, we will take action

and build resilience by managing the

physical (sites, supply chain) and transition

(market, policy & legal, and reputational)

risks and opportunities in the value chain,

through mitigation and adaptation and

business continuity planning. We will look to

re-review our climate risks in 2024.

Metrics and targets

• Net zero by 2030 across Scope 1 and 2

• Net zero target across our full value

chain by 2035

Our climate metrics and targets are

outlined on page 173. In 2023 our focus

has been on re-baselining our climate

data following the purchase of the William

Hill business. As part of this work we have

onboarded a new data platform called

Normative. Moving to this new platform

has yielded methodological differences in

calculations compared to previous years.

These include:

• Scope 1 emissions remained relatively

constant between 2022 and 2023, with

some minor changes to our fugitive

emissions.

• Scope 2 market-based emissions have

reduced with some of these emissions

now being reclassified under Scope 1.

The percentage of renewable energy

used across the Group remains relatively

consistent.

• Scope 3 emissions have variance year on

year due to the use of Environmentally-

Extended Input Output (EEIO) models

for the first time, which estimate energy

use and emissions across supply chains.

We have also changed our classification

system against our procurement and

general ledger categories, which drives

significant improvements in our data

accuracy.

We remain committed to our ambitious net

zero targets and we will use 2023’s figures as

the new baseline for our emission reduction

plans.

Overall in 2023 our total emissions were

129,000 tCO

e, up from 98,191 tCO

e in 2022,

a 31% increase year on year. This can be

attributed to the new methodology used to

calculate the Scope 3 emissions compared

with the previous collection method.

We saw our Scope 1 emissions rise from 975

tCO

e to 1,362 tCO

e, primarily due to the re-

categorisation work outlined above.

Our Scope 2 emissions dropped from 2,966

tCO

e to 2,333 tCO

e, again primarily due to

the recalibration exercise.

Scope 3 emissions remain the biggest

challenge for our business as over 97% of

our emissions sit in that category. In 2023

our Scope 3 emissions increased from

94,249 tCO

e to 125,327 tCO

e. The vast

majority of our Scope 3 emissions are in the

purchased goods and services category. In

2024 and beyond we will continue to work

hard with our suppliers to ensure that they

have detailed transition plans in place and

they are also committed to reducing their

emissions.

HOW ARE WE RATED?

We analysed the robustness of our

climate-related strategy, risk management

and performance via the established,

independent global benchmark of the

Carbon Disclosure Project (CDP). In 2023,

we received a CDP score of ‘C’, with work

required across our climate strategy in order

to improve our score.

We retained membership of the FTSE4Good

Series Index, achieving a rating of 3.6/5.

Following the publication of the 2022 Annual

Report, we also received our CSA rating,

showing an 8 point increase year on year

to 34. For 2023, we will receive an S&P

Global ESG Score, and the results will be

incorporated into our strategy for 2024.

ANNUAL REPORT & ACCOUNTS 2023

OUR ALIGNMENT WITH THE TCFD FRAMEWORK

TCFD

RECOMMENDATION

DISCLOSURE

LEVEL REFERENCE/FURTHER WORK

GOVERNANCE

Full

a. Describe the Board’s oversight of climate-

related risks and opportunities.

TCFD Report, pages 163 and 164

Governance, page 54

Full

b. Describe management’s role in assessing

and managing climate-related risks and

opportunities.

STRATEGY

Full

a. Describe the climate-related risks and

opportunities the organisation has identified

over the short, medium, and long term.

TCFD Report, pages 165 to 170

Partial

b. Describe the impact of climate-related risks

and opportunities on the organisation’s

businesses, strategy, and financial planning.

Further work is required to integrate the outputs

of the scenario analysis into the business

strategy and financial planning cycles moving

forward and develop metrics to monitor

climate-related risks and potential financial

impacts as required.

Partial

c. Describe the resilience of the organisation’s

strategy, taking into consideration different

climate-related scenarios, including a 2°C or

lower scenario.

TCFD Report, page 170

Further work is required on the consideration

of the potential impact of climate-related

issues on financial performance and position

across different climate scenarios, together with

sensitivity analysis.

RISK MANAGEMENT

Full

a. Describe the organisation’s processes for

identifying and assessing climate-related

risks.

TCFD Report, pages 165 to

167

Risk Management section, page 37

Full

b. Describe the organisation’s processes for

managing climate-related risks.

Partial

c. Describe how processes for identifying,

assessing, and managing climate-related

risks are integrated into the organisation’s

overall risk management.

Further work is required to map the climate-

related risks identified by the scenario analysis

to existing principal risks, and to integrate

climate into the organisation’s overall risk

management.

METRICS AND

TARGETS

Partial

a. Disclose the metrics used by the

organisation to assess climate-related risks

and opportunities in line with its strategy

and risk management process.

TCFD Report, page 173 and 174

We have started to quantify the financial

impact of climate-related risks, but quantified

scenario analysis needs to be conducted.

Full

b. Disclose Scope 1, Scope 2, and, if

appropriate, Scope 3 greenhouse gas

(GHG) emissions, and the related risks.

TCFD Report, pages 173 and 174

Partial

c. Describe the targets used by the

organisation to manage climate-related

risks and opportunities and performance

against targets.

Re-baselining has been completed in 2023

and all targets for the business will be focused

around reductions from this data.

ESG AND SUSTAINABILITY CONTINUED

Planet continued

OUR STATEMENT OF ALIGNMENT WITH

THE TCFD REPORTING FRAMEWORK

The table below outlines our alignment with

the TCFD reporting framework for 2023,

and the detailed TCFD Report is on pages

163 to 175:

• Strategy, parts b) & c);

• Risk Management, part c); and

• Metrics and Targets, parts a) & c).

Where our disclosures are not consistent with

TCFD recommendations, the reasons for this

are outlined in the full TCFD Report. A plan is

in place to improve the maturity of our TCFD

reporting in future reporting periods.

STRATEGIC REPORT

GOVERNANCE FINANCIAL STATEMENTS SUPPLEM ENTARY IN FORMATION

888 HOLDINGS PLC

NEXT STEPS IN 2024

We have made significant progress in recent years to change

and improve our business in response to the climate crisis. We

will continue to examine our investments, upgrades and process

changes that will reduce our emissions and help us to hit

our targets.

We have completed a detailed re-baselining exercise that

gives us a strong platform to better understand and manage

our emissions moving forwards, ensuring we hit our ambitious

climate targets.

We will also continue to strive to improve our scores with

external ratings agencies, to check our progress across both

industry peers and other comparable businesses, as we work

towards reducing our environmental impact.

ANNUAL REPORT & ACCOUNTS 2023

STAKEHOLDER ENGAGEMENT

The Company views stakeholder engagement as an important part

of its ongoing governance arrangements. As a Gibraltar company

the UK Companies Act 2006 does not apply, however we continue

to comply with the requirements of Section 172.

In accordance with the UK Corporate Governance Code 2018, the

Company’s key stakeholders are considered in Board discussions

and decision-making with all Board papers including an explanation

of how the impact to stakeholders has been considered.

WHO ARE OUR STAKEHOLDERS?

WHY? HOW?

CUSTOMERS

Our business and livelihoods depend upon our

customers. Building strong relationships with them,

using the expertise of our teams, ensures we gain a

deep understanding of their needs, allowing us to

identify areas of support.

Our competitive customer offering is achieved

by protecting customers, improved product

personalisation and innovation and best-in-class

customer support.

By understanding what our customers think about

our brand, products and services, we can focus

on continuous improvements that align with their

priorities.

The priority for our customers is a superior betting

and gaming experience. This means playing great

products, enjoying quality customer service and

having confidence that they are playing in a safe

and secure environment.

We regularly measure the quality of our service performance

through customer satisfaction, Net Promoter Scores, surveys

and web analytics.

Our customer services teams and retail colleagues are

in contact with our customers daily. We operate multiple

communications channels to generate feedback, to gain

insight and to understand their preferences and needs.

We use data analytics and AI together with our customer

communications channels to promote safer gambling.

More information about our approach to safer gambling can

be found in our Sustainability Report on pages 10 to 13.

REGULATORS

Regulators across various territories give the Group

a licence to operate and set the terms for providing

services in their markets. We need absolute clarity on

their regulations to ensure we align with their priorities.

Regulators have an important role in promoting

a safer gaming environment, which benefits all

operators such as 888 that are committed to

responsible models of operation. As such, it is

valuable for the business to maintain regular dialogue

with regulators.

Regulators must be reassured that operators are

using the full scope of their resources to comply with

local market regulations and deliver a safe gaming

environment.

We engage in regular and transparent dialogue with

regulators across our global markets.

We participate in industry events and forums to better

understand the requirements of the regulators wherever we

operate.

We maintain a relationship with the UK Listing Authority,

and meet all the requirements they set out in the UK Listing

Rules, in order to maintain our listing on the London Stock

Exchange.

During FY23 we had extensive dialogue with all of our

regulators, and in particular the Gibraltar Gaming

Commission, around self-identified shortcomings in our

dotcom compliance processes. More details of this are

included in the risk section on page 30.

COMMUNITIES

We recognise that the local communities where we

operate can be our greatest advocates, particularly

when it comes to recruitment.

To maintain a positive relationship, we need to listen

to local issues and understand how we can have a

positive impact.

The communities around our global offices look to the

Company to demonstrate its commitment to the local

area by being a responsible corporate citizen.

Our retail estate depends on the support of our local

communities. We aim to build lasting relationships

within the communities in which we operate, and

our retail colleagues know and understand their

customers.

We have a well-established community involvement

programme. We encourage colleagues to be involved in

community events and participate in local charities.

Colleagues dedicate time sponsored by the Company to

these causes. During 2023 the business held a Group-wide

‘Community Month’ that was focused on encouraging a

greater number of employees to volunteer for local charities

or initiatives. The initiative was a huge success with more

than 500 employees participating, benefitting several local

good causes across all our global offices.

As a Group our economic contribution is significant, including

a total tax contribution of £529m in 2023.

STRATEGIC REPORT

GOVERNANCE FINANCIAL STATEMENTS SUPPLEM ENTARY IN FORMATION

888 HOLDINGS PLC

WHY? HOW?

PARTNERS &

SUPPLIERS

We work with partners and/or suppliers in most of

the core functions of our business.

It is imperative we maintain an open dialogue with

our partners and suppliers in order to operate

effectively together and ensure that our interests are

aligned. Our relationships rely on transparency and

cooperation as well as our track record for effective

management and responsible business operations.

We have an open, constructive and effective relationship with

all partners and suppliers through regular meetings which

provide both parties the ability to feedback on successes,

challenges and the future roadmap.

The Group’s whistleblowing hotline is available to suppliers to

allow them to raise any concerns anonymously and all issues

are tracked and monitored.

During 2023 we further developed our supplier risk framework,

including additional risk identification and mitigation

strategies, alongside strengthening controls around

governance and approvals.

SHAREHOLDERS

Understanding the views of our shareholders and

debtholders is critical, and regular and constructive

engagement enables a deeper understanding of

the issues that matter most to them as owners of the

business.

The relationship between the Board and its investors

is based on trust, transparency and the timely

disclosure of information.

The Board recognises the importance of

demonstrating a high level of openness and

engagement to maintain confidence in our ability

to create value.

Investors seek clear evidence that the Company

has a strategy for value-creation across the short,

medium and long-term.

They demand transparency as the foundation of a

trust-based relationship and expect clarity on the

Board’s approach to maximising opportunities

and managing risks.

We have an open dialogue and regularly meet with our

major shareholders and debtholders to get their views and

feedback. This takes various forms including individual and

group meetings, virtual calls, conferences, and roadshows.

We provide regular investor updates and ensure an ongoing

conversation through the publication of trading updates, half

and full year results, as well as events such as our Annual

General Meeting.

Market views and shareholder analysis is included as a

standing Board item.

2023 saw extensive shareholder engagement, particularly

around the change in management personnel, the self-

identified compliance shortcomings, and the initiation of

a GBGC licence review prompted by an investment in the

Group by a particular shareholding group. During the year

we held over 400 direct engagements with investors, through

a combination of the Chair, CEO, CFO, CSO and IR Director,

as well as other Board members as required.



Read more on page 50

COLLEAGUES

The talent, commitment and skill of our colleagues

around the world underpins our ability to deliver our

strategic priorities.

We are proud of our colleagues and want to provide

them with a workplace where they can flourish.

Empowerment, career development, health and

wellbeing and social responsibility are all areas our

colleagues have told us they consider important in

the workplace.

We have an inclusive informal culture, rooted in

respect, care and commitment.

During times of transition and transformation, such

as the leadership changes during 2023, we aim to

support and inform as much as we can. Effective

engagement allows us to identify the most pressing

matters for our colleagues and address them

accordingly.

Our workplaces are informal, open and collaborative,

underpinned by high professional standards.

Our CEO holds regular 'One Company' meetings, and hosts

informal meetings and lunches, all of which are open forum

and attendees have the right to ask questions directly to the

Executive Committee. Regular 'Town Halls' are held by local

management to update on business developments and allow

questions and feedback. All colleagues have the opportunity

to provide feedback through employee engagement surveys,

forums and apps such as Slido. eNPS is measured Group

wide, with a score of +11 at December 2023.

We are committed to proactive, timely and transparent

internal communications with our team on an ongoing

basis. This has been more important than ever during 2023

following leadership changes.

We continue to monitor and develop our approach to

performance management, to promote a culture of

continuous improvement in line with our values.

At the end of the year, we launched our new values, and

employees were invited to a Group-wide global launch where

all our offices were linked via video.



Read more on pages 14 to 17

ANNUAL REPORT & ACCOUNTS 2023

CHIEF FINANCIAL OFFICER'S REPORT

Improving sustainability and

enhancing long-term profitability

INTRODUCTION

Having joined the Group on 1 February 2024

it was clear that 2023 was a critical year

for the business, with strong delivery against

the previously increased and accelerated

synergy target, as well as fundamental

revenue mix shifts that have improved the

sustainability of the business.

These mix shifts, both in terms of the country

mix towards more regulated markets and

the customer mix in the UK towards lower

spending customers, had a significant

negative impact on the financial results for

2023 and the year-over-year growth rates

observed on a pro forma basis.

The business is now at a critical but exciting

juncture. We must invest in improving

our capabilities in a few critical areas to

successfully drive sustainable, profitable

growth. Our clear plans are outlined in

the CEO report and will be supported by

robust financial governance including highly

disciplined capital allocation. We will ensure

our growth plans support deleveraging and

enable strong shareholder returns in the

coming years.

Outlook

We have a positive outlook for FY24 revenue

with consistent growth in active players

driving confidence in strong revenue growth

online in both the UK&I and International

segments.

At the end of 2023 the Group initiated a

cost savings programme that is expected

to drive approximately £30m of cash

cost savings a year. This will be reinvested

into further strengthening the Group’s

core capabilities in several areas such as

intelligent automation and AI-powered

data and insights, as well as marketing

investment to support revenue growth. These

actions, together with the ongoing strategic

initiatives that support our value creation

plan, are expected to drive improved long-

term sustainable profitable growth.

As part of our value creation plan, we have

outlined new medium-term financial targets

of:

1. Revenue growth of 5-9% per year

2. Adjusted EBITDA margin expansion of

100 basis points per year

3. Leverage of below 3.5x by the end of

2026

THE GROUP HAS ALL THE

INGREDIENTS FOR LONG-

TERM SUCCESS AND I

AM EXCITED TO HAVE

JOINED THE BUSINESS AT

THIS CRITICAL JUNCTURE

AND TO BE PART OF THE

LEADERSHIP TEAM TO

DELIVER ON OUR VALUE

CREATION PLAN AND

ACHIEVE THE GROUP’S

CLEAR POTENTIAL.

SUMMARY

Pro forma results

Given the significance of the acquisition of

William Hill midway through the prior year,

the statutory results do not provide a clear

comparison of performance against the

previous period, as they do not consolidate

the results of the William Hill business for all

the prior period, given the completion date

of 1 July 2022. The pro forma results provide

a clearer performance of the Group in 2023

compared to 2022.

Since the acquisition, the William Hill

business has aligned to the monthly financial

calendar of the Group and, therefore, the

FY22 pro forma financial comparatives cover

the period from 29 December 2021 to

31 December 2022.

On a pro forma basis, including the results

of William Hill in full for both periods and

excluding the 888 bingo business (which was

sold during 2022) for both periods, revenue

of £1,710.9m was down 7.5% (£139.2m)

year-over-year. This was driven primarily

by a proactive revenue mix shift away

from dotcom markets, which impacted

revenues by approximately £80m during

FY23. Revenue was further impacted by

customer mix changes in the UK as a result

of additional safer gambling measures, as

well as a change in the Group’s marketing

approach to focus more on sustainable

revenue and profitability. Together, these

changes have created a higher quality and

more sustainable business mix, including

approximately 95% of FY23 revenue being

generated from regulated and taxed

markets (FY22 revenue 89%).

Our focus on profitability and synergy

delivery aided pro forma Adjusted EBITDA,

with a marginal reduction to £308.3m from

£310.6m despite the significant impact of

our dotcom compliance changes, with

dotcom markets typically being higher

margin. Adjusted EBITDA Margin increased

to 18.0% from 16.8%, reflecting the improved

profitability and focus on higher return

marketing spend which more than offset the

impact of dotcom market changes.

Further segmental details and trends are

discussed within the segmental section later

in this statement.

Synergies

In 2023 the business took decisive actions

enabling it to deliver £150m of cash

synergies in FY23, having accelerated the

timeline for full synergy delivery.

Sean Wilkins

Chief Financial Officer

STRATEGIC REPORT

GOVERNANCE FINANCIAL STATEMENTS SUPPLEM ENTARY IN FORMATION

888 HOLDINGS PLC

During 2023 the business implemented a

range of operational changes, removing

some duplication to create more efficient

operations and begin delivering the scale

benefits of the combination with William Hill.

The Group also reviewed and adapted its

marketing approach across markets with

a focus on driving more efficient marketing

decisions to support sustainable, profitable

growth.

Following my appointment alongside that

of Per, our new CEO, the business has

reviewed its operating model in line with the

new value creation plan. This process has

identified further opportunities for savings

as the Group delivers on its potential. These

additional savings, along with any further

efficiencies identified, will be reinvested into

driving growth, including through increased

marketing and investment in improving our

core capabilities.

Deleveraging

At 31 December 2023 net debt was £1,716.9m,

representing a £10.8m reduction from 31

December 2022. The reduction in net debt

was primarily driven by favourable foreign

exchange rate movements on the debt

principle, offset by a £47.9m cash outflow

(excluding customer balances) in 2023,

which included £46.0m of exceptional costs

paid out in the period. Leverage at

31 December 2023 was 5.6x, unchanged

from the pro forma leverage at 31 December

2022.

Our disciplined approach to capital

allocation includes reviewing opportunities to

generate cash from lower-return or non-core

assets, and during 2023 the Group realised

approximately £41.8m from non-core

asset sales including the sale of our Latvia

business, and the sale and leaseback of

some freehold properties.

CONSOLIDATED INCOME STATEMENT

Revenue

Revenue for the Group was £1,710.9m for

2023, an increase on a statutory basis of

38.1% compared to 2022, reflecting the

consolidation of William Hill revenues from

H2 2022.

On a pro forma basis, revenue decreased by

7.5% primarily reflecting dotcom compliance

changes and UK online customer mix

changes as noted above.

Revenue from sports betting was £648.8m,

representing a 0.9% decline on a pro forma

basis. Stakes were down 11.3%, offset by

an increase in betting net win margin from

10.8% to 12.1%. Both primarily reflect the

customer mix changes in the UK online

segment to lower-staking, higher-margin,

recreational customers.

RECONCILIATION OF STATUTORY EBITDA TO ADJUSTED EBITDA, ADJUSTED PROFIT

BEFORE TAX AND ADJUSTED PROFIT AFTER TAX

Adjusted Results

Exceptional items

and adjustments

**** Statutory Results

2023

£’m

2022

£’m

2023

£’m

2022

£’m

2023

£’m

2022

£’m

Revenue 1,710.9 1,238.8 0.0 0.0 1,710.9 1,238.8

Cost of sales (572.6) (444.4) 2.6 3.9 (570.0) (440.5)

Gross profit 1,138.3 794.4 2.6 3.9 1,140.9 798.3

Marketing Expenses (237.6) (257.8) 0.0 0.0 (237.6) (257.8)

Operating Expenses** (593.8) (319.0) (49.6) (106.3) (643.4) (425. 3)

Share of post-tax profit of equity

accounted associate 1.4 0.3 0.0 0.0 1.4 0.3

EBITDA* 308.3 217.9 (47.0) (102.4) 261.3 115.5

Depreciation and amortisation*** (114.0) (63.6) (114.3) (56.7) (228.3) (120.3)

Profit before interest and tax 194.3 154.3 (161.3) (159.1) 33.0 (4.8)

Finance income and expenses (173.7) (73.8) 19.4 (37.1) (154.3) (110.9)

(Loss)/Profit before tax 20.6 80.5 (141.9) (196.2) (121.3) (115.7)

Taxation 27.5 (16.3) 37.4 11.4 64.9 (4.9)

(Loss)/Profit after tax 48.1 64.2 (104.5) (184.8) (56.4) (120.6)

Basic earnings per share 10.7 15.1 (12.6) (28.3)

* EBITDA is defined as earnings before interest, tax, depreciation and amortisation.

** Statutory Operating expenses of £643.4m includes Operating expenses of £590.8m (being the Operating expenses

of £819.1m less Depreciation and amortisation of £228.3m) and Exceptional items – operating expenses of £52.6m

per the Consolidated Income Statement.

*** Statutory Depreciation and amortisation of £228.3m has been separated from Operating expenses of £819.1m per

the Consolidated Income Statement.

**** Foreign exchange within adjustments of £2.6m gain within Cost of sales, £1.6m expense within Operating expenses

and £36.6m gain within Finance income and expenses.

Adjusted EBITDA is defined as EBITDA excluding share-based payment charges, foreign exchange losses and

exceptional items and other defined adjustments. Foreign exchange losses and share benefit charges were

excluded to allow for further understanding of the underlying financial performance of the Group. Further detail on

exceptional items and adjusted measures is provided in note 3 to financial statements.

In the reporting of financial information, the Directors use various APMs. These APMs should be considered in

addition to, and are not intended to be a substitute for, IFRS measurements. As they are not defined by International

Financial Reporting Standards, they may not be directly comparable with other companies’ APMs. The Directors

believe these APMs provide additional useful information for understanding performance of the Group. They are

used to enhance the comparability of information between reporting periods and are used by management for

performance analysis and planning. An explanation of our adjusted results to the statutory results is provided in

note 3 to the financial statements.

Pro forma (Unaudited)

2023

£’m

2022

£’m Change

Revenue 1,710.9 1,850.1 (7.5)%

Adjusted Cost of sales (572.6) (599.2)

Gross profit 1,138.3 1,250.9 (9.0)%

Marketing expense (237.6) (331.8)

Adjusted operating expenses (593.8) (608.7)

Share of post-tax profit of equity

accounted associate 1.4 0.2

Adjusted EBITDA 308.3 310.6 (0.7)%

ANNUAL REPORT & ACCOUNTS 2023

CONSOLIDATED INCOME STATEMENT

CONTINUED

Revenue continued

Gaming revenue of £1,062.1m was down 11.2%

year-over-year, predominantly driven by

the factors mentioned above, with dotcom

markets more heavily weighted towards

gaming.

Cost of sales

Cost of sales mainly comprise gaming taxes

and levies, royalties payable to third parties,

chargebacks, payment service provider

('PSP') commissions and costs related to

operational risk management and customer

due diligence services. Cost of sales

increased on a statutory basis to £570.0m

from £440.5m due to the acquisition of

William Hill in H2 2022. On a pro forma basis,

cost of sales decreased by 4.4% to £572.6m

principally reflecting the reduction in revenue,

with cost of sales representing 33.5% of

revenues (2022: 32.4%). The slight increase

in cost of sales as a percentage of revenue

primarily reflects the change in country mix,

with a higher proportion of locally regulated

and taxed revenues in 2023.

Gross profit

On a statutory basis, gross profit increased

to £1,138.3m from £794.4m with the

consolidation of the results of William Hill

from H2 2022.

On a pro forma basis, gross profit decreased

by 9.0% from £1,250.9m to £1,138.3m,

alongside a decrease in the gross margin

from 67.6% to 66.5% with more revenue

generated from regulated and taxed

markets as described above.

Marketing expenses

Marketing is a significant investment for our

Group to drive growth through investing in

our leading brands, as well as customer

acquisition and retention activities. On

a statutory basis marketing decreased

by 7.8% from £257.8m in 2022 to £237.6m

driven by marketing synergies, as well as

increased focus on higher-return marketing

investments. This represents a marketing

to revenue ratio (marketing ratio) of 13.9%

(2022: 20.8%), with the reduction being

driven by both lower marketing and the

inclusion of a full year of Retail results, where

the marketing ratio is significantly lower.

On a pro forma basis, marketing expenses

decreased by 28.4% from £331.8m to

£237.6m. Certain marketing is demand

driven and flexible, so part of the reduction

is as a result of the reduced online revenue

noted above.

CHIEF FINANCIAL OFFICER'S REPORT CONTINUED

Further marketing savings were also

achieved following the acquisition of William

Hill and the development of a refined brand

marketing strategy to focus on driving

sustainable profitable growth with improved

marketing efficiency. The marketing ratio

decreased from 17.9% in 2022 to 13.9% in

2023. This partly reflects the mix of revenue

with more generated from the Retail

business where the marketing investment

is significantly lower. Excluding the Retail

segment, the online marketing ratio

decreased from 24.4% to 19.7% reflecting

the refined brand marketing strategy and

improved marketing efficiency.

Operating expenses

Operating expenses mainly comprise

employment costs, property costs,

technology services and maintenance, and

legal and professional fees. On a statutory

level, operating expenses increased to

£643.4m from £425.3m in 2022. This increase

is due to the acquisition of William Hill with

the Retail business having a much higher

proportion of operating expenses to revenue

given the employment and property costs

required to operate.

On a pro forma basis, adjusted operating

expenses excluding depreciation and

amortisation decreased by 2.4% from

£608.7m in 2022 to £593.8m in 2023.

The reduction in overheads reflects the

successful delivery of synergies and focus on

cost control more than offsetting underlying

inflation challenges across the business,

particularly within the Retail estate.

EBITDA & Adjusted EBITDA

Reported EBITDA increased by 126.2% from

£115.5m to £261.3m. On an adjusted basis, the

increase was 41.5% to £308.3m from £217.9m,

with an Adjusted EBITDA margin of 18.0%

compared to 17.6% in 2022.

On a pro forma basis, Adjusted EBITDA

decreased marginally to £308.3m in 2023

compared to £310.6m in 2022. The Adjusted

EBITDA Margin increased to 18.0% in 2023

from 16.8% in 2022 driven by the successful

delivery of synergies and focus on cost

efficiency more than offsetting the impact

of compliance and regulation headwinds

noted above.

Finance Income and Expenses

Net finance expenses of £154.3m (2022:

£110.9m) related predominantly to the

interest from the debt on acquisition of

William Hill of £139.4m (2022: £97.7m), which

is net of foreign exchange.

The finance expense resulting from leases

was £6.9m (2022: £3.0m) with the increase

due to the inclusion of a full year of results

from the acquired Retail business within

William Hill, which operates primarily from

leasehold sites.

The finance expense from hedging activities

was £12.1m (2022: £3.3m), predominantly due

to foreign exchange movements.

(Loss)/profit before tax

The net loss before tax for 2023 was £121.3m

(2022: net loss before tax of £115.7m). On an

adjusted basis, profits decreased by 74.4%

to a profit of £20.6m (2022: net profit before

tax of £80.5m), with the increased financing

costs from the debt on acquisition of William

Hill offsetting the increased earnings from

the enlarged Group.

Taxation

On a statutory basis, the Group recognised

a tax credit of £64.9m on a loss before tax

of £121.3m, giving an effective tax rate of

53.5% (2022: tax charge of £4.9m and an

effective tax rate of 4.2%). The tax credit

and therefore the tax rate is higher than

the expected tax credit arising on the

loss of 23.5% primarily due to operating in

territories with lower effective tax rates such

as Gibraltar, Spain and Malta, additional

prior year tax credits from filing submissions

in Gibraltar and from the recognition of a

previously unrecognised deferred tax asset

relating to the Group’s intangible assets.

These benefits have been offset by the

reduced availability of tax relief arising on

costs incurred in the period.

On an adjusted basis, the Group recognised

a tax credit of £27.5m on a loss before tax

of £20.6m, giving an effective tax rate of

133.5% (2022: tax charge of £16.3m and an

effective tax rate of 20.2%). This higher rate

reflects the mix of profits and losses before

tax across the Group giving rise to a lower

consolidated base on which the rate is

calculated.

Net (loss)/profit and adjusted net profit

The net loss for 2023 was £56.4m (2022: net

loss of £120.6m). On an adjusted basis, profit

decreased by 25.1% to £48.1m from £64.2m in

2022, reflecting the items discussed above.

Earnings per share

Basic loss per share reduced to 12.6p (2022:

loss of 28.3p) because of the full year

consolidation of William Hill in 2023.

On an adjusted basis, basic earnings

per share decreased by 29.1% to 10.7p

(2022: 15.1p). Further information on the

reconciliation of earnings per share is given

in note 10.

Dividends

The Board of Directors is not recommending

a dividend to be paid in respect of the year

ended 31 December 2023 (2022: nil per

share). The Board’s decision is to suspend

payments of dividends until leverage is at or

below 3x, as previously announced following

the acquisition of William Hill.

STRATEGIC REPORT

GOVERNANCE FINANCIAL STATEMENTS SUPPLEM ENTARY IN FORMATION

888 HOLDINGS PLC

INCOME STATEMENT BY SEGMENT

The below tables show the Group’s performance by segment on a reported and pro forma

basis respectively:

Statutory

Revenue Adjusted EBITDA

2023

£’m

2022

£’m

Change

from

year

% of

reported

Revenue

(2023)

2023

£’m

2022

£’m

Change

from

year

% of

Adjusted

EBITDA

(2023)

Retail 535.0 255.5 109.4% 31.3% 98.9 41.2 140.0% 32.1%

UK&I Online 658.5 455.5 44.6% 38.5% 152.3 61.6 147.2% 49.4%

Total UK & I 1,193.5 711.0 67.9% 69.8% 251.2 102.8 144.4% 81.5%

International 517.4 508.3 1.8% 30.2% 99.4 118.3 (16.0%) 32.2%

Other 0.0 19.5 (100.0%) 0.0% 0.0 1.7 (100.0%) 0.0%

Corporate 0.0 0.0 – 0.0% (42.3) (4.9) 763.3% (13.7%)

Total 1,710.9 1,238.8 38.1% 100.0% 308.3 217.9 41.5% 100.0%

Pro forma

Revenue Adjusted EBITDA

2023

£’m

2022

£’m

Change

from

year

% of

reported

Revenue

(2023)

2023

£’m

2022

£’m

Change

from

year

% of

Adjusted

EBITDA

(2023)

Retail 535.0 519.0 3.1% 31.3% 98.9 90.7 9.0% 32.1%

UK&I Online 658.5 717.4 (8.2%) 38.5% 152.3 111.9 36.1% 49.4%

Total UK & I 1,193.5 1,236.3 (3.5%) 69.8% 251.2 202.6 24.0% 81.5%

International 517.4 613.7 (15.7%) 30.2% 99.4 136.0 (26.9%) 32.2%

Corporate 0.0 0.0 – 0% (42.3) (28.1) 50.5% (13.7%)

Total 1,710.9 1,850.1 (7.5%) 100.0% 308.3 310.6 (0.7%) 100.0%

For the commentary on divisional performance below, the pro forma financials give a clearer comparative of

performance compared to the previous period. Furthermore, it reflects adjusted results, since that is the basis on which

these are reported internally and in our segmental analysis. An explanation of our adjusted results to the statutory results

is provided above and in note 3 to the financial statements.

UK & IRELAND (UK&I)

UK&I Online

On a statutory basis, revenue increased

by 44.6% to £658.5m and Adjusted EBITDA

increased by £90.7m compared to the

previous period, driven by the acquisition of

William Hill.

On a pro forma basis, revenue declined by

8.2% to £658.5m reflecting the impact of our

business mix shifting towards lower-spending

customers, with average revenue per

customer down 18%, which more than offset

strong growth in average monthly actives of

11%. This mix shift was driven by a range of

proactive compliance measures adopted

ahead of the upcoming regulatory change

in the UK, including, among other items,

significantly lowering thresholds for financial

checks, increasing the level of customer

interactions and interventions, and lowering

stake limits on online slots.

Alongside the more proactive compliance

measures and approach, revenue was

impacted by the change in marketing

approach to focus on higher-return

marketing and customer retention, rather

than acquisition. This has been particularly

prevalent in the 888 brands in the UK which

had historically invested significantly in

customer acquisition given its subscale

market position, particularly in sports. With

the range of brands and assets the Group

now has in the UK it can be much more

effective with its marketing investment,

which has improved profitability but reduced

revenue in the short term.

Pro forma adjusted EBITDA increased by

£40.4m (36.1%) with the Adjusted EBITDA

margin improving by 7.5 percentage points

to 23.1% as a result of optimised marketing

and delivery of synergies.

Retail

On a statutory basis, Retail generated

revenue of £535.0m and Adjusted EBITDA

of £98.9m as the Retail business continued

to deliver robust financial performance and

strong cash generation.

On a pro forma basis, revenue increased

by 3.1% to £535.0m in 2023 despite a 3%

reduction in the number of shops. This

was driven by continued strong customer

engagement, and a slightly higher

sportsbook net win margin year over year,

particularly at some of the bigger racing

festivals. During the year the Group replaced

and upgraded approximately 2,000 self-

service betting terminals (SSBTs) and added

an additional 1,000 SSBTs across the estate,

contributing to an improved product offering

which supported revenue growth.

Pro forma Adjusted EBITDA increased by

£8.2m to £98.9m in 2023 driven by the

revenue growth, with high operating leverage

within Retail, as well as excellent cost control

including our refined staffing model.

There were 1,343 shops open at the end of

2023 compared to 1,386 at the end of 2022.

The small reduction to the already well-

optimised estate largely reflects the impact

of inflationary cost increases making certain

shops no longer commercially viable.

INTERNATIONAL

On a statutory basis, International revenue

increased by 1.8% to £517.4m and Adjusted

EBITDA decreased by £18.9m compared to

the previous period. The revenue increase

was driven by the acquisition of William Hill,

with the dotcom compliance changes more

than offsetting this impact at an Adjusted

EBITDA level.

On a pro forma basis revenue declined by

15.7% to £517.4m, as double-digit growth in

our core markets of Italy and Spain was

more than offset by a significant reduction in

revenue from our dotcom markets. This was

a result of our regulatory and compliance

changes, principally the suspension of VIP

customer accounts in the Middle East, as

the business did not recover as expected

following the initial suspension.

Pro forma adjusted EBITDA declined by

£36.6m to £99.4m with the Adjusted EBITDA

margin declining by 3.0 percentage points to

19.2%, primarily reflecting the loss of revenue

from dotcom markets, where margins are

typically much higher.

CORPORATE COSTS

On a statutory basis, corporate costs were

£42.3m in 2023 compared to £4.9m in 2022.

This is due to the timing of the release of

staff incentive accruals in the prior year

across the Group including those accrued

prior to acquisition within William Hill.

On a pro forma basis, there was an increase

in corporate costs of £14.2m to £42.3m due

to capitalisation rate alignments across the

Group, as well as reallocation of overheads

across segments.

ANNUAL REPORT & ACCOUNTS 2023

EXCEPTIONAL ITEMS AND ADJUSTMENTS

Operating Exceptional items

2023

£’m

2022

£’m

Retroactive duties and associated charges — (3.9)

Integration and transformation costs 49.3 14.4

Corporate transaction-related costs (0.1) 24.5

Regulatory provisions and associated costs 3.4 —

Disposal of 888 Bingo — 11.7

Impairment of US Goodwill and other assets — 55.7

Revaluation of Contingent consideration — (9.2)

Total exceptional items before interest and tax 52.6 93.2

Bond early redemption fees — 14.1

Gain on settlement of bonds — (7.1)

Total exceptional items before tax 52.6 100.2

Tax on exceptional items (9.0) 2.8

Total exceptional items 43.6 103.0

Adjustments:

Fair value gain on financial assets (4.1) —

Amortisation of Finance Fees 17.2 7.4

Amortisation of acquired intangibles 114.3 56.7

Foreign exchange (37.6) 26.7

Share benefit (credit)/charge (0.5) 5.2

Total Adjustments before tax 89.3 96.0

Tax on adjustments (28.4) (14.2)

Total Adjustments 60.9 81.8

Total exceptional items and adjustments 104.5 184.8

EXCEPTIONAL ITEMS AND ADJUSTMENTS

Operating exceptional items in the year

totalled £43.6m in 2023 compared to

£103.0m in 2022.

Exceptional items are defined as those items

which are considered one-off or material

in size or nature to be brought to attention

to better understand the Group’s financial

performance. Refer to note 3 to the financial

statements for further detail.

There were £49.3m of costs incurred

relating to the ongoing integration and

transformation of the William Hill business in

order to achieve synergies. The cash costs

to achieve the targeted integration synergies

and the global cost saving programme have

therefore now increased to approximately

£115m, incurred through to 2025, with the

majority incurred in 2023 or expected to be

incurred in 2024. This includes the global

cost saving programme of £30m, initiated

in December 2023, as well as the original

£150m synergy programme.

Corporate transaction-related costs relate

predominantly to the disposal of the Latvia

and Colombia businesses, with prior year

costs related to the acquisition of William Hill.

The Group paid £2.9m during the period

related to a regulatory settlement with

the Gibraltar regulator in relation to the

previously disclosed failings that we

identified in our Middle East business. Further

to this there were £0.5m of professional fees

incurred relating to this settlement.

Adjustments reflect items that are recurring,

but which are excluded from internal

measures of underlying performance to

provide clear visibility of the underlying

performance across the Group, principally

due to their non-cash accounting nature.

They are items that are therefore excluded

from Adjusted EBITDA, Adjusted PAT and

Adjusted EPS.

The amortisation of the specific intangible

assets recognised on acquisitions has been

presented as an adjusted item, totalling

£114.3m relating to the William Hill acquisition.

This amortisation is a recurring item that will

be recognised over its useful life.

The other items that have been presented

as adjusted items are fair value gain on

financial assets of £4.1m, foreign exchange

gains of £37.6m (foreign exchange loss of

£26.7m in 2022), amortisation of finance fees

of £17.2m (£7.4m in 2022), and share based

payment (credit)/charges of £(0.5)m (£5.2m

in 2022).

CONSOLIDATED STATEMENT OF

FINANCIAL POSITION

Non-current assets decreased by £169.9m

to £2,298.5m compared to £2,468.4m at

2022, predominantly due to amortisation of

Goodwill and Other intangible assets which

have decreased by £170.0m. Deferred tax

assets have increased by £31.8m to £37.0m

compared to £5.2m in 2022, due to the

recognition of a previously unrecognised

deferred tax asset related to the Group’s

intangible assets.

Current assets are £449.1m, a decrease

of £45.3m compared to £494.4m at 2022.

Within this, cash and cash equivalents

decreased by £61.4m to £256.2m from

£317.6m, which includes £127.8m of customer

deposits compared to £141.3m at 2022.

Excluding client funds, cash and cash

equivalents decreased by £47.9m from

£176.3m in 2022 to £128.4m in 2023.

Current liabilities decreased by £49.3m from

£703.4m at FY22 to £654.1m at FY23. This

includes the reduction in client funds held,

offset by an increase in trade and other

payables. Provisions decreased by £33.0m

to £78.5m primarily due to the payment of

the regulatory settlement with the UKGC.

Furthermore, there are provisions of £62.8m

for gaming tax in Austria.

Non-current liabilities were £2,013.6m, a

decrease of £86.6m from the balance

of £2,100.2m at 2022. This reduction is

predominantly due to the movement in

borrowing driven by foreign exchange

translations. In addition, the deferred

tax liability decreased by £59.1m, mainly

driven by the unwind of deferred tax on the

acquisition accounting. Lease liabilities have

remained broadly in line with prior year.

Additionally, provisions for customer claims

of £104.7m, £98.8m relating to William Hill

and Mr Green brands and £5.9m relating to

888, are currently recognised as non-current

liabilities.

Net assets of £79.9m was a decrease of

£79.3m compared to £159.2m at 2022.

CHIEF FINANCIAL OFFICER'S REPORT CONTINUED

STRATEGIC REPORT

GOVERNANCE FINANCIAL STATEMENTS SUPPLEM ENTARY IN FORMATION

888 HOLDINGS PLC

CASH FLOWS

Overall, the Group had a cash outflow of

£61.4m in the year, compared to an inflow

of £128.2m in 2022. This resulted in a cash

balance of £256.2m as at 31 December 2023

(£317.6m at 31 December 2022), although

this included customer deposits and

other restricted cash of £127.8m such that

unrestricted cash available to the Group was

£128.4m compared to £176.3m in 2022.

Cash flow from operations was a £151.4m

inflow compared to an outflow of £30.2m in

2022. This increase was partly due to a full

year of EBITDA from the enlarged business

in 2023, as well as lower working capital

outflows.

Disposals of £41.8m represented the

proceeds on the sale of non-core assets

including the Latvia business and the sale

and leaseback of certain freeholds.

Capital expenditure was £68.4m in 2023, a

reduction from £76.8m reflecting synergies

and ongoing cost control.

NET DEBT

31 December

2023

£’m

31 December

2022

£’m

Borrowings (1,661.1) (1,702.3)

Loan transaction fees (96.6) (112.7)

Gross Borrowings (1,757.7) (1,815.0)

Lease liability (87.6) (89.0)

Cash (excluding customer balances) 128.4 176.3

Net Debt (1,716.9) (1,727.7)

LTM pro forma Adjusted EBITDA 308.3 310.6

Leverage 5.6x 5.6x

CASH FLOWS

2023

£’m

2022

£’m

Cash generated from operating activities before

working capital 233.3 139.6

Working capital movements (81.9) (169.8)

Net cash generated from/(used in) operating activities 151.4 (30.2)

Acquisitions 0.0 (386.8)

Disposals 41.8 33.0

Capital expenditure (68.4) (76.8)

Net movement in borrowings incl loan transaction fees (35.8) 527.6

Proceeds from equity placing 0.0 158.5

Net interest paid (138.1) (75.6)

Settlement of derivatives (10.8) —

Other movements in cash incl FX (1.5) (21.5)

Net cash (outflow)/inflow (61.4) 128.2

Cash balance 256.2 317.6

Gross Debt (1,757.7) (1,815.0)

Net Debt (1,716.9) (1,727.7)

Payment of lease liabilities represented

£31.8m of lease liability payments in the

period, with the increase over the prior

year driven by the acquisition of William

Hill and its associated retail estate, as well

as from the sale and leaseback of freehold

properties in the year.

Included within net movement in borrowings

were £4.0m of principal payments, relating

to the 1% annual amortisation on the US$

Term Loan B.

Net interest paid of £138.1m predominantly

related to the borrowings undertaken.

Settlement of derivatives of £10.8m paid in

the year related to hedging instruments.

Other movements included £4.3m further

investment in 888AFRICA, as well as dividend

income received from associates of £5.9m.

NET DEBT

The gross borrowings balance as at 31

December 2023 was £1,757.7m. The earliest

maturity of this debt is in 2026, which is

£11m, with most of the debt maturing across

2027 and 2028. In addition to this, the Group

has access to a £150m Revolving Credit

Facility maturing in January 2028, which was

undrawn at 31 December 2023, consistent

with 31 December 2022.

The debt is across GBP sterling, Euro and

US Dollar; with 49% of the debt in Euro;

43% in GBP and 8% in USD. The Group has

undertaken hedging activities such that 70%

of the interest is at fixed rates and 30% at

floating rates with the hedging relationships

in place for three years to 2025. The Group

continues to assess all opportunities to

optimise its debt capital structure and

manage its debt facilities.

The net debt balance at 31 December 2023

was £1,716.9m with a net debt to EBITDA

ratio of 5.6x. This compares to £1,727.7m and

5.6x respectively as at 31 December 2022.

The reduction in net debt is predominantly

due to foreign exchange movements on

the USD and EUR denominated debt

principal amounts, together with lower loan

transaction fees. This is partly offset by lower

closing cash position following outflow of

cash detailed above.

SEAN WILKINS

Chief Financial Officer

26 March 2024

ANNUAL REPORT & ACCOUNTS 2023

RISK MANAGEMENT

Harinder Gill

Chief Risk and Intelligent Automation

Officer

INTRODUCTION

The culture of compliance remains at the

heart of our activities and drives continuous

improvement in risk management across the

business.

2023 has been a transformative year in

developing and embedding our Enterprise

Risk Management Framework across the

organisation whilst actively addressing and

remediating historical deficiencies.

Our top priority is to ensure the long-term

sustainability and success of the business,

and effective risk management plays a

critical role in achieving this goal.

During 2023 we substantially improved the

risk profile of the Group, underscoring our

steadfast commitment to strengthening

our control environment. Through strategic

initiatives and enhanced governance

measures, we have significantly enhanced

our resilience to emerging risks while

fostering a culture of accountability

and transparency.

KEY DEVELOPMENTS IN 2023

• Conclusion of historical GBGC issues:

During the year, the Group reached a

regulatory settlement with the Great

Britain Gambling Commission (GBGC)

relating to social responsibility and anti-

money laundering failings at William Hill

which occurred in 2020 and 2021. Whilst

the failings occurred under previous

ownership and management, we took

the findings incredibly seriously, working

collaboratively with the GBGC on several

initiatives which will have a long-term,

positive impact. As part of the settlement

we agreed two licence conditions, both

of which were fulfilled by the February

2024 deadline. This included the

external audit of policies, procedures,

and controls by an independent third

party which concluded that there is

a comprehensive and mature control

framework across all entities. No high

priority recommendations were raised.

Feedback is expected imminently from

the GBGC, and we are highly confident

that this will be positive following the

significant strengthening of our control

environment.

OUR TOP PRIORITY IS

TO ENSURE THE LONG-

TERM SUSTAINABILITY

AND SUCCESS OF THE

BUSINESS, AND EFFECTIVE

RISK MANAGEMENT PLAYS

A CRITICAL ROLE IN

ACHIEVING THIS GOAL.

• Enhanced compliance structure driving

higher standards: In January 2023 we

self-identified and self-reported issues

related to certain shortcomings in our

compliance processes related to VIP

accounts in the Middle East. Following

this, we engaged proactively with the

Gibraltar Gaming Commission in relation

to this issue and reached a regulatory

settlement during the year, with the

Gibraltar regulator being complimentary

about the proactive, swift, and robust

remedial actions we took, as well as the

enhanced policies and procedures that

are now in place. The identification of this

issue and ensuing actions we took reflect

the proper functioning of the Group’s

enhanced compliance culture and serve

as a good example of what a proactive

approach to risk management looks like.

• Board Risk Appetite Statement: In 2023

we redefined our Board Risk Appetite

Statement, which plays a vital role in

promoting a risk-aware culture within the

organisation, enhancing decision-making

processes, and ultimately contributing to

the achievement of strategic objectives.

• Strengthened risk governance and

management oversight: Established

robust committee structures, ensuring

effective execution of mandates

and comprehensive oversight of

risk management activities, while

implementing clear escalation

mechanisms for timely identification

and response to both risk threats and

opportunities.

• Improved risk accountability: Established

clear roles and responsibilities, fostering

a culture of engagement, accountability,

and proactive risk management across

every business unit.

• Embedding risk incident management:

Developed a centralised procedure

for providing robust oversight of risk

incidents arising throughout the course

of the year, ensuring swift and effective

resolution while promoting organisational

learning and continuous improvement in

risk management practices.

KEY PRIORITIES FOR 2024

• Cultivating a strong risk culture: Ensuring

risk management is understood and

prioritised by every employee as the

business continues to promote a culture

of risk awareness, accountability, and

engagement, through targeted training,

communication, and recognition

programme.

STRATEGIC REPORT

GOVERNANCE FINANCIAL STATEMENTS SUPPLEM ENTARY IN FORMATION

888 HOLDINGS PLC

• Advance risk technology and analytics:

Invest in cutting-edge risk management

technologies and advanced data

analytics techniques, including artificial

intelligence, machine learning and

predictive analytics to derive actionable

insights, enabling informed decision-

making and proactive risk management

strategies.

• Promote innovation in risk management:

Encourage innovation in risk

management practices, including

the adoption of agile methodologies

and novel solutions to complex risk

challenges, ensuring resilience and

competitiveness,

• Stay abreast of regulatory change:

Monitor and adapt to evolving regulatory

requirements and industry standards,

actively participating in consultations

where possible, to drive optimal outcomes

for our business and customers.

• Continuous improvements: Regularly

evaluate the effectiveness of risk

management strategies, frameworks, and

processes, leveraging lessons learned

to drive continuous improvement and

resilience in the face of evolving threats

and uncertainties.

BOARD AUDIT & RISK COMMITTEE

The Board Audit & Risk Committee sets

the Risk Appetite, aligned with strategic

objectives; oversees the effectiveness

of the risk management framework;

and ensures compliance with policies

and procedures.

BOARD ESG COMMITTEE

The Board ESG Committee provides

Board-level oversight of 888’s ESG

strategy, targets and progress against

key performance indicators.

EXECUTIVE RISK AND

SUSTAINABILITY COMMITTEE

EXECUTIVE

COMMITTEE

The Executive Risk and Sustainability Committee provides executive oversight over

the implementation and execution of the risk management framework to support the

Board in managing principal and emerging risks to its long-term strategic objectives,

including its impact on its sustainability strategy. It provides comprehensive analysis

and recommendations to the Executive Committee assisting it in making informed

decisions, contributing to the overall success and sustainability of the organisation.

RISK

REPORTING

RISK

STRATEGY

RISK

CULTURE

RISK

MANAGEMENT

BUSINESS

CONTINUITY

AND RESILIENCE

INCIDENT

MANAGEMENT

RISK

MONITORING

;

FINANCIAL CRIME COMPLIANCE DATA PROTECTION ESG

Committees and Forums have delegated authority from the Executive Risk and

Sustainability Committee to support the Group Chief Risk Officer in exercising specific

and topical risk management responsibilities, playing a crucial role in promoting a

culture of risk awareness, compliance and accountability.

DIVISIONAL COMMITTEES AND FORUMS

ENTERPRISE RISK MANAGEMENT FRAMEWORK

Establishing an infrastructure that manages the Company’s overall risk exposure, generates

competitive advantages, and creates business opportunities.

RISK GOVERNANCE

The risk management governance

framework is in place to oversee and

manage all business activities and

includes specific roles, responsibilities, and

decision-making processes. It supports

the Company’s risk management strategy

and assists the effective implementation,

and effective and efficient alignment of the

risk strategy with overall Company goals

and objectives. Our three lines of defence

model consists of three distinct lines of

responsibility and provides a clear and

transparent risk management and reporting

framework to support the Board in its

oversight responsibilities.

An overview of the Group's risk management

governance structure along with key

responsibilities is outlined opposite.

ANNUAL REPORT & ACCOUNTS 2023

RISK STRATEGY

Our risk strategy takes a holistic approach

to risk management that not only addresses

potential threats but also embraces

opportunities for growth and innovation. Our

risk strategy is geared towards identifying,

assessing, and optimising both risks and

opportunities, enabling us to navigate

uncertainties while driving sustainable value

creation for our stakeholders. It involves:

• Comprehensive risk assessment: We

conduct thorough assessments to identify

and evaluate potential risks that could

impact our business operations, financial

performance, and reputation.

• Opportunity-centric approach: Our risk

strategy incorporates an opportunity-

centric mindset, where we actively seek

out and capitalise on opportunities for

strategic growth and differentiation.

We leverage market trends, customer

insights, and emerging technologies to

identify and pursue opportunities that

align with our business objectives.

• Risk-informed decision making: We

integrate risk considerations into our

decision-making processes, balancing

the potential risks and rewards

associated with various initiatives and

investments. This enables us to make

informed decisions that optimise risk-

adjusted returns and maximise value

creation while managing potential

downside risks.

• Operational resilience and business

continuity: We prioritise operational

resilience and business continuity,

implementing robust plans and measures

to ensure the continued delivery of

critical services and functions during

disruptive events.

• Horizon scanning and emerging risks:

We conduct horizon scanning exercises

to identify emerging trends, technologies,

regulatory changes, and market

dynamics that could pose risks or create

opportunities for our organisation.

• Staff well-being and engagement: We

prioritise the wellbeing and engagement

of our staff, investing in training,

development, and support programmes

to empower our staff to identify and

respond to risks and opportunities in their

areas of expertise.

By adopting a proactive approach to risk

management that considers both risks and

opportunities, we aim to unlock value, drive

innovation, and sustain long-term success

for our organisation and its stakeholders.

Through strategic risk-informed decision-

making, and staying vigilant to emerging

risks and opportunities, we strive to position

ourselves for growth and resilience in an

increasingly complex and competitive

business landscape.

RISK MANAGEMENT CONTINUED

RISK ACCOUNTABILITY

In 2023, we implemented an enhanced

accountability structure across each of our

business units and supporting functions.

With the introduction of key roles including

Accountable Executives, Risk Champions,

and Accountable Business Risk Partners, we

are reinforcing our commitment to proactive

risk management and governance.

These appointed individuals will play pivotal

roles in driving risk awareness, fostering

a culture of accountability and ensuring

effective risk response strategies are in place

within their respective business units. Their

expertise and dedication will strengthen

our overall risk framework, enabling us

to navigate challenges with confidence

and uphold our commitment to delivering

sustainable value to our stakeholders.

STRATEGIC REPORT

GOVERNANCE FINANCIAL STATEMENTS SUPPLEM ENTARY IN FORMATION

888 HOLDINGS PLC

RISK APPETITE

The Group’s risk appetite is to take on

calculated and manageable risks that

are aligned with the strategic objectives.

Whilst we continue to take our regulatory

and compliance obligations seriously and

will aim for minimal risk exposure, we are

prepared to take risks in other areas, where

we have the ability to create value through

selective risk taking in accordance with our

risk appetite, while having the necessary

tools and capability to effectively manage

the exposure.

The Board-level risk appetite is defined

for level two risk categories of our risk

taxonomy, which consists of 31 sub-

categories of the four level One, Strategic;

Financial; Operational; and Regulatory,

risks faced by the business. It is formally

articulated through the Risk Appetite

Statement (RAS) and consists of both

qualitative statements, which articulate

acceptable levels of risk for the risk

categories, and quantitative metrics, which

monitor actual risk exposure.

The adopted risk appetite determines our

approach to risk management, the level of

controls applied and therefore the resources

allocated.

We have defined Board-level Key Risk

Indicators with three tier tolerance

thresholds defined. Level one and two

breaches act as early warning indicators

and suggest that while risks are operating

within acceptable risk appetite levels, they

are approaching the maximum tolerance

level. Further action is then taken to ensure

risks remain within an acceptable level. The

level three threshold is the upper limit of risk

and once reached, indicates that risks are

outside acceptable risk appetite. Immediate

action needs to occur to bring risks within

acceptable levels.

The following principles guide the Group’s

overarching appetite for risk and determine

how these are managed.

RISK APPETITE

Amount and type of risk we are

willing to accept to meet our

strategic objectives.

RISK TOLERANCE

Maximum risk we are willing to

take.

RISK TARGET

Optimal level of risk we

want to take.

RISK LIMIT

Thresholds to

monitor actual

risk exposure

and its deviance

from target or

tolerated risk

levels.

appetite

Low Moderate High

Strategic

• The Group’s strategic goals centre

on enhancing our customer value

proposition and creating competitive

advantages through data-led insights

and intelligent automation and delivering

excellence through our products and

technology. Whilst the business maintains

a conservative stance towards risks

that may compromise its brand and

reputation, it is prepared to accept

higher levels of risk within its discretion

to enhance agility in addressing the

demands of a dynamic and evolving

business regulatory landscape.

• The Company is dedicated to building a

sustainable business and the Group has

a low tolerance to risks that could disrupt

the critical foundations of its strategy

and mission.

Financial position

• The Group upholds prudent financial

management practices to maintain a

strong stable financial position, which

includes effective budgeting, cash flow

management, and debt management to

optimise liquidity and ensure long-term

financial sustainability.

• Our capital allocation strategy is guided

by a disciplined approach to prioritise

investments that support our strategic

objectives and generate sustainable

returns. We evaluate risk-adjusted

returns, assess capital requirements, and

optimise our capital structure to enhance

shareholder value.

• We are committed to transparent

financial reporting, providing accurate

and timely information to stakeholders.

This involves adhering to accounting

standards and regulations, as well as

implementing robust internal controls to

safeguard financial integrity.

Operational activities

• The Group prioritises operational

efficiency whilst ensuring returns are

in line with our risk tolerance. We drive

efficiencies across various operational

functions to enhance profitability.

• Upholding the highest standards

of ethics is paramount within our

organisation. We foster a culture of

integrity, ensuring compliance with laws

and regulations. Any attempts to defraud,

misappropriate assets or circumvent

policies are met with zero tolerance.

ANNUAL REPORT & ACCOUNTS 2023

We entertain our

customers with

safe gambling

experiences.

We work as one

inclusive team

to achieve great

things.

We aim for

excellence,

encourage

creativity,

and have fun.

RISK CULTURE

COMPANY VALUES

BEHAVIOURS

PERSONAL ETHICS

PERSONAL

PREDISPOSITION

TO RISK

RISK APPETITE CONTINUED

Operational activities continued

• As an online B2C and B2B business,

the reliability and security of our IT

infrastructure is indispensable for

maintaining regulatory compliance

and customer loyalty. We maintain a

conservative attitude towards technology

disruptions given their potential to

significantly impact core business

operations.

• We are dedicated to customer excellence

by providing a highly personalised

customer-led offering allowing them

to navigate our products and services

seamlessly, resources and tools that

enable them to make informed decisions

and top-tier customer service, to derive

maximum value from their interactions

with our brand.

Regulatory Compliance

• The business embeds a proactive

compliance culture throughout the

organisation, ensuring adherence to

regulatory requirements. This involves

transparent governance, continuous

training and robust monitoring supported

by clear roles and accountabilities.

• We engage with regulatory authorities,

industry associations and stakeholders

to keep abreast about regulatory

changes, contributing to best practices

and advocating responsible gambling

measures. This collaborative approach

prioritises player safety and social

responsibility.

• We integrate compliance into strategic

planning and decision-making processes

to anticipate compliance challenges,

mitigate risks and identify opportunities

for sustainable growth.

• We are committed to continuous

improvements with regular reviews and

updates to policies, procedures and

controls to ensure adaptability to evolving

regulatory landscapes and emerging

risks.

THE VALUES, BELIEFS,

KNOWLEDGE AND

UNDERSTANDING ABOUT

RISK, SHARED BY A GROUP

OF PEOPLE WITH

A COMMON PURPOSE.

RISK CULTURE

We recognise that embedding a strong

risk culture is essential to achieve an

Enterprise Risk Management Framework

which empowers and encourages all our

colleagues to identify and mitigate against

threats, explore opportunities, and achieve

the Company’s mission as one team.

Following the launch of our new Company

values in 2023, we have aligned each of

these with our risk values. Striving to ensure

these risk values are embedded throughout

our Company risk culture is a priority.

RISK MANAGEMENT CONTINUED

STRATEGIC REPORT

GOVERNANCE FINANCIAL STATEMENTS SUPPLEM ENTARY IN FORMATION

888 HOLDINGS PLC

RISK MANAGEMENT METHODOLOGY

Our risk management methodologies draw

from a range of industry best-practice and

established guidance, including the Institute

of Risk Management, ISO 31000, and

Committee of Sponsoring Organizations,

COSO framework, to provide robust and

comprehensive coverage of risks from

identification through to monitoring.

In 2023 this has included redefining our

risk taxonomy to give greater clarity,

understanding and accountability to risks at

each level of the organisation, and ensure

these are mapped dynamically to our

controls and risk performance. The diagram

below shows an overview of activities at

each stage of risk management, applied to

every risk type, every time.

In 2024, we seek to enhance our risk

management methodologies further by

extending the use of our established risk

methodologies and applying these to risk

opportunities. This will contribute to our

Value Creation Plan by utilising the same

rigorous process used to treat threats and

using that to consider how uncertainties

and changes to our business environment

can be used as opportuwnities to raise

our game and drive improved gaming

experience for our customers and value for

our stakeholders.

1. Identify: The initial stage involves identifying

and recognising risks that could impact our

objectives. This phase requires comprehensive

examination of potential events, their causes

and potential consequences, whether they are

opportunities (upside risk) or threats (downside

risks). This includes Business-As-Usual risk

management through risk register activities

and key risk indicator breaches as well as ad

hoc risk incident management.

2. Assess: The assessment stage involves

analysing and evaluating these risks

considering both their likelihood of occurrence

and the potential impact they might have

on the organisation using an enhanced risk

assessment matrix. In this step, we calculate

the inherent risk and assess any existing

controls to arrive at a residual risk rating, which

is then calibrated against our Board-level risk

appetite. This step helps prioritise risks based

on their significance.

3. Respond: Following the risk assessment, we

then need to develop strategies or responses

to manage the risks effectively. This stage

includes selecting appropriate actions, based

on their prioritisation and impact assessment.

Controls implemented to treat a risk are

considered on the basis both of design and

performance effectiveness and are regularly

assessed through control testing to ensure that

the risk response is effective and appropriate.

4. Monitor: This stage focuses on

continuously monitoring risk factors,

tracking the effectiveness of risk responses

and adjusting strategies as needed to ensure

ongoing risk management and mitigation.

We utilise metrics such as Key Risk Indicators

and other performance management activity,

reported regularly through the risk governance

structures from local levels, through to Executive

Committee’s and Board, based on severity.

If there are any material changes to the

performance of a given risk, then this will trigger

further risk activity. Our regulatory assurance

team provide additional second line of defence

oversight, which provides continuous monitoring

and testing through target reviews.

IDENTIFY

ASSESS

MONITOR

RESPOND

BUSINESS CONTINUITY

We operate a Business Continuity

Management System (BCMS) which covers

all global offices and locations where it

is deemed to be beneficial in supporting

our business, our customers, and our

colleagues or is a regulatory requirement.

The programme is aligned to the principles

of ISO 22301:2012.

The firm operates a mixed work area

recovery strategy, which includes work

transfer, work from home and standing down

of non-critical activities.

The BCMS is supported by a Group-wide

Business Continuity Policy and a Group-

wide Major Incident Management (MIM)

Framework.

MIM is used to support any unplanned

events, which have the potential to, or cause

actual major disruption to the business. The

MIM process is subject to regular review

and testing and was most recently invoked

to successfully manage any operational

impacts arising from the outbreak of war in

Israel, where we have a large local office, in

October 2023.

ANNUAL REPORT & ACCOUNTS 2023

RISK

CATEGORY RISK SUMMARY

ACCOUNTABLE

EXECUTIVE

STRATEGY

LINK IMPACT

RISK

TREND

STRATEGIC

RISKS

Brand &

Reputation

The risk of operational or compliance failures

posing a significant risk to our brand and public

image, potentially undermining our ability to

achieve strategic objectives. Such setbacks

can erode stakeholder trust and diminish our

competitive edge.

Chief Strategy

Officer

1, 2

ESG The risk that the business does not meet its

environmental, sustainability or governance

objectives.

Chief Strategy

Officer

1, 2

FINANCIAL

RISKS

Market Risk The risk that changes in financial market prices,

interest rates, exchange rates and market

volatilities lead to issues with suppliers and lenders,

increased costs, and reduced profitability.

Chief Financial

Officer

2, 3

Liquidity

& Capital

Management

The risk that the business fails to meet immediate

and future cash flow needs or to access the capital

required for growth and strategic execution,

potentially impairing operational capabilities, and

financial sustainability.

Chief Financial

Officer

OPERATIONAL

RISKS

People Risk The risk that the business fails to retain key

colleagues or recruit sufficient experienced

employees to achieve its targets and objectives.

Chief People

Officer

1, 2

Third-party

Risk

The risk of potential threats and vulnerabilities

arising from the involvement of external parties,

such as vendors, supplies, contractors, and

partners.

Chief Financial

Officer

1, 2

Information

Security

The risk of potential threats and vulnerabilities

that can compromise the confidentiality, integrity,

and availability of the business information assets.

It involves the unauthorised access, disclosure,

alteration, destruction, or disruption of sensitive

information including data, systems, networks, and

applications.

Chief Information

Technology

Officer

1, 2

Product &

Technology

The risk of material adverse outcomes in

development, production, or distribution of

products and content, alongside vulnerabilities in

using, deploying, and managing technology.

Chief Product

Officer

1, 2

REGULATORY

AND

COMPLIANCE

RISKS

Regulatory

and

Compliance

The risk of potential failure to adhere to relevant

laws, regulations and industry standards including

safer gambling practices and tax regulations.

Such non-compliance could materially affect the

Company’s offering, financial performance, and

legal and regulatory position.

Chief Risk

& Intelligent

Automation

Officer

Anti-Money

Laundering

(AML)

The risk of not meeting the regulatory requirements

in relation to AML and Counter Terrorist financing.

Online platforms can be attractive targets for

criminals to launder illicit funds by depositing

and withdrawing large sums in singular/multiple

transactions.

Chief Risk

& Intelligent

Automation

Officer

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks and uncertainties that are considered to have a potentially material

impact on the Group’s strategic objectives are set out on the following pages, along

with more detailed commentary and a summary on how the Group mitigates these risks

in the context of our Board Risk Appetite. This list is not exhaustive but encompasses

management’s assessment of those risks which require considered response at this time.

Links to strategic outcomes

1. Drive profitable and sustainable revenue growth

2. Improve profitability and efficiency through operating leverage

3. Deleverage through disciplined capital allocation

KEY

Impact

Negligible

Minor

Moderate

Major

Critical

Trend

Increasing Risk

Stable Risk

Decreasing Risk

RISK MANAGEMENT CONTINUED

STRATEGIC REPORT

GOVERNANCE FINANCIAL STATEMENTS SUPPLEM ENTARY IN FORMATION

888 HOLDINGS PLC

BRAND & REPUTATION RISKS

Accountable executive Impact Risk trend

Chief Strategy Officer

The Group relies on its world-class brands across its key

markets, with brand reputation being a key driver of customer

choice. As such, maintaining a strong reputation is critical to

the ongoing success of the Group.

In various regions where our business operates, there is an

ongoing trend towards the enhancement of regulations

focused on safer gambling and the protection of consumers.

This trend is particularly aimed at safeguarding underage

individuals and players who are vulnerable or at heightened

risk of harm.

Media reporting on the industry has seen continuing and

increased criticism of how individual customers have been

treated. This has led to further calls for additional regulation,

particularly around responsible gambling, affordability and

advertising, and any failure to ensure the business is fully

compliant would result in significant reputational damage, in

addition to sanctions imposed by regulators.

How we manage and mitigate the risk

The business has strong governance policies, procedures

and processes in place to ensure it not only meets its

regulatory obligations but also ensures adequate protection

for customers when they use its services. The Group conducts

regular reviews of our governance, oversight, and control

mechanisms to prevent non-compliance and enhance areas

identified for improvement. This proactive approach ensures

the integrity and effectiveness of our operations, aligning with

best practices and regulatory standards.

All employees receive training designed to foster a safer

gaming environment, equipping them with the skills to identify

and respond to harmful behaviours or underage participation

in both our online and physical retail operations. We provide

vulnerable customers with tools, support, and information on

responsible gaming, collaborating with gambling protection

experts, regulators, and internal teams to adopt and monitor

social responsibility guidelines and proactive communications

and measures for all customers.

The business is committed to maintaining the hard-

won reputation of its brands, with the corporate affairs,

marketing, compliance, risk, and legal teams working closely

with operational and frontline management to ensure all

employees are trained and engaged in acting responsibly

towards all internal and external stakeholders.

ESG RISKS

Accountable executive Impact Risk trend

Chief Strategy Officer

The Group is dedicated to implementing and maintaining

robust policies, procedures, and controls that ensure the

effective delivery of our Environmental, Social, and Governance

(ESG) objectives.

ESG issues include risks such as climate change, player

protection, diversity & inclusion, cybersecurity concerns and

social responsibility not just to employees and customers

but also to the communities where the business bases its

operations and retail outlets. ESG risks, particularly those

related to climate, often present unique characteristics distinct

from other types of risk. They are typically marked by a lack

of extensive historical data and exhibit non-linear patterns,

complicating their forecasting and management efforts.

The Group’s strategic focus is on protecting our players from

gambling-related harm, creating an engaging and inclusive

environment where colleagues can thrive and protecting the

environment by achieving net zero direct carbon emissions

by 2030.

How we manage and mitigate the risk

Key ESG policies, procedures and controls to support the ESG

framework are reviewed and updated on an ongoing basis

by the Executive-level Risk and Sustainability Committee, with

overall oversight provided by an ESG Committee of the Board.

The business maintains oversight of the Group’s performance

against its sustainability strategy (as defined in the Company’s

ESG Framework and as amended from time to time), including

the monitoring of any material risks which could threaten the

financial and operational performance of the Company and

its strategic objectives, including its commitment to corporate

social responsibility.

The Group has developed sustainability metrics and measures

to monitor progress on performance against management

initiatives and any sustainability-related commitments

communicated externally in support of the Company’s

objectives.

Management constantly reviews global developments and

considers the Company’s position on emerging sustainability

issues as well as reviewing any other matters relevant to

sustainability or ESG issues raised.

KEY

Impact

Negligible

Minor

Moderate

Major

Critical

Trend

Increasing Risk

Stable Risk

Decreasing Risk

ANNUAL REPORT & ACCOUNTS 2023

MARKET RISKS

Accountable executive Impact Risk trend

Chief Financial Officer

The acquisition of William Hill was funded through various

means, including significant debt facilities. The Group

has implemented a series of hedging strategies, securing

approximately 70% of our interest costs at fixed rates for the

next two years, while also aligning the currency composition of

our debt more closely with that of the Group’s financial profile.

Despite these measures, the Group remains susceptible to risks

associated with changes in interest rates and currency values.

Such fluctuations could elevate our borrowing costs, potentially

diverting financial resources away from critical areas such as

growth initiatives, marketing efforts, and the development and

launch of new products and projects.

The Group is also exposed to foreign exchange rate

fluctuations and risks in its financial reporting. A substantial

part of the Group’s deposits and revenues are generated in

GBP, EUR and other currencies, whilst the Group’s operating

expenses are largely incurred in local currencies, primarily

GBP, EUR, ILS and USD with incremental exposure to operating

expenses in Swedish Krona and Polish Zloty. The Group also

has debt servicing costs which are denominated in USD and

EUR, partially hedged in GBP.

How we manage and mitigate the risk

The Group has implemented measures to mitigate the risks

associated with variable interest rates, successfully hedging

70% of our loans against interest rate fluctuations. Additionally,

our treasury team continually seeks to optimise our debt

portfolio by leveraging market opportunities. We are also

enhancing our operational cash flow forecasting and cash

management practices, regularly reporting on unrestricted

and available cash balances, and ensuring compliance with

our banking covenants. Management diligently monitors our

liquidity buffer and provides regular updates on our liquidity

headroom, including modelling downside sensitivities and

scenarios.

We have effectively reduced foreign exchange risk by

adopting policies to hedge certain costs in GBP, including

negotiating with suppliers to change invoicing to GBP. The

Group has entered FX or cross-currency swaps to hedge

part of its ongoing USD and EUR exposure arising due to the

acquisition financing and its ongoing EUR exposure under

outstanding notes. We have also secured forward contracts to

hedge the Israeli Shekel (ILS) against revenues in Canadian

Dollars and GBP, further solidifying our financial stability.

LIQUIDITY & CAPITAL MANAGEMENT RISKS

Accountable executive Impact Risk trend

Chief Financial Officer

Liquidity risk is the risk that the Group has insufficient funds

available to settle its liabilities as they fall due. The Group

generates strong operating cash flows and aims to maintain

sufficient cash balances to meet its anticipated working

capital requirements based on regularly updated cash flow

forecasts. Liquidity requirements that cannot be met from

operational cash flow or existing cash resources would be

satisfied by drawings under the Group’s Revolving Credit

Facility and overdraft facility.

We fund our investments in people, product, marketing, and

technology with positive cash flows generated from our trading

activities and available cash resources. As the business

continues to invest in strengthening its core capabilities there

could be increased need to reduce operating costs and

improve liquidity by removing duplications, delivering best in

class and scalable shared functions, and driving efficiency to

reinvest in growth.

How we manage and mitigate the risk

We manage our liquidity risk through continual focus on

the Group’s operational cash flow forecasting capabilities

and management of cash in the business, by reporting on

unrestricted and available cash balances, and by ensuring

we remain within our banking covenants. The Group also

maintains a £150m Revolving Credit Facility from which it can

draw in the event there is a need for liquidity.

Our current priority is to reduce our leverage, with a strong

focus on disciplined capital allocation and prioritising cash

generation and debt reduction, including the suspension of

dividends until leverage is below 3x.

Management performs stress tests and reverse stress tests

to identify conditions that would be required to compromise

the Group’s liquidity. Plans and actions are thereafter put in

place to further conserve or generate cash to mitigate such

scenarios occurring.

RISK MANAGEMENT CONTINUED

KEY

Impact

Negligible

Minor

Moderate

Major

Critical

Trend

Increasing Risk

Stable Risk

Decreasing Risk

STRATEGIC REPORT

GOVERNANCE FINANCIAL STATEMENTS SUPPLEM ENTARY IN FORMATION

888 HOLDINGS PLC

PEOPLE RISKS

Accountable executive Impact Risk trend

Chief People Officer

Our colleagues across all our business functions are vital

to ensuring our day-to-day operations are undertaken

efficiently and effectively and to the successful delivery of our

strategic business objectives. Competition for highly qualified

personnel is elevated in many of the locations in which the

Group is based. Ensuring our colleagues are well remunerated,

managed and supported is fundamental to the success of the

business.

The integration and operating model changes following

the acquisition of the William Hill have introduced some

uncertainty for our colleagues across the business, which does

carry a risk with regard to staff retention in particular, but also

recruitment in the short term.

How we manage and mitigate the risk

The Group continually benchmarks remuneration and benefits

packages against similar businesses to ensure we remain

competitive, which helps to ensure we retain key employees,

and continue to attract new quality recruits to support the

delivery of our strategy.

Management ensure that regular communication is held with

all our colleagues so that they are aware of any organisational

changes as soon as possible, particularly for those affected

either directly or indirectly.

Our People team has a number of strategies in place to ensure

that we do our utmost to protect both the physical and mental

wellbeing of all our colleagues.

The Board has an active Nominations Committee, which is

responsible for succession planning at the Board and senior

management levels and is supported as necessary by external

executive recruitment agencies. Succession planning is also

undertaken for our other management positions and for key

personnel across all business functions.

THIRD-PARTY RISKS

Accountable executive Impact Risk trend

Chief Financial Officer

To effectively deliver our products and services to customers

the Group has reliance upon certain critical suppliers of

technology, payment services, marketing, gaming products,

sports content and media. The effective management of

critical third-party relationships and performance is key to

delivering our strategic objectives. Any failure of our suppliers

to provide services to us may have a significant adverse

impact on our own operations.

The Group also has certain strategic partnerships where we

supply third-party operators with business-to-business (B2B)

gambling services in the United States. Any risks to our B2B

partnerships or meeting our contractual obligations with them

must be managed to ensure the long-term viability of our

operations linked to these relationships, and to ensure we can

meet our strategic growth targets.

How we manage and mitigate the risk

The business ensures that we manage and maintain all our

B2B partnerships commercially, including the functionality and

technology of the B2B platforms offered, competitive pricing,

maintaining an ongoing relationship with B2B partners, and

ensuring that 888 has good relationships with all our strategic

partners so that we have a clear understanding of the

requirements and expectations of our B2B partners and their

stakeholders.

Key suppliers are managed through supplier relationship

management with procurement and operational managers

and through regular reviews of performance against service

level agreements (SLAs), with mitigating action taken where

variances are identified. Regular supplier financial due

diligence is monitored and assessed to ensure suppliers have

no liquidity problems and hence operational concerns that

could impact our ability to serve our customers.

ANNUAL REPORT & ACCOUNTS 2023

INFORMATION SECURITY RISKS

Accountable executive Impact Risk trend

Chief Information

Technology Officer

There is an ongoing risk that cyber-attacks, such as

Distributed Denial of Service (DDoS) by malicious third parties,

could impact our technology systems and, consequently, our

operations. This risk extends to the potential theft or misuse

of customer and business data by both internal and external

entities.

Cyber-attacks leading to data theft could expose the Group

to 'ransom' demands or regulatory sanctions including

fines and reputational damage, which could lead to loss of

customer confidence in the business.

The loss of availability of our technology and

communication systems, or those in our key suppliers’

infrastructure could cause significant disruption and cost

to the business, and lead to revenue loss both during

the incident and in the aftermath if customers move

their business to our competitors. Lengthy down-time

could also cause us to breach regulatory obligations.

How we manage and mitigate the risk

Measures to mitigate the risks to our business and technology

infrastructure include the procurement and use of anti-DDoS

services and anti-virus protection from leading suppliers.

Physical and logical network segmentation is also used to

isolate and protect our networks and to restrict malicious

activities. To minimise dependence on telecommunication

service providers, the Group invests in network infrastructure

redundancies whilst regularly reviewing its service providers.

As part of integration plans, the Group is planning to migrate

William Hill and Mr Green systems to the existing 888 platform

over the coming years which will strengthen the Business

Continuity and Disaster Recovery options currently available to

these parts of the Group.

Systems are in place which are designed to identify and alert

management to problems related to systems, key business

indicators and issues around customer service. Changes,

incidents and SLA key performance indicators are tracked to

ensure a consistent and well managed customer experience.

Capacity headroom and system-wide availability is measured

and monitored so that actions can be proactively taken to

manage any risks to service availability. Network-related

performance issues are addressed by rerouting traffic using

different routes or providers.

PRODUCT & TECHNOLOGY RISKS

Accountable executive Impact Risk trend

Chief Product Officer

As a company, we acknowledge the importance of

innovation and digital transformation, and we recognise

that these initiatives come with inherent risks. We recognise

that consolidating multiple systems can be complex and

challenging and may lead to potential disruptions in our

operations.

In pursuing our goal of building one unified global scalable

technology platform, we understand that it requires us to take

on higher levels of risk in the short term. However, we believe

that the potential rewards outweigh the risks. By creating a

unified platform, we will be able to streamline our operations,

improve efficiency, and enhance our ability to respond to

changing market conditions.

We recognise the importance of developing high-quality

products to meet the evolving needs of our customers,

however, acknowledge that this comes with inherent risks. We

understand that product and content development require

significant investments in resources, time, and expertise.

Additionally, the fast-paced and constantly changing nature

of the market may require us to take on higher levels of risk in

the short term.

How we manage and mitigate the risk

Our Product & Technology teams place the highest priority

on initiatives that are driven by compliance requirements to

ensure that we always meet our regulatory objectives. At the

same time, we recognise the importance of providing the

best possible customer experience, and we're committed

to focusing on delivering our clear Group customer value

proposition.

To achieve this goal, we’re dedicated to creating seamless

core journeys and engaging gaming experiences across all of

our product verticals, including casino, poker, and sports. By

prioritising both compliance-driven initiatives and improving

the customer experience, we believe we can achieve our

mission of delighting players with world-class betting & gaming

experiences, while meeting all regulatory requirements.

We monitor progress through quarterly planning which

undergoes a rigorous assessment and prioritisation process

to ensure our strategic objectives are being met. Key initiatives

are tracked through performance tracking.

RISK MANAGEMENT CONTINUED

KEY

Impact

Negligible

Minor

Moderate

Major

Critical

Trend

Increasing Risk

Stable Risk

Decreasing Risk

STRATEGIC REPORT

GOVERNANCE FINANCIAL STATEMENTS SUPPLEM ENTARY IN FORMATION

888 HOLDINGS PLC

REGULATORY AND COMPLIANCE RISKS

Accountable executive Impact Risk trend

Chief Risk & Intelligent

Automation Officer

Compliance with regulatory requirements is critical to

maintaining the Group’s licences, protecting our customers

and driving growth. With most of our revenue generated from

licensed jurisdictions and more countries looking to regulate,

the importance of such licences to the business is constantly

increasing.

Our strategic focus is on regulated markets, as these represent

the best opportunity for sustainable growth as regulation

drives better outcomes for customers, for the business, and

for wider stakeholders. The integrity of our privacy and data

protection framework, including the holding and processing

of personal data, is crucial to ensure compliance with our

regulatory obligations and build customer trust.

888 Holdings accepts that regulatory compliance risks may

be present in the ordinary course of business, however the

enterprise risk management approach allows us to identify

these as they arise and implement mitigations and controls

targeted at removing and reducing these risks and, where

possible, improving player experience, regulatory transparency

and stakeholder engagement. The growing complexity of the

Company’s regulatory footprint means a robust understanding

of the legal and regulatory position in key locations worldwide

is crucial to mitigating this risk combined with strong

relationships with regulators.

How we manage and mitigate the risk

We manage our regulatory risk by routinely consulting with

legal advisers in various jurisdictions where our services

are marketed, or which generate significant revenue for

the Company. We obtain frequent and routine updates

regarding changes in the law in jurisdictions applicable to our

operations, working with local counsel to assess the impact

of any changes on our operations. We constantly adapt and

moderate our services to comply with legal and regulatory

requirements, and ensure we have the correct controls in place

to assess and manage regulatory requirements.

We are in contact with regulators, either directly or through

local counsel, ensuring that we are continuously kept up to

date with regulatory updates, expectations, and changes to

technical standards and other applicable regulations.

The business also ensures compliance with safer gambling

regulations and protects customers by leveraging technologies

and promoting positive play. We continually monitor customer

behaviour and offer a range of tools to players to help them

manage their play, and we intervene where necessary.

The business also prevents access from certain restricted

jurisdictions using multiple technologies as appropriate to

ensure it is always in compliance.

We support compliance with privacy and data protection

regulations in accordance with our risk appetite. The Company

has an appointed Group Data Protection Officer to manage

our compliance with associated privacy and data protection

regulations. The Data Protection function is tasked with

advising on and monitoring compliance with key regulations,

recommending and implementing key controls such as policy

and training where required.

ANTI-MONEY LAUNDERING RISK

Accountable executive Impact Risk trend

Chief Risk & Intelligent

Automation Officer

Ensuring compliance with regulatory requirements and the

prevention of money laundering is critical to maintaining our

licences. We are committed to combating financial crime and

ensuring that proceeds of crime do not enter the business.

The EU Supranational Risk Assessment 2022 estimates the

risk level for online gambling is very high for both money

laundering and terrorist financing in the absence of controls.

Therefore, we make every effort to ensure that controls related

to AML and CFT are robust and reviewed regularly to provide

assurance.

How we manage and mitigate the risk

888 Holdings has no appetite for establishing or maintaining

relationships with anyone appearing on a relevant sanctions

list or where otherwise prohibited by applicable law or

regulation.

We maintain a robust anti-financial crime compliance

framework to effectively mitigate these risks.

We have a strong suite of AML/CFT processes, systems

and controls and routinely review and upgrade these where

required, including in response to regulatory feedback.

Throughout 2023, teams made significant enhancements

across our AML controls, specifically including; AML Scorecard,

Politically Exposed Persons Screening, Automated and

Manual Screening processes, and overall governance. This

was demonstrated by the inclusion of a sanitised William Hill

AML case study within the publication of the UK Financial

Intelligence Unit’s August 2023 ‘Suspicious Activity Reports

Reporter Booklet’ as an example of best-practice AML

responses.

Our customer facing staff are trained at least annually

to identify and report such activity to the dedicated AML

specialist teams. Our AML compliance programme and

associated compliance monitoring programme is subject

to ongoing oversight through our corporate governance

framework as well as independent internal audit.

EMERGING RISKS

Emerging risks are new and developing risks that are often

difficult to quantify but may materially affect the operations of

the business. These are usually uncertain risks external to the

business or which relate to changes in the markets in which the

Company operates. The Group takes a proactive approach to

managing them, with the objective of mitigating their impact on

the delivery of its strategy.

Examples of emerging risks include global economic changes,

increasing risk of global conflicts and geo-political volatility, the

ongoing war in Ukraine, technological advancements (including

AI), and climate change.

ANNUAL REPORT & ACCOUNTS 2023

VIABILITY STATEMENT

In accordance with provision 31 of the 2018

UK Corporate Governance Code (the 2018

Code), the Group has assessed its prospects

over a longer period than the 12 months

required by the Going Concern assessment.

The Directors confirm that they have a

reasonable expectation that the Group

will continue to operate and meet its

liabilities as they fall due, over a three-year

period to December 2026. In making this

statement, the Board has assessed the

Company’s current position, its prospects

and its strategy, as well as performed a

robust assessment of the principal risks

facing the Company both individually and in

aggregate, including those risks that could

potentially threaten the Group’s business

model, future performance, solvency or

liquidity.

The nature of the risks and opportunities

faced by the Group (in particular, the actual

or possible impact of future fiscal and

regulatory changes, regulatory actions and

the pace of technological change) limits the

Directors’ ability to make reliable longer-term

predictions. Accordingly, the Board has

agreed to maintain a three-year horizon to

allow for a greater degree of certainty in its

assumptions.

The Directors’ assessment includes a

financial review, which is derived from the

Group’s detailed bottom-up budget for

2024 and from the Group's medium-term,

top-down five-year forecast growth rates

for 2025 and 2026, being the most recent

Board-approved forecasts. It identifies the

expected cash flows, net debt headroom

and funding covenant compliance

throughout the three years under review.

With respect to the period assessed, the

Directors have considered:

• The Group’s resilience to threats to its

viability in a broad range of severe but

plausible scenarios; and

• Both qualitative and quantitative

analyses, including the combined impact

of the crystallisation of multiple risks

simultaneously, which the Directors

consider sufficiently robust to make a

sound statement.

The principal risks facing the Group, and

how the Group addresses such risks, are

described in this Strategic Report, and the

key risks are summarised in the section

‘Principal risks and uncertainties’ which can

be found on pages 36 to 41.

The most relevant of these risks to the

viability of the Group were considered to be:

• Changing regulation in Online, and

specifically: the impact of a potential

introduction of affordability measures

in the UK; a maximum stake on online

slot machines in the UK; the impact of

potential new regulations in the European

countries in which we operate; and

the impact of any breach of licence

conditions or that underlying contracts

in question are null and void given local

licensing regimes;

• Reputational impact and fines from

regulators if we have a breach in our

compliance procedures that results in

a failure to meet the expectations of

regulators, our shareholders and broader

stakeholders;

• A major cyber-attack and/or data

protection violation, resulting in the loss

of availability of our online offering,

reputational damage and fines for

breach of GDPR regulations;

• Delivery and timing of the Group’s

return on marketing investment, resulting

in reduced revenues in the markets

targeted; and

• The impact of increasing interest rates on

the Group’s floating rate debt.

Sensitivity analysis on these risks has been

undertaken to stress test the resilience of

the Group. The sensitivity analysis considers

all of the Group’s principal risks and models

the impact of those considered relevant

to the Group's viability. This modelling

tests a number of the main assumptions

underlying the forecasts, as well as effective

mitigation that could occur to avoid or

reduce the impact or occurrence of the

risk. The mitigations identified by the Group

include but are not limited to drawing down

on the Revolving Credit Facility (£150m

maturing January 2028, which was undrawn

at 31 December 2023), and stopping or

decreasing non-essential capital investment

and variable costs including marketing

spend.

Through this analysis, the Directors have

a reasonable expectation that no single

event or plausible combination of events

would be sufficient to impact its viability, and

even under the most severe but plausible

combination of events the Group will be

able to continue in operation and meet its

liabilities as they fall due over the three-year

period of assessment.

STRATEGIC REPORT

GOVERNANCE FINANCIAL STATEMENTS SUPPLEM ENTARY IN FORMATION

888 HOLDINGS PLC

ANNUAL REPORT & ACCOUNTS 2023

BOARD OF DIRECTORS

Lord Mendelsohn

Chair

Lord Mendelsohn was appointed

as Non-Executive Chair of the

Board in March 2021. He is an

experienced gambling sector

professional with more than 20

years’ industry experience that

includes co-founding Oakvale

Capital LLP, a leading M&A and

strategic advisory boutique

focusing on the gaming,

gambling and sports sectors. He

also serves as Senior Adviser to

Value Retail Plc and RG Advisors.

He co-founded LLM

Communications, a corporate

and public affairs consultancy

which was acquired by Financial

Dynamics and served as a

Managing Director and later

as Chair of the Global Issues

Division. He is an investor in early

stage and growth companies

in various sectors including

technology, leisure and energy.

Lord Mendelsohn was appointed

to be a Working Peer in the

House of Lords in October

2013. He has served as a

Shadow Minister for Business,

International Trade and

Innovation and Skills.

Age: 57

Tenure: 3 years

2023 was a year of continuing change

for the Group. During the year the focus

of the Board was on the post-acquisition

integration of 888 and William Hill.

The Board presided over significant change to the management

of the business during the year. This included the appointment

of a new CEO and new CFO followed by a transformation of the

Executive Committee early in 2024. The Board believes that the

reformed Executive Committee reflects the future needs of the

business in meeting its strategic objectives for long-term success.

Anne de Kerckhove

Senior Independent Non-

Executive Director

Anne was appointed Senior

Independent Director in

March 2021 and Workforce

Engagement Designated Non-

Executive in July 2022.

Anne is Chair of Eagle Eye

Solutions Group Plc, the loyalty

scheme technology specialist,

and a Non-Executive Director

of Blackbird plc, a cloud video

editing and publishing platform.

Previously, she was the CEO of

Freespee, Iron Capital and the

Managing Director EMEA for

Videology, Global Director of

Reed Elsevier, and COO and

International Managing Director

at Inspired Gaming Group. Anne

is an angel investor and mentor

for early-stage start-ups and

entrepreneurial funds including

CRE and Daphni. She holds a

Bachelor of Commerce from

McGill University and an MBA

from INSEAD.

Age: 51

Tenure: 6 years

Per Widerström

Chief Executive Officer

Per was appointed as the

Group’s Chief Executive Officer

and joined the Board from 16

October 2023.

Per has more than 17 years of

experience in the online gaming

industry, having most recently

held the position of CEO at

Fortuna Entertainment Group, a

market-leading omni-channel

betting and gaming business

across Central and Eastern

Europe, from 2014 to 2022.

Prior to Fortuna, Per held a

succession of senior roles

across leading online gaming

businesses from 2006 onwards,

including Managing Director of

Gala Interactive at Gala Coral

Group Plc, Chief Operating

Officer of PartyGaming plc,

Chief Integration Officer at Bwin.

Party Digital Entertainment Plc,

and group CEO and Chair of the

Board at Expekt.com.

Prior to joining the gaming

industry, Per held a range

of senior operational and

commercial roles at large

global organisations, including

COO of Kyivstar, CEO of Telenor

Mobile Sweden, and Director,

Operational Marketing and

Business Development for The

Coca-Cola Nordic Services.

Per holds a Masters in

International Accounting and

Finance from the London School

of Economics.

Age: 58

Tenure: <1 year

Sean Wilkins

Chief Financial Officer

Sean was appointed as the

Group’s Chief Financial Officer

and joined the Board from 1

February 2024.

Sean has 17 years of experience

in CFO roles at both private

and public companies, having

most recently held the position

of Group CFO of Superbet, a

leading omni-channel betting

and gaming business with

operations primarily across

Romania, Poland, Serbia and

Belgium.

Prior to Superbet, Sean held CFO

roles at several consumer-facing

businesses including Big Bus

Tours, Domino’s Pizza Group PLC,

Tesco Malaysia, Tesco Telecom,

and O2 Asia.

Sean is a chartered

management accountant

and holds a Bachelors

degree in Philosophy, Politics

and Economics from Oxford

University.

Age: 54

Tenure: <1 year

888 HOLDINGS PLC

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

SUPPLEMENTARY IN FORMATION

Mark Summerfield

Independent Non-Executive

Director

Mark was appointed as Non-

Executive Director and Chair

of the Audit (now Audit & Risk)

Committee in September 2019.

Mark worked as a Chartered

Accountant for KPMG in the UK

and US for 29 years, 18 as a

partner. His roles included Global

Head of Gaming, UK Head of

Audit for Technology, Media and

Telecoms (TMT) and UK Head

of Assurance. He has extensive

knowledge and experience in

auditing, financial reporting and

governance, as well as mergers

and acquisitions and capital

market transactions.

Mark spent most of his career

working for companies in the

TMT and leisure sectors and built

KPMG’s gaming practice, working

with a number of online gaming

operators. He was also William

Hill’s interim CFO for 15 months

from July 2016, helping set the

Group’s strategic direction and

assisting with its transformation

and technology programmes.

Age: 57

Tenure: 5 years

Limor Ganot

Independent Non-Executive

Director

Limor was appointed as a

Non-Executive Director of the

Company in August 2020. She

is managing partner of Gefen

Capital, a US-Israeli venture

capital fund that invests in

disruptive technologies; a board

member of Diners Club Israel;

a member of the management

of the Israeli friends of the

Weizmann institute of science,

which is one of the world’s

leading multidisciplinary basic

research institutions in the

natural and exact sciences;

and former co-CEO of Alon Blue

Square Israel. She is a certified

public accountant who started

her professional journey in the

corporate finance division at

KPMG and received her Bachelor

of Science in Accounting

and Economics from Tel Aviv

University.

Age: 51

Tenure: 4 years

Andrea Gisle Joosen

Independent Non-Executive

Director

Andrea was appointed as a

Non-Executive Director of the

Company in July 2022.

Andrea is a highly experienced

non-executive director, having

held leadership positions

across multiple international

technology and consumer

industries companies. Andrea

currently chairs the boards of

Bilprovningen AB and Charge

Amps AB.

Andrea previously chaired

Sweden-headquartered Acast

AB and was a Non-executive

Director at Currys plc, Billerud

AB, ICA Gruppen, James Hardie

Industries plc and Mr Green &

Co, the online gaming business

which was acquired by William

Hill plc in 2018. During her

executive career, Andrea has

held numerous leadership roles

in the media and technology

sectors including as CEO of

Boxer TV Sweden and as

Managing Director of Nordics for

Panasonic, Chantelle Group and

Twentieth Century Fox.

Andrea has a BSc in Business

Administration and MSc in

International Marketing from

Copenhagen Business School.

She has also completed

Executive Education at Harvard

Business School in both

Effective Negotiations and Audit

Committees in a New Era of

Governance.

Age: 60

Tenure: 2 years

Ori Shaked

Non-Executive Director

Ori was appointed to the Board

in September 2022.

He is a gaming entrepreneur and

experienced game producer.

He was previously employed

by the Group until 2017 as a

game producer, online marketer

and business development

manager. Ori acts as an early-

stage investor in gaming and

blockchain start-up companies.

He holds a BA in Business

Management from Tel Aviv

University. Ori is not considered

independent following his

appointment by the Group’s

largest shareholder, Salix Trust

Company (BVI) Limited, in bare

trust on behalf of Dalia Shaked,

in line with its right to appoint a

non-executive director.

Age: 40

Tenure: 2 years

NON-EXECUTIVE SKILLS AND EXPERIENCE

Lord

Mendelsohn

Anne

de Kerckhove

Mark

Summerfield Limor Ganot

Andrea

Gisle Joosen Ori Shaked

Finance, audit and risk management

Remuneration

Technology

M&A and capital markets

Gambling/gaming

Marketing/Branding

International business

Consumer services

ANNUAL REPORT & ACCOUNTS 2023

CORPORATE GOVERNANCE REPORT

Our commitment to corporate governance

is fundamental to ensuring we operate

in a responsible and transparent

manner, delivering long-term value

to our stakeholders, including our

shareholders, employees, customers,

and the communities in which we operate.

With the joining of 888 and William Hill,

our governance framework plays a key

role to ensure that our combined business

is managed effectively, that the Board

has appropriate oversight of strategic

matters and to facilitate an effective

decision-making process.

Although the Company is incorporated in

Gibraltar, the UK Corporate Governance

Code 2018 (the 'Code' or 'UK Corporate

Governance Code') applies pursuant

to the UK Listing Rules as the Company’s

Ordinary Shares are admitted to the

premium segment of the UK Official List

and to trading on the London Stock

Exchange’s main market for listed securities.

This statement also includes items

required by the UK Listing Rules and the

Disclosure Guidance and Transparency

Rules, including how the 'Main Principles'

of the UK Corporate Governance Code have

been applied.

As at 31 December 2023, the Company

fully complied with the provisions set

out in the Code. However, following the

departure of Itai Pazner as CEO in January

2023, Lord Mendelsohn was appointed as

Executive Chair on an interim basis until 16

October 2023 when a permanent CEO was

appointed.

The Board acknowledged that this was

not in keeping with the provision of the

Code requiring that the roles of Chair and

CEO be exercised separately. However, it

was considered that this interim measure

was in the best interests of the Company

and its stakeholders which ensured robust

leadership during the transition period. Lord

Mendelsohn returned to his post as Non-

Executive Chair following the appointment

of Per Widerström in October 2023.

BOARD LEADERSHIP

The Board of Directors is responsible

for overseeing the management of the

Company and setting its strategic direction.

As at 31 December 2023, our Board

comprised six Non-Executive Directors and

one Executive Director, all of whom have

a range of relevant skills and experience

to bring to the Company.

The Non-Executive Directors bring

independent judgement to bear on issues of

strategy, performance, and risk, and provide

constructive challenge to the Executive

Directors. The Executive Directors are

responsible for implementing the Company’s

strategy and delivering its performance.

Meetings and attendance

There are six regularly scheduled Board

meetings planned per year. However,

when urgent decision-making is required

between meetings on matters reserved for

the Board, there is a process in place to

facilitate discussion and decision-making.

The Directors regularly communicate and

exchange information irrespective of the

timing of meetings.

Set out below are details of the Directors’

attendance record at Board and Committee

meetings in 2023. All meetings in 2023 were

held in person in London.

The Chair has responsibility for ensuring

that agendas for Board meetings are set

in advance. Board papers are issued to

Directors sufficiently in advance of meetings

to facilitate both informed debate and

timely decisions. If a Director is unable to

attend a meeting, he or she is given the

opportunity to raise any issues and give

any comments to the Chair in advance.

None of the Directors have raised any

concerns about the running of the Company

or a proposed action which needed to

be recorded in the Board minutes of the

Company or in a statement to the Chair for

circulation to the Board.

Meetings with Non-Executive Directors

At each Board meeting, the Chair

designates time for the Non-Executive

Directors to meet without the Executive

Directors being present.

The Non-Executive Directors also meet

once per year without the Chair present

in order to appraise the performance of

the Chair and take into account the views

of the Executive Directors. This process is

led by the Senior Independent Director

in accordance with the UK Corporate

Governance Code. This meeting took place

in March 2023.

DIRECTOR MEETING ATTENDANCE FOR YEAR ENDED 31 DECEMBER 2023

Board

Audit & Risk

Committee

Remuneration

Committee

Nominations

Committee

ESG

Committee

Gaming

Compliance

Committee

Total held in year 6 5 4 2 2 4

Lord Mendelsohn 6 — — — — —

Per Widerström

— — — — —

Yariv Dafna

4/4 — — — — 3/3

Anne de Kerckhove 6 4/4 4 2 2 —

Mark Summerfield 6 5 2/2 2 2 4

Limor Ganot 6 4 3 — — —

Andrea Gisle Joosen 5 1/1 — — — —

Andria Vidler

4/4 — — — 2 —

Ori Shaked 6 — — — — 0/1

1. Michael Alonso is Chair of the Gaming Compliance Committee but is not a Board member.

2. Per Widerström was appointed to the Board on 16 October 2023.

3. Yariv Dafna stepped down from the Board on 2 October 2023.

4. Andria Vidler stepped down from the Board on 30 September 2023.

888 HOLDINGS PLC

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

SUPPLEMENTARY IN FORMATION

Board responsibilities and procedures

The Directors consider it essential that

the Company should be both led and

controlled by an effective Board. The Board

focuses upon the Company’s long-term

objectives, strategic and policy issues. It

formally and transparently considers the

management of key risks facing the Group,

as well as determining the nature and extent

of significant risks it will take in achieving

its strategic objectives. It maintains and

reviews annually the effectiveness of the

Company’s risk management and internal

control systems. The Board is responsible

for acquisitions and divestments, major

capital expenditure projects and considering

the Company’s budgets and dividend

policy. The Board also determines key

appointments. The Board receives regular

updates on shareholders’ views.

The Board has an established calendar

of business which covers the financial

calendar, strategic planning, annual budgets

and performance self-assessments, as

well as the conduct of standing business.

The calendar forms the basis for effective

integration of business activities as between

the Board and its principal committees,

which individually consider their own

operating frameworks against the Board’s

business programme.

The Board delegates certain matters to its

principal committees who provide reports

and make recommendations to the Board.

The terms of reference for each committee

are available on the Company’s website.

Board activities 2023

During 2023, the Board oversaw the strategic

development of the Company including the

post-acquisition integration of William Hill.

It reviewed and monitored the operational,

trading and financial performance of the

Company, including how it creates value

over the long term.

At every meeting the Board receives and

discusses updates from respective Executive

Committee members on progress against

strategy, financial performance, operational

matters and compliance and regulation. In

2023 the Board spent a significant amount

of time considering the Group’s risk, systems

of internal control, and the integration of 888

and William Hill following the acquisition.

Also, at each meeting the Board undertook

the following:

• scrutinised the operational performance

of the Group;

• reviewed the Group's risk management

and compliance processes;

• received updates on our people and

culture;

• monitored the Group's safer gambling

activities;

• received updates on shareholder views;

and

• monitored regulatory developments.

BOARD ACTIVITIES 2023

Audit & Risk Committee ESG Committee

Remuneration

Committee

Nominations

Committee

Gaming Compliance

Committee

Assists the Board

in discharging its

responsibilities

for the integrity

of the Company’s

financial statements,

risk management,

assessment of the

effectiveness of the

system of internal control

and the effectiveness

of internal and external

auditors.

Assists the Board in

defining and reviewing

the Company’s strategy

relating to ESG matters,

setting relevant KPIs,

developing ESG policies

and compliance with

legal and regulatory

requirements.

Determines the

Company’s policy on

the remuneration of

Executive Directors,

other members of the

Executive Committee and

the Chair of the Board.

The Committee also

reviews workforce policies

and practices.

Assists the Board by

keeping the Board

composition under

review and makes

recommendations

in relation to Board

appointments. The

Committee also assists

the Board on issues

of Executive Director

succession planning,

conflicts of interest and

independence.

In accordance with

Nevada Gaming Control

Board requirements the

Committee is entrusted

with making sure that the

Group’s licensed gaming

activity is carried out with

honesty and integrity, in

accordance with high

moral, legal and ethical

standards, and free from

criminal and corruptive

elements.



Read more on

pages 56 to 61

 Read more on

page 54

 Read more on

pages 62 to 65

 Read more on

pages 52 and 53

 Read more on

page 51

ANNUAL REPORT & ACCOUNTS 2023

CORPORATE GOVERNANCE REPORT CONTINUED

In addition to the above, the Board also considered the following key activities.

JANUARY • Deep-dive review of the USA, 888Africa and Mr Green operations and considered further strategic

development opportunities.

• Post-acquisition restructuring progress review.

• Received updates on Risk and AML controls.

• Received an update from Investor Relations on Market feedback, and stakeholder engagement.

MARCH

• Reviewed, considered, and approved the 888Africa corporate & strategic development plan.

• Approved the FY22 annual report and financial statements.

• Received an update from Investor Relations.

• Deep-dive review of the Middle East market.

• Post-acquisition restructuring progress review.

• Received updates on Technology and Cyber Security.

• Reviewed an updated proposal on the launch of a casino product in Michigan.

MAY

• Deep-dive review of the 888 Poker business.

• Received an update from Investor Relations.

• Received an update on Business Health checks and a review of core customer journeys.

• Received an updated risk and compliance report.

• Deep-dive review of the Customer Focus Strategy.

• Post-acquisition restructuring and integration progress review.

• Reviewed the UK government’s gambling reform White Paper overview and impact and prospects assessment.

JULY

• Received reports from the Chief People Officer on people strategy and engagement.

• Reviewed the Product & Technology roadmap.

• Received an update from Investor Relations.

• Deep-dive review of the Casino Product performance and strategy.

• Post-acquisition restructuring and integration progress review.

• Received updates on Risk and AML controls, approval of the Group AML Policy.

OCTOBER

• Reviewed the new CEO’s 100-day plan.

• Received an update from Investor Relations.

• Reviewed the Group Value Creation Plan.

• Deep-dive review of US strategy.

• Received an update on Corporate Development and M&A.

• Received an update on the UK government’s gambling reform White Paper.

• Reviewed and approved the 2024 Budget plan.

NOVEMBER

• Received a progress report against the CEO’s 100-day plan.

• Review of the Board’s Division of Responsibilities document.

• Received an update from Investor Relations.

• Reviewed the Group Value Creation Plan.

• Received an update on Corporate Development and M&A.

• Reviewed progress against the Product & Technology roadmap.

• Received updates on Risk and Compliance.

• Reviewed and approved the FY24 budget.

• Approved the UK tax strategy for publication.

888 HOLDINGS PLC

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

SUPPLEMENTARY IN FORMATION

DIVISION OF RESPONSIBILITIES

Chair, Chief Executive Officer and

Senior Independent Director

Notwithstanding the interim position

described below, there is a clear division

of responsibilities between the Chair

and the CEO, which the Board considers

an important part of its corporate

governance. This is documented and

available on the Group’s website and

also includes the responsibilities of

the Senior Independent Director.

Following Itai Pazner’s departure as CEO

in January 2023, Lord Mendelsohn was

appointed Executive Chair on an interim

basis whilst a replacement was recruited.

Cognisant of the requirements of the

Code and corporate governance best

practice, the Board took advice on the key

considerations to such an appointment.

• The Board considered how it could

be provided with oversight and ensure

independence of judgement with an

Executive Chair in role.

• That any conflicts of interest were

managed appropriately in Board

meetings and discussions and that the

Senior Independent Director moderate or

chair as required.

• That the recruitment of a new CEO,

led by the Nominations Committee, be

expedited so that the arrangements

were on an interim basis only and the

Chair could successfully transition back

to being a Non-Executive as soon as

possible.

• That support be provided by, in particular,

the Senior Independent Director and

other Independent Directors to divide the

workload of the Board.

Following an extensive search, with the

assistance of executive search firm Russell

Reynolds, Per Widerström was appointed as

CEO on 16 October 2023. Accordingly, the

Board reviewed and updated the division

of responsibilities document in advance

of Lord Mendelsohn resuming his duties

as Non-Executive Chair. The Board is

confident that following a handover period

it was appropriate that Lord Mendelsohn

retain his independence. The Nominations

Committee report is on pages 52 and 53.

The role of the Senior Independent Director

is to provide a sounding board for the

Chair, to evaluate the Chair’s performance

and lead the Board’s succession planning,

and to serve as an intermediary for the

other Directors where necessary. This

role was key in 2023 in order to provide

a critical independent perspective.

Reserved powers and delegation

A schedule of matters reserved to the Board

has been adopted and is reviewed and

updated regularly to align it with operational

needs and the Board’s preference to monitor

and, where appropriate, approve matters of

substance to the Group as a whole. This is

available on the Group’s website.

Independent Directors

More than half of the Board are Non-

Executive Directors determined by the Board

to be independent for the purposes of the

UK Corporate Governance Code.

The Board is confident that Lord

Mendelsohn, Mark Summerfield, Limor

Ganot, Anne de Kerckhove, and Andrea

Gisle Joosen are and remain independent

in character and judgement and that there

are no relationships or circumstances which

are likely to affect, or could appear to affect,

their judgement.

COMPOSITION, SUCCESSION

AND EVALUATION

Board composition

During 2023, the composition of the Board

was enhanced with the appointment of

a new CEO and CFO. It comprised the

following Non-Executive Directors: Lord

Mendelsohn (Chair), Anne de Kerckhove

(Senior Independent Director), Mark

Summerfield, Limor Ganot, Andrea Gisle

Joosen, Andria Vidler (to 30 September

2023), and Ori Shaked, as well as Executive

Directors Per Widerström (from 16 October

2023) as Chief Executive Officer, and Yariv

Dafna (to 2 October 2023) as Chief

Financial Officer.

The biographical details of all of the

Directors, setting out their relevant skills

and experience and their professional

commitments, are given on pages 44

and 45.

Board succession

Succession planning is delegated to

the Nominations Committee and more

information can be found on page 52.

Matters within the remit of the Nominations

Committee are also on occasion considered

by the Board. Non-Executive Directors are

currently appointed to the Board for an

initial three-year term, extendable by a

further two additional three-year terms.

The terms and conditions of appointment

of Non-Executive Directors and the service

contracts of Executive Directors are

available to shareholders for inspection

at the Company’s registered office during

normal business hours and at the AGM.

Board evaluation

The Board has established a formal process

for the annual evaluation of its performance,

and the performance of its committees

and individual Directors. The evaluation

process covers a range of issues such as

Board processes, composition, roles and

responsibilities, agendas and committee

processes, as well as Board dynamic and

communication.

In accordance with the Code and the

FRC Guidance on Board Effectiveness,

we annually evaluate the performance of

the Board and its committees to assess

their effectiveness. Led by the Chair,

the performance evaluation considers

the balance of skills, experience and

independence of the Board. The annual

performance evaluation is externally

facilitated every three years. The 2023

performance evaluation was internally

facilitated by the Company Secretary and

an update on progress of the actions arising

from this review is set out on the next page.

ANNUAL REPORT & ACCOUNTS 2023

CORPORATE GOVERNANCE REPORT CONTINUED

COMPOSITION, SUCCESSION

AND EVALUATION CONTINUED

Board evaluation continued

Following the March 2024 evaluation, the

Board was satisfied that each of the Non-

Executive Directors continues to be effective

and to demonstrate commitment to their

respective roles and recommends them

for re-election at the 2024 Annual General

Meeting.

Shareholder engagement

The Company maintains an active and

regular dialogue with principal and

institutional shareholders and sell-side

analysts through a planned programme of

investor relations and financial PR activity.

The Board keeps up to date with the views

of major shareholders through meetings and

discussions with shareholder representatives

and receives regular feedback directly from

investor relations reports and broker updates

at each Board meeting. The programme of

engagement includes formal presentations

of full year and interim results, analysts’

conference calls and periodic roadshows

and discussion of the Company’s strategy

and governance. The Company Secretary

engages with proxy advisers in advance of

any shareholder meetings.

In addition, throughout the year, the Chair of

the Remuneration Committee has consulted

with major shareholders on proposed

Executive Director remuneration. Details of

engagement with shareholders during 2023

are set out on page 23.

The Non-Executive Directors are available

to talk to shareholders if they have any

issues or concerns or if there are any

matters where contact with the Chair, Chief

Executive Officer and Chief Financial Officer

is inappropriate or where such contact has

failed to resolve the issue.

PROGRESS SINCE MARCH 2023 BOARD EVALUATION

IMPROVE USE OF COMMITTEES Membership of the committees has been updated to divide workload and skills over the

course of 2023. The Board has begun to delegate areas for the committees to lead on

behalf of the Board. A committee update is scheduled in the board meeting for each

committee chair to report on matters requiring escalation to the full Board. This process is

still evolving and there may be opportunity to improve further.

REVIEW AND CONTINUE TO EVOLVE

THE FORMAT OF BOARD PAPERS

There have been improvements on introducing consistent style and formats as well as the

quality of the content. This will continue to evolve with the addition of the new CEO and CFO

and wider executive team.

CONSIDER OBTAINING ADDITIONAL

ADVICE FROM TECHNICAL SPECIALISTS

TO SUPPORT THE BOARD

Alix Partners were appointed by the Board to work with the team on providing support for

the technology plans and also on creating a robust, comprehensive and clear data set for

Board evaluations and decisions. Changes to the make-up of the Executive Committee will

also evolve these requirements.

DEVELOP RISK MANAGEMENT AND

COMPLIANCE FUNCTIONS AND HOW

THEY REPORT TO THE BOARD

Excellent progress has been made on the development of the Risk and Compliance function.

An Enterprise Risk Management Framework has been developed. Risk taxonomy and Board

Risk Appetite Statements have been established with key risk indicators identified, with issues

and incidents being escalated via the Executive Risk & Sustainability Committee (ESRC).

PROGRESS WITH ADDING RISK TO

AUDIT COMMITTEE AND ESTABLISH

CLEAR LINES OF RESPONSIBILITY FOR

COMPLIANCE RISK

This recommendation has been completed. The Audit Committee has become the Audit

& Risk Committee (ARC). Risk items are brought to the ARC with escalation to the Board

as required. There is a clear governance framework through the ESRC to the ARC. The

ESRC also has a reporting line to the ESG Committee. The Chief Risk Officer has a standing

invitation to both Committee meetings.

DEVELOP PLANS FOR ESG COMMITTEE

OVER NEXT 12 MONTHS

There have been multiple changes to the committee over the past 12 months including to

membership and Chair. Plans are still in development and will align to the new Group value

creation plan.

CONSIDER WHETHER MORE IN-

HOUSE SKILLS SHOULD BE USED FOR

REMUNERATION WORK

The Chief People Officer and Reward Director have taken over responsibility for

remuneration. They work in conjunction with the committee chair to develop the agenda

and papers for the Remuneration Committee. Advice is still obtained from Korn Ferry as

remuneration consultants, but work is now managed and owned internally.

DEVELOP BOARD AND EXCO

SUCCESSION PLANS

There have been significant changes in the ExCo since the 2023 board evaluation. A new

CEO and CFO have been recruited and an almost completely new ExCo put in place.

Committee responsibilities have also been adjusted to spread across the Board.

REVIEW OF GAMING COMPLIANCE

COMMITTEE TO IMPROVE REPORTING,

STRUCTURE AND EFFECTIVENESS

The format of reporting to the committee has completely changed since the last evaluation.

A system of reporting has been developed to mirror the Compliance Plan with all items noted

or updated in the meeting report. The US Compliance Director has taken over responsibility

for preparing the report with input from across the business.

888 HOLDINGS PLC

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

SUPPLEMENTARY IN FORMATION

Directors are able to seek independent

professional advice, if required, at the

Company’s expense provided that they have

first notified the Company of their intention

to do so.

Under the direction of the Chair, the

Company Secretary’s responsibilities

include ensuring information flows within

and between the Board, its committees and

the executive team, as well as facilitating

induction, evaluation and professional

development activities, and advising the

Board on corporate governance, legal and

procedural matters.

Conflicts of interest

Conflicts of interest of the Directors are dealt

with in accordance with the procedures set

out in the Articles and are monitored by the

Chair.

Specifically, a Director does not vote on

Board or Committee resolutions in which

they or persons connected with them

have an interest (other than by virtue of

a shareholding in the Company) which

is to their knowledge material, except in

specific limited circumstances. The Board

is confident that the appropriate checks

and balances are in place to identify and

minimise potential conflicts of interest.

Gaming Compliance Committee

In accordance with Nevada Gaming

Control Board requirements, the Board

has appointed a Gaming Compliance

Committee. Its members during 2023 were

Mark Summerfield and Yariv Dafna, in

addition to an external leading Nevada

lawyer, Michael Alonso, who chairs the

Committee. Ori Shaked was appointed

to the Committee following Yariv Dafna

stepping down from the Board in October

2023. The CFO and CRO have a standing

invitation to attend, and the meetings are

managed by the US Compliance Director.

During the year, the Committee was

formalised as a sub-committee of the Board.

Governance processes have been improved

and the reporting has been aligned with the

Compliance Plan. The Committee’s terms of

reference were approved by the Board and

are available on the Company’s website.

The Gaming Compliance Committee is

entrusted with making sure that the Group’s

licensed gaming activity is carried out with

honesty and integrity, in accordance with

high moral, legal and ethical standards, and

free from criminal and corruptive elements.

As such, the Committee is responsible and

has the power to identify and evaluate

situations arising in the course of the

Company’s and its affiliates’ business that

may adversely affect the objectives of

gaming control.

The Committee is not intended to displace

the Board or the Company’s executive

officers with decision-making authority but

is intended to serve as an advisory body to

better ensure achievement of the Company’s

goals of avoiding unsuitable situations and

in entering into relationships exclusively with

suitable persons.

The Committee’s work is done independently

and impartially. To this end, its members

are appointed by and report directly to the

Board of Directors.

Other disclosures

The following matters are not applicable

to the Group and therefore have not been

included in this report:

By applicable sub-paragraph within LR 9.8.4

(1) Interest capitalised by the Group

(2) Publication of unaudited financial

information

(3) Details of long-term incentive

schemes only involving a Director

(4) Waiver of emoluments by a Director

(5) Waiver of future emoluments by a

Director

(6) Non pro-rata allotments for cash

(issuer)

(7) Non pro-rata allotments for cash by

major subsidiaries

(8) Parent participation in a placing by a

listed subsidiary

(9) Contracts of significance

(10) Provision of services by a controlling

shareholder

(11) Shareholder waivers of dividends

(12) Shareholder waivers of future

dividends

(13) Agreements with controlling

shareholders

On behalf of the Board:

LORD MENDELSOHN

Chair

26 March 2024

Key stakeholders

The Company’s key stakeholders are

its shareholders, customers, regulators,

colleagues and partners as well as the

communities in which it does business.

The Board takes care to engage with all

its stakeholders, as detailed on pages

22 and 23 and within the ESG and

Sustainability section on page 10 to 21 and

the Remuneration Report on page 65. All

papers presented at Board meetings include

details of how the interests of the Company’s

key stakeholders are considered in Board

discussions and decision-making as required

by the UK Corporate Governance Code

and, whilst as a Gibraltar company, the UK

Companies Act 2006 does not apply to the

Company, the matters set out in section

172 are taken into account by the Board in

its decision-making to the extent permitted

under Gibraltar law.

AGM 2023

All resolutions proposed at the AGM in May

2023 were overwhelmingly supported with

at least 91% of total votes cast in favour. The

next AGM will be held on 13 May 2024 and

the majority of Board members will attend

the meeting and be available to answer

questions.

Directors’ insurance cover

The Company has arranged and

maintains, at its expense, a directors’

and officers’ liability insurance policy in

respect of legal actions against its Directors,

as recommended by the UK Corporate

Governance Code. To the extent permitted

by Gibraltar law, the Company may

also indemnify the Directors. Neither the

insurance nor the indemnity provides cover

where a Director has acted fraudulently or

dishonestly.

Development and advice

The Chair regularly agrees and reviews

each Director’s training and development

needs. Members of the Board committees

receive specific updates on matters that

are relevant to their role. Members of the

Executive Committee with responsibility

for the Group’s business make periodic

presentations at Board meetings about their

functions, performance, markets

and strategy.

Information and support

All Directors have access to the advice and

services of the Company Secretary* and

the Company’s nominated advisers, who

are responsible for ensuring that Board

procedures are followed.

* References in this Annual Report to Company

Secretary refer to Elizabeth Bisby and for

Gibraltar corporate purposes Straits Secretaries

(Gibraltar) Limited.

ANNUAL REPORT & ACCOUNTS 2023

NOMINATIONS COMMITTEE

DEAR SHAREHOLDER

On behalf of the Board, I am pleased to

present the Nominations Committee report

for the year to 31 December 2023. The

Committee has been busy this year with the

selection and onboarding of the new CEO

and CFO who bring the required skills and

experience to enhance the Board’s strategic

approach and decision-making. The

Committee has also reviewed the changes

to the Group’s Executive Committee following

the arrival of Per Widerström.

The Nominations Committee, as a sub-

committee of the Board of Directors, is

responsible for monitoring the composition

and diversity of the Board, overseeing

the process of selecting and nominating

Directors, ensuring they receive an

appropriate induction and determining

succession plans for the Chair, CEO

and other key roles. The Nominations

Committee’s terms of reference are available

on the Company’s website.

In 2023 the Nominations Committee

was comprised of myself as Chair, and

Mark Summerfield, who stepped down in

September, Ori Shaked, Limor Ganot, who

joined in September, and Lord Mendelsohn,

who joined in October.

Succession planning

The Committee regularly reviews succession

plans for the Board, including the structure,

composition and skills required to support

the Group’s strategy. The Committee also

considers succession planning for the

Executive Committee and other key roles

within the senior leadership team, as well

as initiatives underway to develop talent

internally.

At both Board and Executive level, 2023

was a year of significant change with the

strengthening of the Executive Committee

made up of senior leaders from the Group,

together with new recruits. The Executive

Committee continues to play a key role in

the ongoing integration of 888 and William

Hill and will provide strong leadership across

the business in delivering on our strategic

initiatives in line with our value creation plan.

Following the announcement in January

2023 that Itai Pazner was leaving the

business, he was immediately succeeded

by Lord Mendelsohn as Executive Chair

to ensure continuity of leadership. The

Nominations Committee led the search

for a new CEO, and following an extensive

search assisted by executive search firm

Russell Reynolds, the Board appointed Per

Widerström who the Board believes has the

skills and experience required to lead the

combined Group.

Following Per’s appointment, Lord

Mendelsohn’s independence was assessed,

and the Board was satisfied that Lord

Mendelsohn would be capable of continuing

his chairmanship independently. Following

consultation with the Board, the Nominations

Committee also renewed Lord Mendelsohn’s

appointment as Chair for an additional

three-year term from April 2024 (subject

to annual re-election by shareholders at

the AGM).

The Committee, assisted by Korn Ferry, also

led the recruitment of Sean Wilkins, our new

CFO who replaced Yariv Dafna and joined

the business in February 2024.

Upon joining, Executive Directors are

immersed in the Company’s operations

immediately, and take part in induction

activities such as meeting with leadership

across the business, visiting our offices

around the world and our customer-

facing sites, training and also meeting with

shareholders. The Company Secretary

provides Executive Directors with essential

corporate information including insurance

policies, Group policies, briefing notes,

regulatory compliance and licensing

information, and corporate governance

materials.

Board diversity policy

The Nominations Committee is also

responsible for pursuing diversity within the

scope of its mandate, including setting

measurable objectives and monitoring

progress on achieving such objectives. We

aim to have a Board that is well balanced

and has the appropriate skills, knowledge,

experience and diversity for the needs of

the business without compromising on the

quality or merit of candidates including

their aptitude and ability. In considering

new Board appointments, the Committee

considers diversity in the broadest sense

including diversity of thought, age, gender,

nationality, independence, educational

and professional background, social

and ethnic background, business and

geographic experience in order to create

an appropriate balance.

The Board supports the FTSE Women

Leaders Review and the Parker Review on

Ethnic Diversity. At the financial year end,

the Board comprised four male and three

female directors meaning that over 40% of

the Board was female, with myself as the

Senior Independent Director, which was in

accordance with the targets for diversity in

the Listing Rules. However, the Nominations

Committee will also take this balance into

consideration following the appointment of

Sean Wilkins as CFO in February 2024.

KEY ACTIVITIES 2023

• Leading the search and recruitment of

the Group’s new CEO and CFO including

developing candidate profiles of the skills,

character and experience required.

• Reviewing the composition of the Board

including assessing any gaps in the

balance of skills and experience.

• Ensured the successful onboarding of the

new CEO.

• Assessment and monitoring the

Independence of the Chair during his

transition back to his non-executive role.

• Monitoring the Board evaluation process

which is described on page 50.

• Implementing the Board’s diversity policy

which is described on page 52 (including

monitoring the gender balance of senior

executives and their direct reports).

• Supporting the development of a

diverse pipeline of candidates for senior

management.

MEMBERSHIP IN 2023

MEETING

ATTENDANCE

Anne de Kerckhove (Chair) 2/2

Mark Summerfield

(until 26 Sept) 2/2

Ori Shaked and Limor Ganot were appointed

from 26 September and Lord Mendelsohn

from 16 October. Although the regular

scheduled Nominations Committee meetings

were held earlier in the year before the

changes to committee composition, the

new members of the Committee have been

heavily involved in the recruitment and

selection of the CEO and CFO and there

have been many supplementary meetings of

the Committee in the year. Mr Shaked was

also the Board appointed representative for

all CEO interviews.

Anne de Kerckhove

Chair of the Nominations Committee

888 HOLDINGS PLC

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

SUPPLEMENTARY IN FORMATION

The geographic diversity of the Board is

representative of the operational centres of

the Group and includes directors with British,

Israeli and European backgrounds. However,

the Board is also cognisant of the Parker

Review recommendations regarding ethnic

diversity and had at least one director from

an ethnic minority background on the Board

for the majority of 2023. It will also take

these considerations into account in our

future appointments, to continue to improve

diversity on both the Board and in the senior

leadership of the Group.

Details of the Company’s diversity

position and involvement of women in

management of the Group are set out in

the Supplementary Data on pages 176 and

177. The Company is committed to making

progress towards improving the diversity

in senior leadership roles (defined as the

Executive Committee and their direct

reports) and has set targets for increasing

representation by 2027.

Commitment

The terms of appointment for each Non-

Executive Director, including expected time

commitment, are available for inspection

at the Company’s registered office during

normal business hours and at the AGM.

Non-Executive Directors are required

to allocate sufficient time to perform all

applicable roles and to both disclose any

external appointments and consult with the

Company prior to accepting any new major

external appointments. It is the Committee’s

view that all Directors have allocated

sufficient time to fulfil their commitment

and to meet their Board obligations and

responsibilities. In addition to the regular

scheduled Board meetings, the Board

has dedicated a significant amount of

time this year for supplementary meetings

when required to make important strategic

decisions and provide support to the

Executive Chair.

Re-election and appointment of Directors

The effectiveness and commitment of each

of the Non-Executive Directors is reviewed by

the Committee annually.

The Committee has satisfied itself as to

the individual skills, relevant experience,

contributions and time commitment of all

the Non-Executive Directors, taking into

account their other offices and interests

held. The Board is recommending the

election or re-election to office of all

Directors at the 2024 AGM.

ANNE DE KERCKHOVE

Chair of the Nominations Committee

26 March 2024

ANNUAL REPORT & ACCOUNTS 2023

ESG COMMITTEE

DEAR SHAREHOLDER

On behalf of the Board, I am pleased to

present the ESG Committee report for the

year to 31 December 2023.

During this period the Committee was

chaired by Andria Vidler, who stepped down

from the Board in September 2023.

I would like to thank her for her expertise

and valuable insight.

Membership

The ESG Committee is composed of three

Non-Executive Directors, with other Board

members including the Chair, CEO, and CFO

invited to attend the Committee meetings.

The Chief Strategy Officer and Chief Risk

Officer also attend the meetings and provide

operational updates to the Committee. The

Group also has an ESG and Sustainability

Director who has executive responsibility for

the Group’s ESG strategy. The Committee

is responsible for reviewing the Group’s

ESG strategy and setting relevant KPIs,

developing and reviewing relevant policies

and practices and providing oversight of

the implementation of these plans. A clear

ESG governance framework is in place for

how ESG matters are escalated to and

delegated from the ESG Committee. This

framework can be found on page 164.

In 2023, Lord Mendelsohn, in his capacity

as Executive Chair, was the executive

responsible for monitoring ESG activity

and progress within the Group, with this

responsibility being returned to the CEO with

Per Widerström’s arrival in October 2023.

Safer gambling

Safer gambling remains a key focus for

the Committee and Player Safety is a core

pillar of our ESG framework. The Committee

received regular updates on safer gambling

and related matters, with a particular focus

on developing a global player protection

strategy, which included developing a

minimum safer gambling standard for all of

the Group’s brands.

As part of the global initiative, internal

communications and training were refreshed,

including a session on safer gambling

with the Board in May 2023 that provided

detailed education on gambling harms.

Workforce engagement

I continue to be the Non-Executive Director

designated as the workforce engagement

representative. The acquisition of William

Hill by 888 continued to impact employees

during 2023. The combination of two

corporate cultures, together with changes

to headcount and location of colleagues,

continued to challenge the Board to listen

to and understand the views, interests and

concerns of the workforce and take these

into consideration prior to making decisions.

There has been increased communication

with colleagues to keep them updated on

business changes and regular anonymous

eNPS surveys to allow ongoing feedback

and temperature checks on employee

sentiment. The results of this are shared with

the Committee and Board. Furthermore,

since Per Widerström’s arrival, he has held

regular town halls to update the workforce

on progress against his 100-day plan, where

employees can ask questions directly to the

Executive Committee. Further details are set

out on pages 14 and 23.

Climate change and the environment

The Committee recognises the importance

of minimising the business’ environmental

footprint. In comparison to other sectors

the Group’s impact on the environment

is relatively low as our product is largely

digital. The Group has a ‘C’ CDP rating

and continues to retain membership of

the FTSE4GOOD index. The William Hill

business is now certified as carbon neutral,

an achievement we are very proud of

considering the size of our large retail estate.

Our carbon reduction plan for the combined

Group continues to progress against plan,

however with no renewable energy available

in Israel we are focusing on reduction.

Further details are included in the ESG and

Sustainability section on pages 10 to 21.

The coming year

Sustainability in all three pillars of the

Group’s ESG model is key to the success

of the Company. During the first meeting

of 2024, the Committee reviewed and

approved the ESG Strategic Framework and

its alignment with the UN’s 17 Sustainable

Development Goals and agreed specific

objectives for each pillar. Player safety

globally will continue to focus on reducing

harm using technology and raising

awareness by partnering with relevant

charitable organisations. We will continue

to engage with our workforce and wider

stakeholders to ensure that the combined

Group remains an inclusive environment

where our colleagues thrive. We aim to

protect the environment by becoming a net

zero business. Further details are included in

the ESG and Sustainability section on pages

10 to 21.

ANNE DE KERCKHOVE

Chair of the ESG Committee

26 March 2024

KEY ACTIVITIES 2023

• Received progress updates on KPIs

including on safer gambling, people and

the environment.

• Reviewed progress against the carbon

reduction plan.

• Reviewed progress against the global

player safety initiative.

• Reviewed scores by rating agencies and

plans for improvement.

• Reviewed and considered the climate-

related scenario analysis report, see page

163 to 175.

• Reviewed and approved the Committee

terms of reference, which are available on

the Group’s website.

MEMBERSHIP IN 2023

MEETING

ATTENDANCE

Andria Vidler

(until 26 September) 2/2

Anne de Kerckhove

(Chair from 26 September) 2/2

Mark Summerfield 2/2

Ori Shaked

(from 26 September) 0/0

Anne de Kerckhove

Chair of the ESG Committee

888 HOLDINGS PLC

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

SUPPLEMENTARY IN FORMATION

ANNUAL REPORT & ACCOUNTS 2023

AUDIT & RISK COMMITTEE

DEAR SHAREHOLDER

On behalf of the Board, I am pleased to

present the Audit & Risk Committee report

for the financial year ended 31 December

2023. This has been a transitional year

with the post-acquisition integration of the

William Hill business being the strategic

priority for the Group. The Committee’s

primary functions included assessing

the integrity of the Company’s financial

statements, maintaining an appropriate

relationship with and reviewing the

independence and effectiveness of the

Company’s external auditor, and overseeing

the Company’s system of internal controls

and risk management.

In this letter I explain to shareholders

the responsibilities of the Committee,

highlighting those of particular importance

this year. The pages following contain more

detail on the matters considered.

During the year the business has worked

particularly hard on developing and

articulating the Group’s Enterprise Risk

Management Framework and Risk Appetite

Statement. Given the Group’s renewed focus

on risk and risk management, the Board

resolved to formally delegate the oversight

of risk and systems of risk management

to the Audit Committee. The Committee’s

terms of reference were amended and

adopted accordingly and on 16 October

2023 the Committee became the Audit &

Risk Committee. The Audit & Risk Committee

has continued to carry out a key role

within the Group’s governance framework,

supporting the Board in monitoring and

reviewing the systems for risk management,

internal control and financial reporting. The

Committee continues to be responsible for

oversight of significant financial matters,

including the Company's tax policies,

planning and compliance, treasury policies,

as well as other significant financial matters

that the Board deems appropriate from time

to time.

While the Board remains accountable for

risk management, the Committee has taken

responsibility for working closely with Group

management to ensure that significant

risks are considered on an ongoing basis

and that appropriate responsibilities and

accountabilities for the related controls

have been set. Extensive work has been

undertaken to develop an Enterprise Risk

Management Framework including a risk

taxonomy and a governance framework

for both Committee and Board escalation.

The Committee is responsible for apprising

the Board of pertinent matters and making

recommendations based on its activities

and findings at Committee meetings.

An associated Committee responsibility is to

review the scope, nature and effectiveness

of the work of the Internal Audit team, as well

as ensuring that the business responds to

the recommendations made.

At the request of the Board, the Committee

reviewed this Annual Report and advised

it considers sufficient information has

been provided to give shareholders a fair,

balanced and understandable account

of the business and allow them to assess

its position and performance, business

model and strategy. It also assessed the

Group’s viability, in line with the Code

requirements, prior to reporting to the Board

and recommending the Annual Report for

approval. Further, the Committee ensured

that the financial performance aspects of

all communications with shareholders were

carefully considered.

This was the first full year Internal Audit

work was completed for the combined

Group by our in-house internal audit team,

with additional support provided by our

co-source partner Deloitte. The scope of

Internal Audit’s plans was agreed with both

management and the Committee to support

the Board in considering the effectiveness

of controls over significant risks disclosed

in these accounts. The 2023 internal audit

plan was approved by the Committee in

2022 and during an evolving year for the

combined Group, changes to the original

audit plan were communicated and

approved by the Audit & Risk Committee

accordingly.

More information on the Internal Audit

reports in 2023 can be found on page 60.

The Committee monitors and reviews

the effectiveness and key aspects of the

external audit process, including the annual

audit plan and audit findings, as well as the

auditors’ independence and objectivity.

It also recommends the audit fee to the

Board and sets the Company’s policy on

the provision of non-audit services by the

external auditor. EY UK is the auditor for

the purposes of the Company preparing

financial statements as required pursuant

to the UK Listing Rules and the Disclosure

and Transparency Rules. EY Gibraltar is

the Company’s statutory auditor including

for the purposes of issuing an audit report

pursuant to the Gibraltar Companies Act

2014.

We seek to respond to shareholders’

expectations in our reporting and would

welcome feedback. I am available to speak

with shareholders at any time and shall also

be available at the Annual General Meeting

in May 2024 to answer any questions.

MARK SUMMERFIELD

Chair of the Audit & Risk Committee

26 March 2024

KEY ACTIVITIES 2023

• Continued to support the Board in

monitoring and reviewing the systems for

risk management, internal control and

financial reporting.

• Reviewed the updated risk register and

framework.

• Approved the internal audit plan for the

year and received the internal audit

reports.

• Reviewed and recommended to the Board

for approval the FY22 Annual Report &

Accounts and FY23 interim results.

• Received reports from the external

auditors on key audit findings.

• Reviewed and approved updates to

policies including the Treasury Policy,

Whistleblowing Policy, Anti-Bribery &

Corruption Policy and Business Continuity

Plan.

• Oversaw the continuing improvements

following the UK Gambling Commission

compliance assessments and remedial

actions.

MEMBERSHIP IN 2023

MEETING

ATTENDANCE

Mark Summerfield (Chair) 5/5

Anne de Kerckhove 4/4

Limor Ganot 4/5

Andrea Gisle Joosen 1/1

Mark Summerfield

Chair of the Audit & Risk Committee

888 HOLDINGS PLC

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

SUPPLEMENTARY IN FORMATION

HIGHLIGHTS OF THE COMMITTEE’S WORK DURING THE YEAR:

THE IMPACT OF CHANGES TO

THE LEGAL AND REGULATORY

ENVIRONMENT IN WHICH THE

GROUP OPERATES ON ITS

BUSINESS, SECTOR AND MARKET,

TOGETHER WITH THE GROUP’S

ONGOING ENGAGEMENT WITH

REGULATORY BODIES

The Committee examined management’s assessment of legal and regulatory risks in key

markets, focusing on any changes in the environment and communication with regulators,

together with the appropriateness of the Group’s response.

THE ASSESSMENT OF THE RISKS

FACING THE BUSINESS

The Committee reviewed the risk registers and the Risk Appetite Statement was updated

to ensure that it is an accurate and relevant reflection of the Board’s approach to risk

management. The Committee continues to work with the Chief Risk Officer to embed enhanced

risk management within the Group. Following the implementation of a new framework the

Committee became the Audit & Risk Committee in October 2023.

TREASURY The integration of 888 and William Hill and the appointment of a new Group Treasurer

prompted a renewed focus on treasury processes, procedures, systems of control, and

resourcing. The Committee received updates on the progress against improvement objectives

set by the Group Treasurer and approved a new Group Treasury Policy in 2023.

REVENUE RECOGNITION The Committee reviewed and considered the Group’s accounting policies as well as the

application of those policies and the process and control framework and has concluded that

the Group’s recognition of income is appropriate.

INTEGRATION AND EXCEPTIONAL

ITEMS

The Committee reviewed the ongoing integration plans; ensuring the structure and governance

of the programme was appropriate and that controls continue to be maintained throughout

the integration.

The Committee reviewed the treatment of exceptional items, in particular those associated

with the integration programme, and agreed with management’s presentation of costs as

exceptional.

THE VIABILITY STATEMENT AND

GOING CONCERN STATEMENT

PREPARED BY MANAGEMENT

The Committee reviewed management’s analysis of the Company’s going concern and

viability statement, including updated forecasts, downside scenarios including an assessment

of mitigations available to the Group and a reverse stress test, and advised the Board

accordingly. The Board has concluded that the Company has adequate resources to continue

in operational existence for the foreseeable future.

CAPITALISED DEVELOPMENT COSTS The Committee reviewed management’s assessment of the alignment and enhancement

of controls to ensure consistent application of IAS 38 across the Group.

THE GROUP’S EXPOSURE TO

CORPORATION TAX, GAMING

DUTIES, VAT AND

SIMILAR TAXES

The acquisition of William Hill and the integration of the two businesses allowed the opportunity

for the Committee to review the tax arrangements in place within both businesses and approve

an appropriate tax structure for the Group presented by management. The UK tax strategy

has been agreed and published on our website and the integration has been planned with

global tax considerations a key element.

VALUATION OF ASSETS AND

LIABILITIES

The Committee reviewed the impairment testing of the goodwill acquired on the William Hill

acquisition and concurred with management’s view that there were no impairments of

this goodwill.

THE GROUP’S ANTI-BRIBERY,

ANTI-MONEY LAUNDERING AND

WHISTLEBLOWING OBLIGATIONS

The Committee reviewed the Company’s policies to ensure they remain relevant to the

Company’s business and the regulatory environment in which it operates. The Committee

received updates on the whistleblowing reports made.

ANNUAL REPORT & ACCOUNTS 2023

AUDIT & RISK COMMITTEE CONTINUED

COMMITTEE COMPOSITION

During 2023, the Committee comprised three

independent Non-Executive Directors, being

Mark Summerfield, Limor Ganot, Andrea

Gisle Joosen who joined the Committee in

September, and Anne de Kerckhove who

stepped down from the Committee at the

same time.

Two members constitute a quorum. The

Committee requires the inclusion of at least

one financially qualified member with recent

and relevant financial experience. The

Committee Chair fulfilled that requirement.

The Committee has competence relevant to

the online gaming sector and all members

of the Committee have an understanding

of financial reporting, the Group’s internal

control environment, relevant corporate

legislation, the functions of internal and

external audit and the regulatory and

compliance framework of the business.

Specifically, Mr Summerfield was both

an auditor and worked within the sector,

Ms de Kerckhove has extensive strategy,

entrepreneurial and sector experience,

and Ms Ganot is both a qualified CPA and

has extensive experience as a venture

capital fund manager. Ms Gisle Joosen

has extensive non-executive and audit

committee experience.

In addition to scheduled meetings, the

Committee Chair met with the Chief

Financial Officer and the internal and

external auditors on several occasions.

Although not members of the Committee,

the Chair of the Board, Chief Executive

Officer, Chief Financial Officer and Chief

Risk Officer attend meetings, together

with representatives from the internal and

external auditors. Function heads and other

members of management are invited to

attend meetings from time to time.

OUR WORK IN 2023

In planning its work, the Committee has

reference to the significant risks that may

have an impact on the financial statements.

During the year there were no matters where

there was significant disagreement between

management, the external auditor and

the Committee, or unresolved issues that

required referring to the Board.

The key matters discussed by the

Committee during the year were as follows:

Legal and regulatory environment

The Group operates within an increasingly

regulated marketplace and is challenged

by regulatory requirements across all

areas of its business. This creates risk for

the Group as non-compliance can lead to

financial penalties, reputational damage

and the loss of licences to operate. As

part of this process, the Board and Audit

& Risk Committee received updates from

management and discussed follow-up

actions in response to regulatory matters

relating to customer activity in prior periods.

The Group manages its regulatory risk

with input from its legal advisers in order

to operate its business in compliance

with relevant regulatory requirements. The

Group works with its lawyers and Chief Risk

Officer to produce regular updates so that

the Board and Audit & Risk Committee

understand what is happening in the

regulatory landscape.

During 2023, the whole Board received

regulatory briefings from the Company’s

lawyers, and the Committee reviewed

updates on the management of regulatory

risk from the Chief Risk Officer, as well

as reviewing the status of litigation and

regulatory reviews involving the Group and

the related accounting for the Group’s

obligations in the financial statements.

Please refer to note 22 of the financial

statements for further detail on Austria and

Germany player litigation specifically.

The Audit & Risk Committee continues to

have a key role working with the Board

in overseeing the Company’s systems of

internal control following the Company’s

response to the UK Gambling Commission

compliance assessments. Although all

remediation actions were executed by

management in response to the Gambling

Commission’s findings, the Group continues

to develop and make improvements to the

Group’s governance framework.

A proactive approach to risk management

was exemplified through the self-

identification and internal escalation of

historic potential AML deficiencies relating

to VIP accounts. Following a thorough

investigation to resolve any historic VIP

account concerns, confirmation was

received from the Gibraltar Gambling

Division on 20 October 2023, stating that

all 'AML and CFT processes, systems

and controls are now considered to be

satisfactory'.

Regulatory mapping

As part of the development of the Group's

enterprise risk management framework,

the Company engaged KPMG to perform

an international risk and control mapping

exercise to help the Company better

understand its regulatory obligations,

the risks faced, and the presence and

adequacy of controls to mitigate them. More

information can be found in the risk report

on pages 30 to 41.

Taxation

The Board oversees and sets the Group’s

tax strategy and evaluates tax risk. In

undertaking this task, the Group’s internal tax

team is supported by external legal and tax

advisers.

During the year, the Group’s Head of Tax

kept the Board and Audit & Risk Committee

apprised of both existing and emerging tax

risks as well as an assessment of the tax

risks across the enlarged Group, in particular

as the organisational design of the Group

continued to evolve.

In 2023, the Board and Audit & Risk

Committee discussed the Group’s tax-

related matters including the Group’s tax

footprint in each territory and its alignment

with value creation. The tax impact of

organisational and operational change

across the business was, and continues to

be, kept under close review. The Committee

noted that the Group registered for taxes

in relevant jurisdictions in order to ensure

timely reporting and payment on the correct

basis, while reserving its position concerning

contesting possible existence of a liability in

appropriate cases. For further information,

see notes 9 and 26 to the financial

statements.

Goodwill and impairment reviews

As set out in note 12 to the consolidated

financial statements, the Group has

significant goodwill and other intangible

assets identified on acquisition relating to

the acquisition of William Hill.

The Committee reviewed the cash flow

forecasts supporting the carrying value

of goodwill and other intangible assets,

including the key assumptions and estimates

as well as the impact of the recent and

potential regulatory developments and

the impact of the external economic

environment on discount rates. There

were no impairments noted relating to the

goodwill recognised in the current year.

The Committee reviewed whether there

were other triggers for impairment across

the remainder of the Group. No impairment

indicators were noted, and there were no

indicators suggesting a need for impairment

reversal.

888 HOLDINGS PLC

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

SUPPLEMENTARY IN FORMATION

Revenue recognition and development

costs capitalisation

Revenue recognition and the capitalisation

of development costs are areas of material

risk in relation to the preparation of the

financial statements. The Committee has

considered the Group’s accounting policies

in these areas as well as the application

of those policies and the process and

control framework and has concluded

that the Group’s recognition of income

and capitalisation of development costs is

appropriate.

IT systems

The Group’s IT systems are complex, and

the majority of customer-facing systems

are predominantly developed in-house.

The integration of corporate IT systems

between 888 and William Hill is progressing

well with the successful migration of the

two separate operating systems on to one

tenant. The success of the business relies

on the development of IT platforms that

are innovative and appealing to customers.

In addition, the integrity and security of

the IT systems are vital from a commercial

standpoint as well as to ensuring a robust

control environment. The 888 and William

Hill businesses operate on different ERP

finance systems. As part of the ongoing

integration of 888 and William Hill post-

acquisition, a project was launched to

align the ERP systems of both businesses.

Using a best practice approach, it was

agreed that the project would draw on the

expertise of the business to also integrate

improved automation and connectivity with

other business platforms as part of the new

system. The Committee has considered this

within the context of the preparation of the

financial statements and notes the transition

onto one ERP finance system as part of the

integration programme is progressing.

The Audit & Risk Committee oversaw internal

audit’s continuing review of the Group’s

cyber incident response capability and as

an outcome of this process the Company’s

ISO 14001 accreditation was maintained in

2023.

Internal controls and risk management

The Board has overall responsibility for

ensuring that the Group maintains a sound

system of internal control. There are inherent

limitations in any system of internal control

and no system can provide absolute

assurance against material misstatements,

loss or failure. Equally, no system can

guarantee elimination of the risk of failure

to meet the objectives of the business.

Against this background, the Committee

has, together with the Board, developed

and maintained an approach to risk

management that incorporates risk appetite

and tolerance, the framework within which

risk is managed and the responsibility and

procedures pertaining to application of the

policy.

Enterprise Risk Management Framework

The Group’s Enterprise Risk Management

Framework is an infrastructure divided into

five distinct categories

1. Risk Governance;

2. Risk Accountability;

3. Risk Strategy;

4. Risk Appetite; and

5. Risk Culture.

The risk management governance

framework is in place to oversee and

manage all business activities, and it aligns

risk strategy with the Group’s overall goals

and objectives. The Group’s approach to risk

is underpinned by a defined set of principles

to guide and direct risk appetite, which have

been agreed by the Board. During the year,

the Board Risk Appetite Statement was

redefined and is accompanied by key risk

indicators and clear tolerance thresholds.

The Committee assessed the key priorities

for 2024 and believes that they promote a

strong risk culture which ensures the Group’s

operations remain sustainable.

The Group is proactive in ensuring that

corporate and operational risks are

identified, assessed and managed by

identifying suitable controls. A corporate

risk register is maintained by the Chief Risk

Officer.

A description of the principal risks is set out

in the Risk Report on pages 36 to 41.

The Board, supported by the Audit & Risk

Committee, has confirmed that it has

carried out a robust assessment of the

principal risks facing the Group, including

those which threaten its business model,

future performance, solvency or liquidity.

In addition to the matters above, the work of

the Committee during the year included:

• Reviewing the draft interim and annual

reports and considering:

1. The accounting principles, policies and

practices adopted and the adequacy

of related disclosures in the reports;

2. The significant accounting issues,

estimates and judgements of

management in relation to financial

reporting;

3. Whether any significant adjustments

were required arising from the audit;

4. Compliance with statutory tax

obligations and the Company’s tax

policy;

5. Whether the information set out in

the Strategic Report was balanced,

comprehensive, clear and concise and

covered both positive and negative

aspects of performance; and

6. Whether the use of 'alternative

performance measures' obscured IFRS

measures.

• Meeting with internal and external

auditors, both with and in the absence of

the Executive Directors.

• Reporting to the Board on how it has

discharged its responsibilities.

• Making recommendations to the Board in

respect of its findings in respect of all of

the above matters.

• Review and approval of the external audit

fee.

• Oversight of the audit tender process.

The Board considers that the processes

undertaken by the Audit & Risk Committee

continue to be appropriately robust and

effective and in compliance with the

guidance issued by the FRC.

The Committee believes that appropriate

internal controls are in place throughout the

Group. A new Target Operating Model has

been developed to ensure that there are

clear lines of responsibility, and the most

effective control processes are in place

across both businesses. The Committee also

believes that the Company complies with

the FRC Guidance on Risk Management,

Internal Control and Related Financial and

Business Reporting.

ANNUAL REPORT & ACCOUNTS 2023

AUDIT & RISK COMMITTEE CONTINUED

GOING CONCERN AND FINANCIAL

VIABILITY

During 2023, the Committee reviewed the

appropriateness of adopting the going

concern basis of accounting in preparing

the full year financial statements, and

assessed whether the business was viable

in accordance with the Code. As part of

the assessment, the Committee closely

scrutinised the Group’s major risks, both

individually and how they might occur in

combination, their financial impact, how

they are managed, the availability of finance

and the appropriate period for assessment.

This included detailed modelling of the

Company’s assumptions underlying its

forecast.

In its going concern assessment, the

Directors have considered a range of

plausible downside scenarios as well as

considering separate reverse stress tests.

It has also considered the further actions

available to the Group to conserve cash

to mitigate the impact of any severe but

plausible downside scenarios occurring.

The Committee challenged the identification

of these scenarios linked to significant risks

and the assumptions comprising the viability

analysis carried out by management and

deemed appropriate the going concern

basis of accounting and disclosure around

both going concern and the viability

statement. The Group’s viability statement is

on page 42.

FAIR, BALANCED AND UNDERSTANDABLE

The Committee considered whether the

2023 Annual Report is fair, balanced and

understandable, and whether it provides the

necessary information to shareholders to

assess the Group’s performance, business

model and strategy. The Committee

considered management’s assessment of

items included in the financial statements

and the prominence given to them and

ensured it followed a framework which

supports the inclusion of key messaging,

market and segment reviews, performance

overviews, principal risks and other

governance disclosures. The Committee

also ensured that sufficient forward-looking

information was provided, and a balance

made between describing potential

challenges and opportunities.

The Committee and subsequently the

Board are satisfied that, taken as a whole,

the 2023 Annual Report & Accounts are

fair, balanced and understandable. The

Committee ensured the steps undertaken

by management were performed such that

the Annual Report & Accounts remain fair,

balanced and understandable including the

following processes:

• The Group’s Finance department,

Director of Investor Relations, Company

Secretary and legal advisers initiate the

process in coordination with the Group’s

public relations advisers, focusing on

main themes and financial trends which

primarily inform the Chair’s Statement,

Strategic Report and Business & Financial

Review. The draft statements are then

reviewed, and comments provided by

Group senior management. Input was

also provided by the Company’s Risk

team, Reward team and remuneration

and ESG consultants.

• The Group’s Company Secretary leads

the process of compiling the relevant legal

and corporate governance sections, and

obtains input from Group legal advisers,

senior management and Board members

as required.

• The Group’s Risk team drafts the risk

report supported by legal advice received

by the Group and developments in

relevant risks and risk discussions held by

the Board.

• The Group’s Reward team drafts

the Directors' Remuneration Report

(including the Remuneration Policy)

which is then reviewed by the Group’s

remuneration advisers and the

Remuneration Committee.

• The Group’s Finance department prepares

the accounts. These are audited by the

Company’s auditors, who check amongst

other matters that the Group has given

appropriate attention to any relevant

changes in accounting policies.

• The Group’s CFO, Group Financial

Controller and Director of Investor

Relations review the entire Annual Report

& Accounts and lead an iterative process

pursuant to which the relevant internal and

external stakeholders review and provide

comments.

• The draft Annual Report & Accounts

is presented to the Committee, which

is also in possession of a detailed

report from the external auditor, where

a detailed discussion is held regarding

key disclosures and the Committee’s

recommendations are provided to

the Board.

• The Annual Report & Accounts is finally

reviewed by the full Board for approval.

• Adequate time is given to each of

the above steps to allow for full and

meaningful review.

PERFORMANCE OF AUDIT & RISK

COMMITTEE

The Audit & Risk Committee’s performance

was evaluated as part of the external Board

evaluation in 2023 as detailed on page 50.

The overall conclusion of the review was

that the Committee remains effective in

discharging its functions and reporting to

the Board and the recommended change to

include Risk within the Committee’s area of

responsibility has been completed.

INTERNAL AUDITORS

The Internal Audit team provides

independent assurance over the Group’s risk

management and internal control processes

to the Board via the Audit & Risk Committee.

The Audit & Risk Committee reviewed

and monitored the internal audit plan in

accordance with the principal risks to the

business. The Committee reviewed reports

from the in-house Internal Audit team in

relation to all internal audit work carried out

during the year and monitored responses

and follow ups by management to internal

audit findings. During 2023, the Committee

received reports on:

• UK AML

• GAMSTOP 888

• Delivering compliance for new technology

• Cyber security

• 888 UKGC Action Plan

• Graph QL

• Ad-hoc investigations

The 2024 risk-based audit programme

was reviewed and approved by the Audit

& Risk Committee in January 2024. Any

changes to this agreed audit programme

will be communicated to the Audit & Risk

Committee and will require its approval.

888 HOLDINGS PLC

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

SUPPLEMENTARY IN FORMATION

EXTERNAL AUDITORS

EY has been the Company’s external

auditor since appointment in 2014 and

re-appointment in 2023. The partners

responsible for the external audit are

Dale Cruz, a partner in EY’s Gibraltar

office, and Marcus Butler, a partner in EY’s

London office. Dale and Marcus have been

responsible for 888’s audit since 2023 and

2021 respectively.

The Committee has reviewed the

performance of EY in relation to the

Group audit, a process which involved

all Board members and senior members

of the Group’s Finance function. Specific

consideration was given to:

• Ensuring that safeguards put in place by

the auditor against independence threats

are sufficient and comprehensive;

• Ensuring that the quality and

transparency of communications from the

external auditors are timely, clear, concise

and relevant and that any suggestions

for improvements or changes are

constructive;

• Determining whether they had exercised

professional scepticism, with regards

to the reliability of evidence provided,

the appropriateness and accuracy of

management responses to questions,

considering potential fraud and the

need for additional procedures and the

willingness of the auditor to challenge

management assumptions; and

• Considering whether the quality of the

audit engagement team is sufficient and

appropriate — including the continuity of

appropriate industry, sector and technical

expertise.

Feedback is provided to the external auditor

by the Audit & Risk Committee through one-

to-one discussions between the Chair of the

Audit & Risk Committee and the audit firm

partner. Each year, the results of the review

of the EY audit practice by the regulator are

discussed with the audit team to determine

the relevance to the Group’s audit and how

the team needs to respond.

The conclusions reached by the Committee

were that EY had performed the external

audit in a professional manner, and it was

therefore the Committee’s recommendation

that the reappointment of EY be proposed

to shareholders at the Annual General

Meeting to be held in May 2024.

The Committee reviewed the reports

prepared by the external auditors

on key audit findings and any

significant deficiencies in the financial

control environment, as well as the

recommendations made by EY to

improve processes and controls together

with management’s responses to those

recommendations. EY highlighted a

small number of specific internal control

weaknesses and management committed to

making appropriate changes to controls in

the areas highlighted by EY.

AUDIT TENDER

During the year, the Company undertook

an audit tender exercise. The audit contract

was last tendered for the year ended

31 December 2014 and no contractual

obligations existed that acted to restrict the

Audit & Risk Committee’s choice of external

auditors. Under the EU Audit Regulation

and the Competition and Markets Authority

'The Statutory Audit Services for Large

Companies Market Investigation (Mandatory

Use of Competitive Tender Processes and

Audit Committee Responsibilities)' Order

2014, the Company was required to run

a competitive tender process in respect

of auditor appointment no later than 31

December 2023.

The Audit & Risk Committee led the audit

tender process, which included the approval

of the plan for the audit tender, late in 2022,

nominating a Selection Committee led by

the Chair of the Audit & Risk Committee and

comprised another non-executive director,

the CFO, and the Group Financial Controller.

The tender process included two bidding

firms and involved the setup of a data room;

a formal process for submitting requests

and queries for further information and

a range of meetings with the Board and

senior management including a number of

meetings with the Chair of the Audit & Risk

Committee as well as meetings with the

Executive Chairman and a Non-Executive

Director. Both bidding firms were given

access to the same members of the Board

and management and the same data

across the tendering process.

The Selection Committee was responsible

for ensuring that transparent and non-

discriminatory selection methods were

effectively applied when evaluating the

audit proposals. The Selection Committee

used criteria including strength of team;

understanding of industry and business;

audit quality; and technical expertise

and value for money in order to inform its

decision.

Following a rigorous tender process

with two bidding firms, the Selection

Committee recommended that EY

remain as the Company’s auditors. In

August 2023 the Audit & Risk Committee

accepted the proposal and made a formal

recommendation which was approved by

the Board and the re-appointment of EY will

be put to shareholders at the 2024 AGM.

The Committee notes and confirms

compliance with the other provisions of the

Competition & Markets Authority Order 2014

in respect of statutory audit services for

large companies.

AUDIT AND NON-AUDIT WORK

The Audit & Risk Committee remains

mindful of the attitude investors have to

auditors performing non-audit services. The

Committee has clear policies relating to the

auditors undertaking non-audit work and

monitors and approves the appointment of

the auditors for any non-audit work involving

fees above £25k, with a view to ensuring that

non-audit work does not compromise the

auditors’ objectiveness and independence.

The Committee is committed to ensuring

that fees for non-audit services performed

by the auditors will not exceed 70% of

aggregate audit fees measured over a

three-year period.

Fees payable to the auditor for audit and

non-audit services are set out in note 5 to

the financial statements on page 120.

ANNUAL REPORT & ACCOUNTS 2023

REMUNERATION COMMITTEE

DEAR SHAREHOLDER,

I am pleased to present the Directors’

Remuneration Report for the year ended

31 December 2023, my first as Chair of the

Remuneration Committee following my

appointment in May 2023, succeeding Anne

de Kerckhove, who remains a member of the

Committee. This report sets out:

• my statement on the activities and

decisions of the Remuneration Committee

during the year;

• the new Directors’ Remuneration Policy

which will be put to shareholder vote at

our AGM on 13 May 2024; and

• the Annual Report on Remuneration, which

explains how the Directors’ Remuneration

Policy was implemented in 2023 and

how the new policy will be implemented

in 2024.

As a company incorporated in Gibraltar,

888 Holdings Plc is not bound by UK law

or regulation in the area of directors’

remuneration to the same extent that it

applies to UK incorporated companies.

However, by virtue of 888’s Premium Listing

on the London Stock Exchange and

reflecting the Committee’s approach to

good governance and investor expectation,

we have prepared this report in line with the

requirements of the Directors’ Remuneration

Reporting regulations.

OVERVIEW OF 2023

2023 has been another year of change for

the Group.

We were delighted to welcome Per

Widerström as our new Chief Executive

Officer on 16 October 2023 and Sean

Wilkins as our new Chief Financial Officer

on 1 February 2024. We are confident that

our new executive team have the right skills

and capability to lead the Group through

our recovery plan and deliver the Group's

strategic value creation plan. These factors

have shaped the Executive Directors’

remuneration packages for the year ahead

as set out later in my letter.

Whilst financial performance has been

disappointing, the Group has made

significant and ongoing improvements to

the sustainability and quality of the mix of

the business in addition to strong double

digit active customer growth providing

strong foundations for our recovery and

growth plans. This has been the context

in which the Committee has reviewed

remuneration outcomes for the year and

considered metrics and target setting for

the year ahead.

REMUNERATION OUTCOMES FOR 2023

2023 was a year of transition for our

executive leadership team and our bonus

arrangements were structured taking this

into account.

As explained in last year’s Remuneration

Report, our former CFO, Mr Dafna, remained

with the business on the departure of our

former CEO, Mr Pazner, and was entitled to

a bonus for 2023 of up to 150% of salary,

based 60% on Group operational targets

(revenue, EBITDA, EBITDA margin, regulatory

compliance and an ESG scorecard with 50%

safer gambling, 25% environmental and 25%

employee engagement) and 40% on key

integration objectives (40% operational cash

flow and the remainder integration priorities).

The maximum bonus opportunity for our new

CEO, Mr Widerström, was 150% of salary pro-

rated to his appointment to the Board on 16

October 2023. His annual bonus was based

solely on the Group operational element of

the bonus, reflecting him joining the Board in

the last quarter of the year.

While there was strong performance

against the regulatory compliance and

ESG scorecard elements of the Group

operational bonus metrics, the targets

for the financial metrics were not achieved.

For 2023 a hurdle mechanism was in place

such that no bonus would be payable if

performance against the adjusted EBITDA

metric was below 90% of target, irrespective

of performance against other operational

targets. This hurdle threshold was not met

and as a result, the Committee agreed

that no bonus would be payable in respect

of any of the Group operational targets.

Therefore, no bonus is payable to our CEO

for 2023.

For our former CFO, Mr Dafna, there was

no bonus paid for the Group operational

element which accounted for 60% of his

total bonus. However, there was strong

performance achieved against the 40% of

the bonus based on operational cash flow

and our integration priorities of restructuring

and effective leadership of the finance

team and effective contribution to, and

management of, the integration programme.

MEMBERSHIP IN 2023

MEETING

ATTENDANCE

Andrea Gisle Joosen

(Chair from 23 May) 1/2

Anne de Kerckhove 4/4

Limor Ganot 3/4

Mark Summerfield

(until 26 September) 2/2

Andrea Gisle Joosen

Chair of the Remuneration Committee

888 HOLDINGS PLC

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

SUPPLEMENTARY IN FORMATION

In determining the performance against

the integration element, the Committee

noted the successful execution of synergies

during 2023, including the transformation

of the Group’s finance function achieving

a significant reduction in cost while

maintaining engagement. Operational cash

flow has been appropriately controlled with

no use of retained cash flow throughout

the year, a critical target for the Board

to ensure sufficient capital is available

for investment in growth. Integration and

transformation costs have also been

kept well within budget, further freeing

up capital. As a result, the integration

objectives have been assessed to be met

in full. The Committee considered whether

this outcome was appropriate taking

into account the crucial role the CFO has

played in 2023, during a year of instability

with significant headwinds, to integrate the

business following the acquisition of the

non-US William Hill business in 2022 and

deliver synergies and cost savings across

the Group. The CFO’s contributions during

2023 have been significant in setting the

foundation for future long-term sustainable

growth and profitability for the Group. Taking

these matters into account the Committee

concluded that it was appropriate that Mr

Dafna should receive the formulaic outcome

of this part of the bonus noting that there

was no payment under the Group objective

element. As a result, Mr Dafna will receive

a bonus payment of 40% of the maximum

bonus opportunity. While Mr Dafna stood

down from the Board on 2 October 2023,

he remained an employee working within

the business until 31 December 2023 and

there is therefore no bonus pro-ration.

The LTIP award granted in 2021 was

based 50% on relative TSR performance

and 50% on adjusted EPS performance

measured over three financial years to

31 December 2023. As disclosed in last

year’s Remuneration Report, the base EPS

for this award was rebased to reflect the

performance of the combined business

following the acquisition, and no changes

were made to the performance target range

of 3% to 9% CAGR. As a result of adjusted

EPS of 10.7p and TSR performance below

threshold against the sector peer group, the

award granted to Mr Dafna will lapse in full.

BOARD CHANGES AND REMUNERATION

ARRANGEMENTS FOR OUR NEW CEO

AND CFO

Our CEO, Mr Widerström’s salary has been

set at £676,000, which is in line with the

salary of his predecessor reflecting his

significant experience in the online gaming

industry, pension of 5% of salary and

benefits in line with policy. Mr Widerström’s

annual bonus opportunity is 150% of salary,

representing a reduction of 50% of salary to

his predecessor, and an LTIP opportunity of

200% of salary. A single relocation payment

has been made to facilitate Mr Widerström’s

move from Sweden to the UK, the net

amount of which is repayable if he resigns

and leaves the business within two years of

appointment.

Following Mr Widerström’s appointment,

Lord Mendelsohn resumed his position as

Non-Executive Chair having acted as interim

Executive Chair since 30 January 2023 when

the former CEO stepped down from the

Board.

Our new CFO, Mr Wilkins’ annual salary

has been set at £430,000, which the

Committee has assessed to be the market

rate for the role at the time of appointment.

The salary represents an increase to his

predecessor’s salary which the Committee

considers to be appropriate, noting that the

salary of our former CFO was significantly

below market and Mr Wilkins' extensive

experience in the sector and in CFO roles

at both private and public companies.

Mr Wilkins will receive a pension of 5% of

salary and benefits in line with policy. Mr

Wilkins’ annual bonus opportunity for 2024

is 125% of salary, representing a reduction

of 25% of salary in comparison with his

predecessor, and an LTIP opportunity of

175% of salary, representing an increase

of 25% of salary in comparison with his

predecessor. The Committee believes that

the overall package, including the decrease

in annual bonus opportunity and increase

in LTIP award level, aligns our new CFO to

shareholder interests and the long-term

priorities of the business as we look to

grow and drive value creation in the

coming years.

Mr Dafna, former CFO, stepped down from

the Board on 2 October 2023 and left the

business on 31 December 2023. Full details

of his remuneration are set out in the main

body of this report.

Andria Vidler, independent Non-Executive

Director stepped down from the Board

and as Chair of the ESG Committee on 30

September 2023. Non-Executive Director

fees were paid to the date she stepped

down from the Board.

REMUNERATION POLICY REVIEW

During the year the Committee spent time

reviewing the Remuneration Policy ahead

of the next triennial policy vote at the 2024

AGM. The conclusion of this review was

that the current structure, subject to limited

refinements, remained appropriate in light of

our strategy. The limited changes proposed

facilitate the operation of the policy in

the coming years and in respect of bonus

deferral, align to best practice. The key

changes to the policy are:

• Changing bonus deferral such that one-

third of any bonus paid will be deferred

for a period of two years. The deferral is

structured so that one-third of the bonus

earned (net of tax) is used to buy shares

which are subject to a holding period of

two years. The shares are therefore not

forfeitable on cessation for any reason but

will be subject to clawback for the holding

period. Previously, the policy required

deferral of bonus over 100% of salary in

three equal tranches over one, two and

three years.

• The inclusion of an exceptional LTIP award

limit of 300% of salary. The Committee

has no current intention to use this

exceptional limit but wants to ensure

that the policy is future proofed for the

three-year policy period, and it has the

flexibility in exceptional circumstances to

use this higher award level to incentivise

the Executive Directors to deliver our

significant turnaround and value creation

plans during the next three-year policy

life. The normal maximum award level

will remain at 200% of salary, and award

levels will not be increased above this

without prior shareholder consultation.

• There are some minor changes of a

housekeeping nature to include:

– amending the policy wording for the

LTIP to enable the inclusion of non-

financial and ESG measures;

– removing the maximum pension

contribution rate of 15% of salary to

specify that pension is capped at the

workforce rate from time to time. The

Executive Directors currently receive a

pension contribution of 5% of salary,

which is aligned to the UK workforce;

– providing that Executive Directors are

eligible to participate in all-employee

share plans on the same terms as

employees, following the successful

launch of our SAYE Sharesave scheme

in 2023;

ANNUAL REPORT & ACCOUNTS 2023

REMUNERATION COMMITTEE CONTINUED

REMUNERATION POLICY REVIEW

CONTINUED

– amending the way in which the

shareholding guideline is achieved so

that Executive Directors have a period

of five years from appointment to meet

the requirement; and

– additionally, some minor wording

changes have been made to reflect

operational changes following the

acquisition of the UK business of William

Hill, and that our Executive Directors are

now based in the UK.

IMPLEMENTATION OF UPDATED

POLICY FOR 2024

Base salaries for the Executive Directors

were set on appointment and therefore no

changes to salaries will be made for 2024.

As such, the Executive Directors' first salary

review date will be 1 April 2025.

The annual bonus opportunity will be 150%

of salary for the CEO and 125% of salary for

the CFO with LTIP awards of 200% and 175%

of salary, respectively.

With the appointment of our new executive

team, and the CEO’s strategic review

and recovery and value creation plan,

the Committee has considered carefully

how to ensure that incentive measures

support our business strategy. The annual

bonus for 2024 is based on a mix of key

financial and strategic measures which

underpin our value creation plan: 20% on

revenue, 20% on adjusted EBITDA, 15% on

leverage using net debt to adjusted EBITDA

ratio, 25% on strategic objectives, 10% on

personal objectives and 10% on an ESG

scorecard split 50% to safer gambling,

25% to environmental impact and 25%

to employee engagement. The strategic

objective element of the bonus is focused

on delivery of the key strategic initiatives

of our value creation plan. The personal

objective element is focused on a range of

important priorities not explicitly included

in the Group bonus measures including the

transformation programme and desired shift

in organisational culture. The Committee has

considered carefully the balance and focus

of the annual bonus metrics across our key

priorities for the year ahead. We have not

included a specific regulatory compliance

measure for 2024 but the Committee will

scale back the formulaic outcome of the

bonus if it has significant compliance

concerns, including but not limited to

issues either raised by, or reportable to, the

regulator of any market. In line with the new

policy, one-third of any bonus earned will

be used to purchase Company shares that

cannot be sold for a period of two years.

888 HOLDINGS PLC

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

SUPPLEMENTARY IN FORMATION

The performance measures and weightings

for the LTIP have also been reviewed, with

50% continuing to be based on relative

TSR, split equally between a bespoke sector

peer group and the FTSE 250 excluding

investment trusts. The remaining 50% will

be based on a new measure of net value

creation for shareholders which combines

our focus on growth and value creation

with reducing net debt. This measure

replaces the earnings per share metric

used in previous LTIP awards as it provides

specific focus on our combined priorities

of profit growth and debt reduction. The

Committee is in the process of finalising

the performance targets for the net value

creation element and they will be disclosed

in the RNS at the time of grant.

SHAREHOLDER ENGAGEMENT

As part of our policy review, I have reached

out to our largest shareholders to provide

them with the opportunity to meet with

me as the new Committee Chair and to

provide feedback on our policy proposals.

Responses from shareholders have

been limited and I remain available to

shareholders if they would like to discuss our

new policy or our approach to remuneration

more broadly. Those shareholders that

have provided feedback have been

overall supportive of the Committee’s

approach, understanding the need to align

remuneration to our recovery and value

creation plan.

WIDER WORKFORCE REMUNERATION

The Committee continues to review and

consider the pay arrangements for our

workforce, particularly given continuing

inflationary pressures on household

incomes and our cost reduction exercise.

The workforce salary increase for 2024 is

budgeted at 3%, excluding UK retail where

rates of pay will be increased to align with

the 2024 National Living Wage.

We were pleased to launch our all-

employee Sharesave share option scheme

in September 2023, with employees globally

invited to participate in the scheme and

share in the future success of the business

through the purchase of shares offered at

a discount to the market price. We were

delighted that over 2,000 colleagues

participated in the Sharesave scheme. The

scheme was shortlisted in four categories at

the 2023 ProShare Awards, winning for Best

Employee Share Plan Outcome Following A

Major Corporate Change.

CONCLUSION

The Committee has considered the

operation of the policy for 2023 and is

comfortable that remuneration outcomes

are appropriate in the context of a critical

year for the Group, and that the policy has

operated as intended.

The proposed changes to policy, and the

way the policy will be operated for 2024, are

considered to be aligned with strategy going

forward as we look to grow and drive value

creation in the coming years.

I hope you will find this report helpful

and informative, and I look forward to

shareholders’ support for the shareholder

resolution on this Remuneration Report

excluding the Directors’ Remuneration Policy

and the separate resolution for the Directors’

Remuneration Policy at our forthcoming

Annual General Meeting.

I am available for any questions or queries

you may have and can be reached through

our Company Secretary.

ANDREA GISLE JOOSEN

Chair of the Remuneration Committee

26 March 2024

ANNUAL REPORT & ACCOUNTS 2023

DIRECTORS’ REMUNERATION REPORT

888 Holdings 2024 Directors’ Remuneration Policy

The Directors’ Remuneration Policy set out below is subject, as a company incorporated in Gibraltar, to an advisory shareholder vote at the

2024 AGM on 13 May 2024 and, subject to approval, the policy is intended to apply for a period of up to three years from that date.

DECISION-MAKING PROCESS FOR DETERMINATION, REVIEW AND IMPLEMENTATION OF POLICY

The review of the policy is carried out by the Remuneration Committee, in the absence of the Executive Directors, where appropriate,

to manage potential conflicts of interest, and with the advice of our remuneration consultant. The Committee’s review process includes

consideration of how the current policy aligns to and supports the business strategy, market practice, regulation and governance

developments as well as wider pay context, such as Group reward arrangements. The Committee also considers the guidelines of

shareholder representative bodies, proxy agencies and investor expectations and as part of the review process our largest shareholders

are consulted.

As part of the policy review, engagement with our shareholders and proxy agencies will include the operation of the policy for the year

ahead. There will also be engagement where no changes to the policy are being made but significant changes are being considered to the

operation of the policy.

The base salary increases and broader remuneration arrangements, including pension provision, for the wider workforce are considered by

the Committee when determining and implementing the remuneration policy for the Executive Directors.

The implementation of the policy is considered annually by the Committee for the year ahead in light of the strategic priorities. Incentive

metrics and target scales are also reviewed and recalibrated as necessary based on a number of internal and external reference points to

ensure that they remain appropriate.

CHANGES TO THE REMUNERATION POLICY

A summary of the changes to the policy are set out below.

The policy is presented with updated wording and format to align with best practice, noting that the overall policy has not been updated

as a whole since its original introduction in 2016. However, only limited substantive changes have been made within this new format.

• Introducing an exceptional maximum LTIP award level of 300% of salary. The normal maximum award level of 200% of salary is

unchanged.

• Updating our approach to annual bonus deferral so that one third of any bonus paid will be deferred for a period of two years, rather

than only bonus over 100% of salary. One third of the (net of tax) bonus is used to buy shares in 888 which are subject to a holding

period of two years. These shares are not forfeit on cessation of employment, but clawback continues to apply.

• Removal of the maximum pension opportunity of up to 15% of salary, with wording to confirm pension is capped at the workforce rate.

• Clarification that the range of performance measures that can be used under the LTIP includes non-financial and environmental, social

and governance (ESG) measures.

• Inclusion of the opportunity to participate in any all-employee share plan on the same terms as employees, set up by the Company.

• Changing the way in which the shareholding requirement is achieved such that Executive Directors will be expected to retain shares from

incentive awards so that they are able to meet the shareholding requirement within five years of appointment to the Board.

• Additionally, some minor wording changes have been made to reflect operational changes following the acquisition of William Hill, and

that our Executive Directors are now based in the UK, for example salary increases being usually effective 1 April.

ALIGNMENT OF THE POLICY WITH UK CORPORATE GOVERNANCE CODE PROVISION 40

CLARITY The policy and the way it is implemented is clearly disclosed in this policy section of the Remuneration Report

and in the Annual Statement. The Committee consults with shareholders on the design of the policy and any

changes to its implementation.

SIMPLICITY The policy is simple and straightforward, based on a mix of fixed and variable pay. The annual bonus and LTIP

include performance conditions which are aligned with key strategic objectives of the business.

RISK Performance targets for the incentive schemes provide appropriate rewards for stretching levels of performance

without driving behaviour which is inconsistent with the Company’s risk profile. Reputational risk from a perception

of 'excessive' payouts is limited by the maximum award levels set out in the policy and the Committee’s discretion

to adjust formulaic remuneration outcomes. To avoid conflicts of interest, no Executive Director or other member

of management is present when their own specific remuneration is under discussion.

PREDICTABILITY The policy includes full details of the individual limits in place for the incentive schemes as well as 'scenario charts'

which set out potential payouts in the event of different levels of performance.

PROPORTIONALITY There is a clear link between individual awards, delivery of strategy and our long-term performance. In addition,

the significant role played by incentive/’at-risk’ pay and the presence of malus and clawback provisions ensure

that poor performance is not rewarded.

ALIGNMENT

TO CULTURE

The approach to Directors’ remuneration is consistent with the Group’s culture and values, as well as the

Group strategy.

888 HOLDINGS PLC

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

SUPPLEMENTARY IN FORMATION

REMUNERATION POLICY TABLE

BASE SALARY

PAY ELEMENT AND PURPOSE To recruit, motivate and retain high-calibre Executive Directors by offering salaries at market-

competitive levels. Reflects individual experience and role.

OPERATION Salaries are normally reviewed annually with any changes normally effective from 1 April. Positioning

and increases are influenced by:

• our sector, size and complexity, both in the UK and internationally;

• the skills, experience and performance of the individual;

• changes in responsibility or position;

• changes in broader workforce salary; and

• the performance of 888 as a whole.

OPPORTUNITY Any increase to Directors’ salaries will generally be no higher than the average increase made to the

workforce. However, a higher increase may be made, for example, where there is a change to role,

there is additional responsibility or complexity, or in other exceptional circumstances.

PERFORMANCE METRICS,

WEIGHTING AND

ASSESSMENT

None.

BENEFITS

PAY ELEMENT AND PURPOSE To provide a market-competitive level of benefits based on the market in which the Executive

is employed.

OPERATION The Executive Directors receive benefits which include, but are not limited to, a company car or car

allowance, health insurance, disability and life assurance.

The Remuneration Committee retains the discretion to be able to include other benefits including (but

not limited to) relocation expenses and tax equalisation.

Any reasonable business-related expenses can be reimbursed, including the tax thereon if determined

to be a taxable benefit.

OPPORTUNITY The maximum will be set at the cost of providing the benefits described. The Remuneration Committee

reviews benefit offering and cost periodically.

PERFORMANCE METRICS,

WEIGHTING AND

ASSESSMENT

None.

PENSION

PAY ELEMENT AND PURPOSE To provide market-competitive retirement benefits.

OPERATION Contribution to the Group pension scheme or a cash allowance in lieu of pension.

OPPORTUNITY Pension contribution rate or cash allowance is in line with the rate applicable to the workforce in the

country of appointment (currently 5% of salary in the UK).

PERFORMANCE METRICS,

WEIGHTING AND

ASSESSMENT

None.

ANNUAL REPORT & ACCOUNTS 2023

DIRECTORS’ REMUNERATION REPORT CONTINUED

ANNUAL BONUS PLAN

PAY ELEMENT AND PURPOSE To drive and reward annual performance against financial and non-financial KPIs and to encourage

long-term sustainable growth and alignment with shareholders’ interests through payment in shares.

OPERATION The Remuneration Committee will determine the annual bonus payable after the year-end, based on

an assessment of performance against targets.

No more than two thirds of the annual bonus will be paid out in cash after the end of the financial

year. The remaining amount, post-tax, will be used to purchase shares which the Executive is required

to hold for a period of two years. The holding period continues on cessation of employment.

Malus and clawback provisions will apply up to the date of the annual bonus determination and

for three years thereafter. Circumstances include if the financial statements of 888 were materially

misstated, an error occurred in assessing the performance conditions of a bonus, if the Executive

ceased to be a Director or employee due to gross misconduct, or in an event of corporate failure,

failure of risk management or reputational damage.

OPPORTUNITY The maximum annual bonus opportunity is 200% of salary.

PERFORMANCE METRICS,

WEIGHTING AND

ASSESSMENT

A range of key financial and non-financial measures, including strategic objectives and ESG measures,

may be set for the annual bonus.

The majority of the performance measures will be based on financial performance.

Performance measures will be set each year taking into account Company strategy.

No more than 25% of the relevant portion of the annual bonus is payable for delivering a threshold

level of performance, and no more than 50% is payable for delivering a target level of performance

(where the nature of the performance metric allows such an approach).

The Remuneration Committee may adjust the formula-driven outturn of the annual bonus calculation

in the event that the Committee considers it appropriate, for example, where it does not reflect

underlying performance, overall shareholder experience or employee reward outcome.

LONG-TERM INCENTIVE PLAN (LTIP)

PAY ELEMENT AND PURPOSE Rewards Executive Directors for achieving longer-term performance and sustainable growth for

shareholders over a longer-term timeframe. Enables Executive Directors to build a meaningful

shareholding over time and aligns with shareholders’ interests.

OPERATION Awards can be granted in the form of conditional shares or nil cost options.

Awards will vest at the end of a performance period of at least three years, subject to the satisfaction

of performance conditions.

The net of tax number of shares that vest will be subject to an additional two-year holding period,

during which the shares cannot be sold. The holding period continues on cessation of employment.

An additional payment, normally in shares, may be made equal to the value of dividends which would

have accrued on vested shares.

Malus and clawback provisions will apply for three years post vesting. Circumstances include if the

financial statements of 888 were materially misstated, an error occurred in determining award levels

and assessing the performance conditions of an LTIP, if the Executive ceased to be a Director or

employee due to gross misconduct, or in an event of corporate failure, failure of risk management or

reputational damage.

OPPORTUNITY The exceptional maximum award level is 300% of salary.

The normal maximum award level is 200% of salary.

The award level will not be increased above the normal maximum award level of 200% of salary

without shareholder consultation.

888 HOLDINGS PLC

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

SUPPLEMENTARY IN FORMATION

LONG-TERM INCENTIVE PLAN (LTIP) CONTINUED

PERFORMANCE METRICS,

WEIGHTING AND

ASSESSMENT

Awards vest based on a range of financial, total shareholder return and non-financial measures,

including but not limited to strategic and ESG measures. Strategic and ESG measures, if used, will

represent a minority of the award.

Threshold performance under each metric will result in no more than 25% of that portion of the

award vesting.

The Remuneration Committee may adjust the formula-driven outturn of the LTIP in the event that

it considers it appropriate, for example, where the Committee considers that it does not reflect

underlying performance, overall shareholder experience or employee reward outcome.

ALL-EMPLOYEE SHARE PLANS

PAY ELEMENT AND PURPOSE To align with Group employee reward and to promote share ownership.

OPERATION The Executive Directors may participate in any all-employee share plan operated by the Company.

OPPORTUNITY Participation will be capped by the HMRC limits applying to the respective plan.

PERFORMANCE METRICS,

WEIGHTING AND

ASSESSMENT

None.

SHAREHOLDING REQUIREMENT

PAY ELEMENT AND PURPOSE To provide alignment with shareholders’ interests.

OPERATION Executive Directors are required to retain shares from incentive awards so that they are able to meet

the shareholding requirement within five years of appointment to the Board.

OPPORTUNITY 200% of salary during employment.

The lower of shares held on cessation and 100% of salary for one year post cessation and 50% of

salary for the second year post cessation, subject to the Committee amending this requirement in

exceptional circumstances.

PERFORMANCE METRICS,

WEIGHTING AND

ASSESSMENT

None.

NON-EXECUTIVE DIRECTORS

PAY ELEMENT AND PURPOSE To provide an appropriate fee level to attract and retain a Chair and Non-Executive Directors and to

appropriately recognise the responsibilities and time commitment.

OPERATION Non-Executive Directors are paid a base fee and additional fees for acting as Senior Independent

Director and for the Chair or membership of Board Committees (and as appropriate to reflect other

additional responsibilities and/or additional time commitments).

Market data for comparable roles and companies of a similar size, complexity and sector in the

UK and internationally, complexity of the roles and time commitment are taken into account in

determining the fee positioning.

Neither the Chair of the Board nor the Non-Executive Directors participate in the pension plan or any

incentive plans.

OPPORTUNITY The fee for the Chair of the Board is set by the Remuneration Committee, the Non-Executive Directors’

fees are set by the Board (excluding the Non-Executive Directors).

The Company will reimburse any reasonable expenses incurred in carrying out Director duties (and

related tax if applicable).

PERFORMANCE METRICS,

WEIGHTING AND

ASSESSMENT

None.

ANNUAL REPORT & ACCOUNTS 2023

DIRECTORS’ REMUNERATION REPORT CONTINUED

NOTES TO THE REMUNERATION POLICY TABLE

Choice of performance measures

Performance metrics for incentives, weightings and targets are considered annually for the year ahead. The Remuneration Committee

will select the most appropriate performance measures for the annual bonus and LTIP, taking into account Company strategy and key

performance indicators. Targets are set taking into account the strategic plan, the business plan, brokers' forecasts and the market

environment. The Annual Report on Remuneration sets out why performance measures are chosen each year.

Consideration of employment conditions elsewhere in the Group

The reward packages for the senior management team and wider employee population are structured to attract and retain the best talent

and be competitive within our industry.

The performance measures under the Annual Incentive Plan and Long-Term Incentive Plan for Executives are cascaded to other eligible

employees. There is a strong focus on performance-related pay, with appropriate levels of differentiation based on seniority and

accountability. The Company also encourages employee share ownership through the new Sharesave that provides the opportunity for all

employees to share in the Company’s success. The remuneration approach for Executive Directors is consistent with the reward package

for members of the Executive Committee and the senior management population. A much higher proportion of total remuneration for

the Executive Directors is variable pay and linked to business performance, compared to the rest of the employee population, so that

remuneration outcomes will be aligned to business performance and the shareholder experience.

Each year the Remuneration Committee is updated regarding the structure and quantum of the remuneration framework for employees,

as well as throughout the year being informed about the context and challenges relating to the remuneration of the wider workforce across

the world, to enable the Committee to consider the broader employee context when making executive remuneration decisions.

Legacy arrangements

For the avoidance of doubt, the Committee may approve payments to satisfy commitments agreed prior to the approval of this

Remuneration Policy. For example, awards which have been disclosed to shareholders in previous Remuneration Reports and any

commitment made to an individual before that individual became an Executive Director.

Discretion

The Committee operates the Group’s incentive plans according to their respective rules. The Committee retains discretion as to the

operation and administration of these incentive plans, within the limits of the plan rules, including but not limited to:

• Participants;

• Timings of grant and/or payment;

• Award size and/or payment;

• Settlement of the award;

• Selection, determination and adjustment of performance measures and targets;

• Adjustment to formulaic outcomes if they are considered to be inappropriate, taking into account any relevant factors;

• Measurement of performance and vesting in certain circumstances such as change of control or other corporate events; and

• Determination of the treatment of leavers.

Recruitment Policy

The remuneration package for a new Executive Director will take into account the skills and experience of the individual, the market rate for

a candidate of that experience and the importance of securing the relevant individual.

REMUNERATION ELEMENT POLICY

SALARY Salary would be provided at such a level as is required to attract and secure the most appropriate

candidate while paying no more than is necessary.

RELOCATION If an Executive Director needs to re-locate in order to take up the role, the company may agree to

pay to cover the costs of relocation including (but not limited to), actual relocation costs, temporary

accommodation and travel expenses.

BUY-OUT AWARDS For external appointments, the Remuneration Committee may, if it is considered appropriate, provide

buy-out awards equivalent to the value of any forfeited remuneration including outstanding incentive

awards that will be forfeited on cessation of a Director’s previous employment. To the extent possible,

the buy-out of incentive awards will be made on a broadly like-for-like basis. The award will take

into account any performance conditions attached to the forfeited incentives, the vesting period,

the expected value and the nature of the awards (cash or equity). Any such buy-out award may be

granted under the LTIP or the provision available under UKLA Listing Rule 9.4.2. to enable awards to be

made outside the LTIP in exceptional circumstances.

For an internal appointment, any variable pay element awarded in respect of the prior role may be

allowed to continue and pay out according to its terms or adjusted as relevant to take into account

the appointment.

888 HOLDINGS PLC

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

SUPPLEMENTARY IN FORMATION

NOTES TO THE REMUNERATION POLICY TABLE CONTINUED

Recruitment Policy continued

REMUNERATION ELEMENT POLICY

ANNUAL INCENTIVE The maximum annual bonus opportunity will be in line with the policy, up to the policy maximum of

200% of salary. Joiners may receive a pro-rated annual bonus for the year of joining based on their

employment as a proportion of the financial year and performance measures and/or targets may be

different to those set for other Executive Directors.

LTIP The maximum LTIP award will be in line with the policy, with a normal award limit of up to 200% of

salary and an exceptional award limit of up to 300% of salary.

OTHER ELEMENTS Benefits and pension will be set in line with the policy.

NON-EXECUTIVE DIRECTORS Fees will be in line with the Remuneration Policy.

LOSS OF OFFICE POLICY

Any payments in the event of termination of an Executive Director will take account of the individual circumstances, including the reason

for termination, any contractual obligations and the rules of the applicable incentive plans. In the event of termination for cause (e.g.

gross misconduct) neither notice nor payment in lieu of notice will be given, and the Executive Director will cease to perform their services

immediately.

Treatment of other elements of the policy (including annual bonus and LTIP), will vary depending on whether a Director is defined as a

'good' or 'bad' leaver. The Remuneration Committee has the discretion to determine whether an Executive is a good leaver. Reasons for

good leaver treatment include, but are not limited to, injury, illness or disability, or otherwise with the agreement of the Committee.

The treatment of the various elements of pay on termination are summarised below.

PAY ELEMENT GOOD LEAVER BAD LEAVER

SALARY, BENEFITS, PENSION If notice is served by either party, the Executive Director receives base salary, benefits and pension for

the duration of their notice period. The Company may, at its sole discretion, terminate the contract

immediately, at any time after notice is served, by making a payment in lieu of notice equivalent

to salary, benefits and pension, with any such payments being paid in monthly instalments over

the remaining notice period. The Executive Director will normally have a duty to seek alternative

employment and any outstanding payments will be subject to offset against earnings from any new

role.

ANNUAL BONUS An annual bonus may be payable at the usual

time with performance measured at the usual

time. The annual bonus will normally be pro-rated

for the period of active employment during the

financial year.

Under the new policy, for bonus paid for FY24

and future years, shares purchased under the

annual bonus plan are beneficially owned by the

Executive Director and so they are not at risk

of forfeiture, other than in relation to clawback.

Shares subject to a holding period will be

released at the normal time.

Unvested shares awarded under the Deferred

Share Bonus Plan under the previous policy will

normally continue and vest at the usual time.

No bonus will normally be payable.

Under the new policy, shares purchased under

the annual bonus plan are beneficially owned

by the Executive Director and so they are not

at risk of forfeiture, other than in relation to

malus. Shares subject to a holding period will be

released at the normal time.

Unvested shares awarded under the Deferred

Share Bonus Plan under the previous policy will

normally lapse in full on cessation of employment.

LTIP If the participant ceases employment before

the normal vesting date, the award will usually

continue subject to performance conditions

and be pro-rated for time over the performance

period. The award will normally vest on the usual

vesting date. Shares subject to a holding period

will be released at the normal time.

If the participant ceases employment before

the normal vesting date, the unvested award will

lapse on cessation of employment.

If the participant ceases employment during a

holding period, the holding period will continue to

apply to the vested shares.

OTHER Depending upon circumstances, the Committee may make other payments, for example, to settle

statutory entitlements, legal claims or potential legal claims, for example in respect of an unfair

dismissal award, outplacement support and assistance with legal fees.

ANNUAL REPORT & ACCOUNTS 2023

DIRECTORS’ REMUNERATION REPORT CONTINUED

CHANGE OF CONTROL

There are no enhanced provisions on a change of control, but the Committee can exercise judgement and discretion in line with the

respective incentive plans.

The extent to which unvested awards under the LTIP will vest will be determined in accordance with the rules of the plan. The Committee

will determine the level of vesting taking into account the extent to which the performance conditions have been satisfied and, unless the

Committee determines otherwise, the period of time elapsed from the date of grant to the date of the relevant corporate event.

Holding periods applying to shares owned under the bonus plan and vested LTIP awards will normally cease to apply.

SERVICE AGREEMENTS AND LETTERS OF APPOINTMENT

Executive Directors

The Executive Directors have a service contract requiring 12 months’ notice of termination from either party as shown below. Their service

contracts are available for inspection at 888’s registered office and at each Annual General Meeting.

Executive Director Date of appointment

Date of

current contract

Notice from

the Company

Notice from

the individual

Unexpired period

of service contract

Per Widerström 16 October 2023 16 October 2023 12 months 12 months Rolling

Sean Wilkins 1 February 2024 1 February 2024 12 months 12 months Rolling

Chair and Non-Executive Directors

The Non-Executive Directors serve subject to letters of appointment and are appointed subject to re-election at each annual general

meeting. The Non-Executive Directors are typically expected to serve for three years, although the Board may invite a Non-Executive

Director to serve for an additional period. Their letters of appointment are available for inspection at 888’s registered office and at each

Annual General Meeting.

The table below details the letter of appointments for each Non-Executive Director.

Non-Executive Directors Date of appointment Date of current letter of appointment Unexpired term of service contract

Lord Mendelsohn 23/09/2020

(Non-Executive Director)

01/04/2021

(Chair)

31/03/2024

Limor Ganot 01/08/2020 01/08/2023 31/07/2026

Andrea Gisle Joosen 05/07/2022 05/07/2022 04/07/2025

Anne de Kerckhove 28/11/2017 28/11/2023 27/11/2026

Ori Shaked 13/09/2022 13/09/2022 12/09/2025

Mark Summerfield 05/09/2019 05/09/2022 04/09/2025

HOW THE VIEWS OF SHAREHOLDERS ARE TAKEN INTO ACCOUNT WHEN DETERMINING DIRECTORS’ PAY

888 engages with shareholders in respect of remuneration generally, any proposed changes to the Directors’ Remuneration Policy and

significant changes to the operation of the policy. Views of shareholders and their representative bodies expressed at the Annual General

Meeting and feedback received at other times are considered by the Committee when determining remuneration. The Annual Report on

Remuneration sets out specific engagement for any one year.

The Committee continues to monitor developments in corporate governance and market practice as well as shareholder views when

reviewing executive remuneration structure and operation each year.

HOW EMPLOYEE PAY AND CONDITIONS ARE TAKEN INTO ACCOUNT WHEN DETERMINING DIRECTORS’ PAY

Whilst employees have not been formally consulted regarding the new Directors’ Remuneration Policy, the Committee has taken into

account the policy for employees across the workforce, including the cascade, in determining the new Remuneration Policy for Executive

Directors. Furthermore, when reviewing the approach to Executive Directors’ remuneration annually, the Committee is made aware of the

proposals for the wider workforce. For example, the average annual salary increase for the wider workforce is a key factor in determining

any salary increase for the Executive Directors.

FY24 REMUNERATION SCENARIOS FOR EXECUTIVE DIRECTORS

The charts below illustrate the potential remuneration opportunities for the Executive Directors during FY24 based on different performance

scenarios. Remuneration for the CFO has been shown on a full year basis.

888 HOLDINGS PLC

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

SUPPLEMENTARY IN FORMATION

FY24 REMUNERATION SCENARIOS FOR EXECUTIVE DIRECTORS CONTINUED

Below target Below targetTarget

CEO

Target

CFO

Maximum Maximum

£4,000k

£3,500k

£3,000k

£2,500k

£2,000k

£1,500k

£1,000k

£500k

Fixed pay

Annual bonus

LTIP

LTIP with 50%

share price growth

100%

100% 42%

24%

34%

£726k

£1,909k

£3,092k

£3,768k

£466k

£1,111k

£1,756k

£2,132k

42%

31%

27%

38% 23%

33%

44%

27%

35%

Minimum: Comprises fixed pay only using the salary for FY24, an estimate of the value of benefits and a company pension contribution

in line with policy.

On-Target: Fixed pay plus an annual bonus payout at 50% of maximum (75% of salary for the CEO and 62.5% of salary for the CFO) and

LTIP vesting at 50% of face value (100% of salary for the CEO and 87.5% of salary for the CFO).

Maximum: Comprises fixed pay and assumes full payout under the annual bonus (150% of salary for the CEO and 125% for the CFO) and

the LTIP grant vests in full (200% of salary for the CEO and 175% for the CFO). The maximum scenario includes an additional element to

represent 50% share price growth on the LTIP award from the date of grant to vesting.

ANNUAL REPORT & ACCOUNTS 2023

DIRECTORS’ REMUNERATION REPORT CONTINUED

ANNUAL REPORT ON REMUNERATION

This Annual Report on Remuneration, together with the Chair’s Annual Statement, will be subject to an advisory vote at the Annual General

Meeting to be held on 13 May 2024. The information on page 74 with respect to Directors’ Emoluments and onwards through page 82 has

been audited.

OPERATION OF REMUNERATION POLICY FOR 2024

Base salaries

The CEO was appointed on 16 October 2023 and the CFO was appointed on 1 February 2024. The first salary review date for both Executive

Directors will be 1 April 2025.

Director 2024 2023 Increase

CEO £676,000 £676,000 N/A

CFO £430,000 Appointed in 2024 N/A

ANNUAL BONUS

The CEO’s maximum bonus opportunity is 150% of salary and the CFO’s maximum bonus opportunity is 125% of salary.

20% of bonus potential will be based on Group revenue, 20% Group adjusted EBITDA, 15% leverage targets calculated using net debt to

adjusted EBITDA ratio, 25% strategic objectives, 10% on an ESG scorecard (weighted 50% safer gambling, 25% environmental impact, 25%

employee engagement) and 10% based on personal objectives.

The annual bonus targets are considered by the Committee to be commercially sensitive at this time. Full retrospective disclosure of targets

and performance against them will be disclosed in next year’s report.

LONG-TERM INCENTIVE PLAN

The CEO will receive an award of 200% of salary and the CFO will receive an award of 175% of salary.

For 2024 performance conditions have been reviewed with 50% continuing to be based on relative TSR (50% against a bespoke sector

peer group and 50% against the FTSE250 excluding investment trusts). The remaining 50% will be based on a new measure of net value

creation for shareholders, to be calculated as follows:

• Gross economic value creation: adjusted EBITDA increase (2026 adjusted EBITDA minus 2023 adjusted EBITDA), multiplied by an agreed

multiple; PLUS

• Change in debt: 2026 adjusted net debt minus 2023 adjusted net debt; MINUS

• Change in equity: value of any equity issued.

At the time of writing, our CEO’s new strategy, and the related long-term financial and strategic targets, is still being finalised. The

performance targets for the net value creation measure are therefore still under review and will be disclosed in the RNS at the time of the

LTIP grant. The performance targets for the relative TSR measure against a bespoke sector peer group are performance equal to median

for threshold payout and median + 10% p.a. compounded for maximum payout. The performance targets for the relative TSR measure

against the FTSE 250 peer group are performance equal to median for threshold payout and upper quartile for maximum payout. 25% will

vest for threshold performance and 100% for achieving maximum, with straight-line vesting between these points.

PENSION AND BENEFITS

The CEO and CFO will both receive a pension allowance of 5% of salary. This is aligned to the pension contribution of the wider

UK workforce. Both Directors receive benefits in line with policy.

NON-EXECUTIVE DIRECTORS' FEES

The Non-Executive Director fees remain unchanged from 2023.

• Non-Executive Chair fee: £320,000

• Non-Executive Director fee: £90,000

• Senior Independent Director fee: £20,000

• Chair of a Board committee (inclusive of membership fee): £15,000

• Membership of Audit & Risk, Remuneration, ESG, Nominations or Gaming Compliance Committee: £5,000

888 HOLDINGS PLC

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

SUPPLEMENTARY IN FORMATION

REMUNERATION PAID TO EXECUTIVE DIRECTORS FOR SERVICES IN 2023

The following table presents the Executive Directors’ emoluments in respect of the year ended 31 December 2023.

Executive

Directors

Salary

£’000

Taxable

benefits

£’000

Annual

bonus

£’000

Long-term

incentives

£’000

Pension

£’000

Total

£’000

Total

fixed pay

£’000

Total

variable pay

£’000

Jon Mendelsohn,

Executive Chair

2023 571 — — — — 571 571 —

2022 320 — — — — 320 320 —

Per Widerström,

CEO

2023 153 173 — — 7 333 333 —

Itai Pazner,

former CEO

2023 56 8 — — 3 67 67 —

2022 687 747 — — 42 1,476 1,476 —

Yariv Dafna,

former CFO

2023 265 168 210 — 40 683 473 210

2022 350 273 — 14 53 690 676 14

1. Lord Mendelsohn’s salary for 2023 reflects his role as Non-Executive Chair between 1 January 2023 to 29 January 2023 and 16 October 2023 to 31

December 2023 and Executive Chair from 30 January 2023 to 15 October 2023, with 2022 comparison showing his fees as Non-Executive Chair for the

entire year.

Mr Widerström’s salary is shown for the period from 16 October 2023 to 31 December 2023.

Mr Dafna’s salary for 2023 is shown for the period from 1 January 2023 to 2 October 2023.

2. Benefits for Mr Widerström include a one-off relocation support payment of £150,000 and other one-off costs in association with his move from Sweden to

the UK (total £21,094). Other benefits include private healthcare for Mr Widerström and his family, life assurance and car allowance.

Benefits for Mr Dafna include relocation related payments including housing, schooling and UK tax return support (total £93,942 for 12 months) as well as

car allowance and health, disability and life insurance.

Benefits for Mr Pazner include health, disability and life insurance and car allowance. All accommodation and schooling support payable for the period

1 January 2023 to 30 January 2023 was disclosed in the 2022 DRR.

3. Performance-based long-term incentives are disclosed in the financial year in which the performance period ends. Mr Dafna’s LTIP for the single total

figure in 2022 is the value of the 2020 LTIP award, for which performance ended on 31 December 2022, and will vest in 2024 due to the pro-rated award in

respect of his year of appointment in 2020 being granted at the same time as the 2021 LTIP award. The award was pro-rated on termination such that the

total consideration for this award is 32,361 shares. 50% of the award will vest representing a total of 16,180 shares. The value is based on the average share

price for the last three months of FY23 of 85.10p. This price compares to a share price on the date of grant of £3.485.

4. Mr Widerström receives a pension cash allowance of 5% of base salary. Mr Dafna received a pension cash allowance of 15% of base salary. Mr Pazner

received a pension cash allowance of 5% of base salary.

NON-EXECUTIVE DIRECTORS’ FEES

The following table presents the Non-Executive Director fees in respect of the year ended 31 December 2023. The Chair is included in the

Executive Director table above. All amounts are in £’000.

Non-Executive Directors Fee Other Total fee

Anne de Kerckhove

2023 179 2 181

2022 180 — 180

Mark Summerfield

2023 145 — 145

2022 145 — 145

Limor Ganot

2023 101 — 101

2022 100 1 101

Andria Vidler

2023 71 — 71

2022 44 — 44

Andrea Gisle Joosen

2023 100 1 101

2022 44 — 44

Ori Shaked

2023 94 — 94

2022 29 — 29

1. Anne de Kerckhove received an additional non-executive director fee of £30,000 for 2023 for the additional time spent during the year on integration

matters. In addition, Anne de Kerckhove received reimbursed grossed up expenses of £2,077.

2. Mark Summerfield received an additional non-executive director fee of £30,000 for 2023 for the additional time spent during the year on integration

matters.

3. Andria Vidler stood down on 30 September 2023 due to her appointment as UK CEO of Allwyn Entertainment UK. Andria received reimbursed grossed up

expenses of £469.

4. Andrea Gisle Joosen received reimbursed grossed up expenses of £1,027.

There have been a number of changes in Committee membership in 2023 which are reflected in the fees set out above and have previously

been disclosed by the Group.

ANNUAL REPORT & ACCOUNTS 2023

ANNUAL BONUS PAYMENTS IN RESPECT OF 2023 PERFORMANCE

The maximum bonus opportunity for our new CEO was 150% of salary pro-rated to his appointment to the Board on 16 October 2023.

The maximum bonus opportunity was 150% of salary for our former CFO.

The annual bonus for our former CFO was based 60% on Group operational targets (revenue, EBITDA, EBITDA margin, regulatory

compliance and an ESG scorecard with 50% safer gambling, 25% environmental and 25% employee engagement) and 40% on key

integration objectives (40% operational cash flow and the remainder integration priorities). The annual bonus for the CEO was based solely

on the Group operational targets.

GROUP OPERATIONAL TARGETS

The Group operational targets were weighted 100% of the CEO’s bonus and 60% of our former CEO’s bonus.

A hurdle was in place such that the Group must achieve at least 90% of the adjusted EBITDA target for any bonus to be payable in respect

of operational targets. This hurdle was not satisfied and therefore no bonus is payable for the Group operational element, irrespective of

performance against other operational targets. Performance against targets is set out in the table below:

Performance measure Weighting

Threshold

(10% payout)

Target

(50% payout)

Maximum

(100% payout)

Actual

performance

Formulaic bonus

outcome (% of

maximum)

ADJUSTED EBITDA 20% £380m £400m £420m £308m 0%

EBITDA MARGIN 25% 20% 22% 23% 18.0% 0%

REVENUE 20% £1,724m £1,815m £1,905m £1,711m 0%

REGULATORY COMPLIANCE —

TIMELY AND EFFECTIVE EXECUTION

OF PROACTIVE COMMITMENTS

MADE TO IMPROVE COMPLIANCE

STANDARDS

20% 90% 95% 100% 100% 100%

ESG

SCORECARD

PLAYER — TIMELY

AND EFFECTIVE

EXECUTION

OF PROACTIVE

COMMITMENTS

MADE TO

IMPROVE

PLAYER SAFETY

STANDARDS

7.5% 90% 95% 100% 100% 100%

PEOPLE —

GROUP ENPS 3.75% +6 +8 +10 +11 100%

PLANET — SCOPE

1&2 EMISSIONS

REDUCTION 3.75% 0% 1.25% 2.50% 6% 100%

1. The oversight and assessment of commitments made was overseen by the Executive Risk and Sustainability Committee with routine upward reporting

provided to the Board. All commitments made were completed on schedule and performance has therefore been assessed at the maximum level.

DIRECTORS’ REMUNERATION REPORT CONTINUED

888 HOLDINGS PLC

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

SUPPLEMENTARY IN FORMATION

CFO INTEGRATION OBJECTIVE PERFORMANCE

Objective Weighting Measurement Performance

Score (% of

maximum)

MANAGEMENT OF OPERATIONAL CASH

FLOW

40% Use of RCF

through 2023

No use of RCF at end June 2023 or end

December 2023.

100%

RESTRUCTURE AND EFFECTIVE

LEADERSHIP OF THE FINANCE TEAM

30% Reduce cost

of finance

function by

at least 10%

and maintain

team

engagement

through 2023

Finance function people cost reduced

by c.13% through effective restructure

while maintaining the required balance of

expertise and skills.

Positive eNPS for employee satisfaction

maintained through 2023.

100%

EFFECTIVE CONTRIBUTION AND

MANAGEMENT OF THE INTEGRATION

PROGRAMME

30% Performance

against

synergy and

CTA targets

for FY23

Achieved over £150m of synergies against

an accelerated and increased target of

£150m.

Integration and trans-formation costs in

FY23 below budget by c.30%.

100%

TOTAL BONUS PAYABLE FOR 2023

Director

Operational

targets payout (%

of maximum)

Integration

objectives payout

(% of maximum)

Total bonus payout

(% of maximum)

Total payout

£’000

Per Widerström 0% N/A 0% —

Yariv Dafna 0% 100% 40 % £210

LONG-TERM INCENTIVE AWARDS WITH PERFORMANCE PERIOD ENDING IN THE YEAR ENDED 31 DECEMBER 2023

The 2021 LTIP awards have a performance period that ended on 31 December 2023. The awards are based 50% on TSR performance and

50% on adjusted EPS targets.

The table below sets out the achievement against the TSR and adjusted EPS performance condition, resulting in total vesting of 0% of

maximum.

TSR

Adjusted EPS

Performance level Performance required % vesting Performance required % vesting

Below threshold Below median 0% Less than 3% CAGR 0%

Threshold Median = -1.3% p.a. 25% 3% CAGR 25%

Maximum Median + 10% p.a. =

8.6% p.a. 100% 9% CAGR 100%

Actual achieved -31.3% p.a. 0% TBC CAGR 0%

1. TSR peer group comprises Betsson AB, Flutter Entertainment, Gamesys, Entain, Kambi Group, Kindred Group, LeoVegas, Playtech and Rank Group.

The only participant in the 2021 LTIP is Yariv Dafna. This award was pro-rated on termination such that the total consideration for the award

is now 137,733 shares, all of which have lapsed.

ANNUAL REPORT & ACCOUNTS 2023

SCHEME INTERESTS AWARDED DURING THE YEAR

The table below sets out the grants under the 888 Holdings Plc Long Term Incentive Plan in 2023.

Executive Award type Grant date

Number of

awards granted

Face value of

awards granted

Face value of

awards as %

salary

% vesting

at threshold

performance

Yariv Dafna LTIP 17 April 2023 180,812 £135,067 39% 25%

1. Mr Dafna’s award was based on a pro-rated 50% of salary award reflecting his employment with the business for one year of the three-year performance

period.

The number of shares granted is based on a 30% discount to the number he would have received based on the share price on 14 February of 67 pence.

2. The share price used to determine face value is the share price on the day prior to grant (74.70 pence on 14 April 2023).

3. This award is due to vest subject to performance conditions being met at the end of the performance period ending 31 December 2025. The performance

conditions for the 2023 LTIP are split equally between earnings per share (EPS) targets and relative total shareholder return (TSR) targets. TSR is to be

measured 50% against a sector peer group (comprising Bally’s Corporation, Betsson AB, Flutter Entertainment plc, Entain plc, Kambi Group plc, Kindred

Group plc, Playtech plc and Rank Group plc) and 50% against the FTSE 250 excluding investment trusts.

Vesting begins for achievement of the threshold target for which 25% of the award vests and increases on a straight-line basis to the

maximum target for which 100% of the award vests for achievement of the target or above. No vesting occurs below the threshold target.

Performance is measured over three years beginning 1 January 2023.

The EPS targets set at grant were: Threshold — 20.3% CAGR and Maximum — 24.0% CAGR.

The TSR targets in respect of the sector peer group are: Threshold — Median (888’s TSR performance in line with the median TSR of the

peer group) and Maximum — Median + 10% p.a. compounded.

The TSR targets in respect of the FTSE 250 excluding investment trusts are: Threshold — Median (888’s TSR performance in line with the

median of the comparator group) and Maximum — Upper quartile (888’s TSR performance in line with the upper quartile TSR of the

comparator group).

LOSS OF OFFICE PAYMENTS AND PAYMENTS TO PAST DIRECTORS

Mr Dafna, former CFO, stepped down from the Board on 2 October 2023 and his employment ended on 12 January 2024. Mr Dafna

received his normal salary of £98,264, pension of £14,629 and benefits of £21,108 for the period 3 October 2023 to 12 January 2024 with

insurance benefits continuing and schooling support for the remainder of the 2023/24 academic year of £45,738.

DIRECTORS’ SHAREHOLDINGS AND SHARE INTERESTS

The Executive Directors are required to build and maintain a shareholding in 888 worth two times their annual salary as set out in the

Remuneration Policy.

Details of the Directors’ interests (and of their connected persons) in shares as at 31 December 2023 are shown in the table below. There

were no changes in the Directors’ interests in shares between 31 December 2023 and the date of this Report.

Director

Legally

owned

Unvested

shares with

performance

conditions

Unvested

without

performance

conditions

Unvested

options with

performance

conditions

Unvested

options

without

performance

conditions

Vested

unexercised

options Total

Total for

shareholding

guideline

Shareholding

as % of

salary

Itai Pazner

1,259,291 — — — — 35,607 1,294,898 1,278,163 181%

Yariv Dafna

41,977 180,812 — 449,650 38,058 21,995 732,492 73,805 20%

Per Widerström 2,066,535 — — — — — 2,066,535 2,066,535 292%

Mark Summerfield 32,412 — — — — — 32,412 — N/A

Anne de Kerckhove — — — — — — — — N/A

Lord Mendelsohn 250,000 — — — — — 250,000 — N/A

Limor Ganot — — — — — — — — N/A

Andria Vidler — — — — — — — — N/A

Andrea Gisle Joosen — — — — — — — — N/A

Ori Shaked 294,482 — — — — — 294,482 —

N/A

1. Information for Mr Pazner is shown at the date he stepped down from the Board reflecting shares and options lapsed on termination of employment.

2. Information for Mr Dafna is shown at the date he stepped down from the Board. Unvested awards with performance conditions have subsequently been

pro-rated on termination of employment, with the 2020 and 2021 awards vesting in 2024 as disclosed.

3. The Executive Directors are required to build and maintain a shareholding equivalent to 200% of base salary. Shares counting towards this guideline include

legally owned shares, unvested options without performance conditions (valued on a net of tax basis), and fully vested but unexercised nil-cost options

(valued on a net of tax basis). Achievement against the guideline holding is calculated using the share price at 31 December 2023 of 95.55 pence.

DIRECTORS’ REMUNERATION REPORT CONTINUED

888 HOLDINGS PLC

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

SUPPLEMENTARY IN FORMATION

PERFORMANCE GRAPH

The following graph shows 888’s performance*, measured by TSR, compared with the performance of the FTSE 250 Index. The Directors

consider that the FTSE 250 Index is the most appropriate comparator benchmark as it has been a member of this index for a significant

period of the time covered by the chart.

VALUE OF £100 STERLING IN 888 1/1/2014-31/12/2023 VS FTSE 250

31/12/2013 31/12/2014 31/12/2015 31/12/2016 31/12/2017 31/12/2018 31/12/2019

31/12/2020 31/12/2021 31/12/2022 31/12/2023

300

250

200

150

100

888 Holdings

FTSE 250

* 888 Holdings Plc Ordinary Shares of GBP 0.005 each, being the shares of the Company’s equity share capital whose listing or admission to dealing has

resulted in the Company falling within the definition of 'quoted company'.

TOTAL REMUNERATION HISTORY FOR CEO

The table below sets out the total single figure remuneration for the CEO over the last ten years with the annual bonus paid as a

percentage of the maximum and the percentage of long-term share awards where the performance period determining vesting ended in

the year.

2014 2015 2016 2017 2018

2019

Itai

Frieberger

2019

Itai

Pazner 2020 2021 2022

2023

Itai

Pazner

2023

Jon

Mendelsohn

2023

Per

Widerström

Total remuneration

(£000s)

808 3,544 1,369 8,358 1,886 364 1,354 2,000 2,970 1,476 67

475

333

Annual bonus (%) 100% 100% 100% 100% 29.2% 74.6% 74.6% 92.5% 78.0% 0.0% 0%

N/A 0.0%

LTIP vesting (%) 0% 59% 100% 100% 73.8% 30.6% 30.6% 89.9% 88.5% 0.0% 0%

N/A 0.0%

1. Lord Mendelsohn did not participate in the annual bonus or LTIP while performing the role of Executive Chair. Total remuneration shown is in respect of the

period of his appointment as Executive Chair from 30 January 2023 to 15 October 2023 only.

2. Mr Widerström has not received any LTIP grant to date. The performance period for the 2021 LTIP ended on 31 December 2023 with the vesting level at 0%

of maximum.

ANNUAL REPORT & ACCOUNTS 2023

PERCENTAGE CHANGE IN DIRECTOR REMUNERATION COMPARED TO THE AVERAGE FOR OTHER EMPLOYEES

The following table sets out the percentage change in salary, taxable benefits and annual bonus from financial year 2019 to 2023, for

Directors and employees of the Group, taken as a whole.

Change 2023 v 2022 Change 2022 v 2021 Change 2021 v 2020 Change 2020 v 2019

Base

salary/fee Benefits Bonus

Base

salary/fee Benefits Bonus

Base

salary/fee Benefits Bonus

Base

salary/fee Benefits Bonus

Per Widerström N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

Itai Pazner N/A N/A N/A 4% 749% -100% 9% 10% 23% 4% -2% 29%

Yariv Dafna N/A N/A N/A 9% -11% -100% N/A N/A N/A N/A N/A N/A

Mark Summerfield 0% N/A N/A 28% N/A N/A 4% N/A N/A N/A N/A N/A

Anne de Kerckhove 0% N/A N/A 28% N/A N/A 26% N/A N/A 12% N/A N/A

Lord Mendelsohn 78% N/A N/A 22% N/A N/A N/A N/A N/A N/A N/A N/A

Limor Ganot 0% N/A N/A 3% N/A N/A N/A N/A N/A N/A N/A N/A

Andria Vidler N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

Andrea Gisle

Joosen N/A N/A N/A N/A N/A N/A N/A N/A

N/A N/A N/A N/A

Ori Shaked N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

Employees -59% -37% 0% 8% 7% -100% -2% -1% -14% 0% -7% 88%

1. Notes relating to prior years can be found in the relevant year’s report.

2. Per Widerström was appointed as CEO on 16 October 2023.

3. Itai Pazner stepped down from the Board on 30 January 2023.

4. Yariv Dafna stepped down from the Board on 2 October 2023.

5. Lord Mendelsohn received an increased fee for the duration of his appointment as Executive Chair in 2023.

5. Andria Vidler stepped down from the Board on 30 September 2023.

6. Employee numbers have been calculated on a per average head count basis across the combined group. Data for 2022 was previously stated excluding

William Hill employees and has not been restated. Significant decrease in pay is primarily a result of the inclusion of large retail headcount in the UK and

customer operations in the Philippines.

Bonus only includes annual performance bonus payable to colleagues in April in respect of the previous financial year. No bonus is payable in respect of

FY23.

CEO PAY RATIO

Year Method 25

Percentile 50

Percentile 75

Percentile

2023 B 1:39 1:33 1:28

2022 A 1:22 1:18 1:13

2021 A 1:62 1:48 1:35

2020 A 1:33 1:26 1:19

2019 A 1:25 1:19 1:15

CEO 25

Percentile 50

Percentile 75

Percentile

Salary £684,000 £20,509 £24,107 £28,666

Total pay and benefits £875,000 £22,235 £26,642 £31,654

The table above sets out the CEO pay ratio for 2019 to 2023. For 2023 the comparison has moved from the Israel workforce to the UK

workforce. Ratios have been calculated following the methodology in Option B as this is the most meaningful method of calculation for the

UK workforce based on the availability of data at the time of calculation.

The increase in ratio is a result of the change in comparator group, with UK employees at the 25th, 50th and 75th percentile all being roles

in our UK retail estate. This has been offset by the decrease in CEO pay as a result of no bonus for 2023 and no vesting LTIP award. The

remuneration for the CEO represents the total of remuneration paid to Mr Pazner as former CEO, Lord Mendelsohn as Executive Chairman

and Mr Widerström as our new CEO during 2023.

The reward policies and practices for all employees across the Group are broadly aligned to those set for the Executive Directors including

the CEO, recognising that for some employee groups (including UK retail) a tailored approach is required to reflect the talent market. On

this basis, the Committee is satisfied that the median pay ratio is consistent with the pay, reward and progression policies across the UK

workforce.

DIRECTORS’ REMUNERATION REPORT CONTINUED

888 HOLDINGS PLC

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

SUPPLEMENTARY IN FORMATION

RELATIVE IMPORTANCE OF SPEND ON PAY 2023 V 2022

Employee pay and benefits Dividends

FY22 FY22FY23 FY23

350

300

250

200

150

100

119

109

313

0 0

888

William Hill

The graph above sets out the actual expenditure by 888 in financial years 2022 and 2023 on dividends and remuneration to Group

employees.

The calculation of the comparables is as set out in the 2023 Consolidated Income Statement and Notes to the Financial Statements. For

FY22 the remuneration spend is split between 888 and William Hill to be consistent with the previous year’s report. Remuneration spend is

shown for the full Group for FY23 with the comparison based on combined spend in FY22.

COMMITTEE MEMBERS, ATTENDEES AND ADVICE

The Remuneration Committee consists solely of Non-Executive Directors. Ms Andrea Gisle Joosen chairs the Committee and Committee

members at the end of the year were Ms Anne de Kerckhove and Ms Limor Ganot. Mr Mark Summerfield was a member of the Committee

from 1 January 2023 to 26 September 2023. Details of attendance at Committee meetings are contained in the statement on Corporate

Governance on page 46. The Chair of the Board attends meetings by invitation. Members of the management team attend meetings by

invitation, and where appropriate, but no individual is present when their own specific remuneration arrangements are determined.

The Remuneration Committee’s remit is set out in its Terms of Reference which are available at https://corporate.888.com/who-we-are/

governance/board-committees/.

REMUNERATION COMMITTEE ADVISER

Korn Ferry was appointed Remuneration Committee adviser to 888 on 30 November 2018 following a tender process.

The primary role of the adviser to the Committee is to provide independent and objective advice and support to the Committee’s Chair

and members. Korn Ferry has discussions with the Committee Chair on a regular basis to discuss executive and wider group remuneration

matters, reporting, regulation, investor views and process. The Committee undertakes due diligence periodically to ensure that its advisers

remain independent and is satisfied that the advice that it receives from Korn Ferry is objective and independent. Korn Ferry is a signatory

to the Remuneration Consultants Group Code of Conduct which sets out guidelines for managing conflicts of interest and has confirmed to

the Committee its compliance with the Remuneration Consultants Group Code.

The total fees paid to Korn Ferry in respect of its services to the Committee for the year ending 31 December 2023 were £100,000 (2022:

£120,000). Fees are charged on a ‘time spent’ basis.

ENGAGEMENT

The Committee includes as part of its annual agenda consideration and review of workforce policies and practices and invites members of

the management team to attend Committee meetings to provide input into the Committee’s considerations. A key part of the Chief People

Officer’s role, supported by the CEO and the Non-Executive Director for engagement, is to engage with the wider workforce, with views and

feedback on remuneration provided to the Committee and wider Board. The approach to workforce engagement has been reviewed for

2024 and an engagement plan will be led by the designated Director for workforce engagement, Ms Anne de Kerckhove, with the Chief

People Officer and supported by the Chair of the Board.

+37%

ANNUAL REPORT & ACCOUNTS 2023

The Committee is committed to having a transparent and constructive dialogue with our investors and consults with its investors to seek

feedback on any proposed policy changes and significant operation of policy changes. In early 2024, the Remuneration Committee Chair

carried out engagement with investors to discuss the business's overall approach to remuneration and the new policy to be brought to the

2024 AGM for approval.

STATEMENT OF SHAREHOLDER VOTING AT AGM

Advisory vote to approve Annual Report on

Remuneration (at 2023 Annual General Meeting)

Advisory vote to approve Remuneration Policy

(at 2021 Annual General Meeting)

Total number of votes % of votes cast Total number of votes % of votes cast

For 213,768,154 94.24% 215,388,197 75.72%

Against 13,059,458 5.76% 69,066,028 24.28%

Withheld 1,958 2,757,202

DIRECTORS’ REMUNERATION REPORT CONTINUED

888 HOLDINGS PLC

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

SUPPLEMENTARY IN FORMATION

DIRECTORS’ REPORT

The Directors’ Remuneration Report, set

out on pages 66 to 82, has been voluntarily

prepared in accordance with sections 420

to 422 UK Companies Act 2006.

The information given in the Strategic

Report, set out on pages 2 to 43, has been

voluntarily prepared in accordance with

section 414 UK Companies Act 2006.

RESULTS

The Group’s loss after tax for the financial

year of £56.4 million (2022: £120.6 million

loss) is reported in the Consolidated Income

Statement on page 100.

The Board of Directors is not recommending

a final dividend to be paid, in light of the

Group’s leverage position following the

acquisition of William Hill and consistent with

its previous announcements.

DIRECTORS AND THEIR INTERESTS

Biographical details of the current Board

of Directors, setting out their relevant skills

and experience and their professional

commitments, are shown on pages 44

and 45.

The Directors who served during the

year are shown below. In line with the

UK Corporate Governance Code and as

required by the Company’s Memorandum

& Articles of Association ('Articles'), all

Directors retire at each Annual General

Meeting and those who wish to continue to

serve offer themselves for re-election.

• Lord Mendelsohn (first appointed

23 September 2020 as Chair Designate,

appointed as Chair on 31 March 2021

and appointed as Executive Chair on

29 January 2023, returning to Chair

on 16 October 2023).

• Per Widerström (first appointed

16 October 2023).

• Yariv Dafna (first appointed 1 November

2020, stepped down 2 October 2023).

• Mark Summerfield (first appointed

5 September 2019).

• Anne de Kerckhove (first appointed

28 November 2017).

• Limor Ganot (first appointed 1 August

2020).

• Andria Vidler (first appointed 5 July 2022,

stepped down 30 September 2023).

• Andrea Gisle Joosen (first appointed 5 July

2022).

• Ori Shaked (first appointed 13 September

2022).

The beneficial and non-beneficial interests

of the Directors and their closely associated

persons (pursuant to Article 19 of the

European Market Abuse Regulation) in

shares of the Company are set out in the

Directors’ Remuneration Report on pages 66

to 82. Per Widerström and Lord Mendelsohn

purchased shares during the year, details

of which can be found in the Remuneration

Report. There have been no further changes

in the interests of Directors in shares of

the Company between 31 December 2023

and 29 February 2024 which is the last

practicable date prior to the release of

this Report. None of the Directors had any

interests in any other material contract or

arrangement with the Company or any of its

subsidiaries.

SHARE CAPITAL

Changes in share capital of the Company

during the financial year are given in the

Consolidated Statement of Changes in

Equity. As at 31 December 2023, the issued

share capital of the Company comprised

449,045,257 ordinary shares of GBP £0.005

each ('Ordinary Shares').

At the Annual General Meeting held in May

2023, the Board was empowered to allot

equity securities of the Company for cash

without application of pre-emptive rights

under the Articles, provided that such power

is limited:

• to the allotment of equity securities in

connection with an offer or issue of equity

securities to or in favour of:

(i) Ordinary Shareholders where

the equity securities respectively

attributable to the interests of

all Ordinary Shareholders are

proportionate (as nearly as may be)

to the respective numbers of Ordinary

Shares held by them; and

(ii) holders of other equity securities if

this is required by the rights of those

securities, or if the Directors consider

it necessary, as permitted by the

rights of those securities; so that the

Directors may make such exclusions or

other arrangements as they consider

expedient in relation to treasury

shares, fractional entitlements,

record dates, shares represented by

depositary receipts, legal or practical

problems under the laws in any

territory or the requirements of any

relevant regulatory body or stock

exchange or any other matter;

The Directors’ Report for the

year ended 31 December

2023 comprises pages 83

to 89 of this report, together

with the sections of the

Annual Report incorporated

by reference. The Corporate

Governance Report set

out on pages 46 to 51 is

incorporated by reference

into this report and,

accordingly, should be read

as part of this report.

As permitted by legislation, some of the

matters required to be included in the

Directors’ Report have instead been included

in the Strategic Report on pages 2 to 43, as

the Board considers them to be of strategic

importance.

Specifically, these are:

• the Strategic framework on pages 6 to

8, which provides detailed information

relating to the Group, its business model

and strategy, operation of its businesses,

future developments and the results and

financial position for the year ended

31 December 2023;

• future business developments (throughout

the Strategic Report);

• details of the Group’s policy on addressing

the principal risks and uncertainties

facing the Group, which are set out in the

Strategic Report on pages 30 to 41;

• information on the Group’s GHG emissions

for the year ended 31 December 2023,

contained within our TCFD section and on

page 19; and

• how we have engaged with our

stakeholders on pages 22 to 23.

Furthermore, as a company incorporated

in Gibraltar, 888 Holdings Plc is not required

by UK law or regulation to prepare the

Directors’ Remuneration or Strategic

Reports under regulation that applies to UK

incorporated companies. However, by virtue

of 888’s Premium Listing on the London

Stock Exchange and reflecting the Directors’

approach to good governance and investor

expectation, we have prepared these

reports in line with the requirements under

the UK Companies Act 2006.

ANNUAL REPORT & ACCOUNTS 2023

SHARE CAPITAL CONTINUED

• to the allotment (otherwise than pursuant

to sub-paragraphs (a) above and (c)

below) of equity securities up to an

aggregate nominal value of £111,794.03;

and

• to the allotment (otherwise than pursuant

to sub-paragraphs (a) and (b) above)

of equity securities in connection with an

acquisition or specified capital investment

up to an aggregate nominal value of

£111,794.03;

• and shall expire upon the earlier of:

(i) the conclusion of the next Annual

General Meeting of the Company after

passing the resolution, save that the

Company may before such expiry

make an offer or agreement which

would or might require equity securities

to be allotted after such expiry and

the Board may allot equity securities

in pursuance of such an offer or

agreement as if the power conferred

thereby had not expired; and

(ii) 30 June 2024.

In paragraph (c) 'specified capital

investment' means one or more specific

capital investments in respect of which

sufficient information regarding the effect of

the transaction on the Company, the assets

the subject of the transaction and (where

appropriate) the profits attributable to those

assets is made available to shareholders to

enable them to reach an assessment of the

potential return.

SHARE BUY-BACK AUTHORITY

At the Annual General Meeting held in May

2023, the Board was authorised to make

market purchases of up to 44,717,615 of its

ordinary shares at a minimum price per

share (exclusive of expenses) of £0.005

and a maximum price per share (exclusive

of expenses) of the highest of 105% of the

average of the middle market quotations

of an ordinary share in the Company as

derived from the London Stock Exchange

Daily Official List for the five business days

immediately preceding the day on which

the ordinary share is contracted to be

purchased, the price of the last independent

trade of an ordinary share, and the highest

current independent bid for an ordinary

share in the Company as derived from the

London Stock Exchange Trading System.

The authority expires upon the earlier of:

(i) the conclusion of the next Annual

General Meeting of the Company; and

(ii) 30 June 2024, unless previously renewed,

varied or revoked by the Company at

a general meeting; and a contract to

purchase shares under the authority

may be made prior to the expiry of the

authority, and concluded in whole or in

part after the expiry of the authority,

and the Company may purchase its

ordinary shares in pursuance of any

such contract. In 2023, the Company did

not seek to exercise any of the foregoing

powers and authorities.

RIGHTS ATTACHING TO ORDINARY

SHARES IN THE COMPANY

The rights and obligations attaching to

ordinary shares are set out in the Articles.

Holders of Ordinary Shares are entitled to

attend and speak at general meetings, to

appoint one or more proxies and to exercise

voting rights.

Holders of Ordinary Shares may receive

a dividend and on liquidation may share

in the Company’s assets. Holders of

Ordinary Shares are entitled to receive the

Annual Report. Subject to meeting certain

thresholds, holders of Ordinary Shares

may requisition a general meeting or the

proposal of resolutions at general meetings.

RESTRICTIONS ON TRANSFER OF SHARES

AND LIMITATIONS ON HOLDINGS

There are no restrictions on transfer or

limitations on the holding of Ordinary Shares

other than under restrictions imposed by law

or regulation (for example, insider trading

laws) or pursuant to the Company’s share

dealing code.

REQUIREMENTS OF GAMING

REGULATIONS

Many jurisdictions where the Group

currently holds, or in the future may

secure a licence, require any person who

acquires beneficial ownership of more

than a certain percentage (typically 5%,

and in some cases a smaller percentage)

of the Company’s securities, to report the

acquisition to the gaming authorities and

apply for a finding of suitability. Many

gaming authorities allow an 'institutional

investor' to apply for a waiver that allows

such institutional investor to acquire up to

a certain percentage of securities without

applying for a finding of suitability, subject

to the fulfilment of certain conditions. In

some jurisdictions, suitability investigations

may require extensive personal and financial

disclosure. The failure of any such individuals

or entities to submit to such background

checks and provide the required disclosure

could jeopardise the Group’s eligibility

for a required licence or approval.

The criteria used by relevant regulatory

authorities to make determinations as to

suitability of an applicant for licensure varies

from jurisdiction to jurisdiction, but generally

require the submission of detailed personal

and financial information followed by a

thorough investigation. Gaming authorities

have very broad discretion in determining

whether an applicant (corporate or

individual) qualifies for licensing or should be

found suitable.

Any person who is found unsuitable by a

relevant gaming authority may be prohibited

by applicable gaming laws or regulations

from holding, directly or indirectly,

the beneficial ownership of any of the

Company’s securities.

The Articles include provisions to ensure that

the Company has the required powers to

continue to comply with applicable gaming

regulations.

These provisions include providing the

Company, in the event of a Shareholder

Regulatory Event (as defined in the Articles),

with the right to:

(a) suspend certain rights of its members

who do not comply with the provisions

of the gaming regulations (the Affected

Members);

(b) require such Affected Members to

dispose of their Ordinary Shares; and

Ordinary Shares of such Affected

Members.

The Company considers that these rights

are required in order to mitigate the risk that

an interest in Ordinary Shares held by a

particular person could lead to action being

taken by a relevant regulatory authority

(as defined in the Articles) which in turn

could lead to the withdrawal of existing

licences held by the Group or the exclusion

of being awarded further licences in other

jurisdictions that the Group seeks to pursue.

This potential regulatory authority action

could therefore cause substantial damage

to the Group’s business or prospects.

ENTITIES HOLDING COMPANY SHARES ON

BEHALF OF GROUP EMPLOYEES

At 31 December 2023, Virtual Share Services

Limited (a wholly owned subsidiary of the

Company) held 1,260,958 Ordinary Shares

in its administrative capacity in connection

with the 888 Holdings plc Long Term

Incentive Plan 2015 and Deferred Share

Bonus Plan. Full details are set out on pages

145 and 146.

DIRECTORS’ REPORT CONTINUED

888 HOLDINGS PLC

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

SUPPLEMENTARY IN FORMATION

• conduct all transactions and relationships

with 888 Holdings Plc and any member of

the Group on an arm’s length basis and

on a normal commercial basis;

• not take any action which precludes or

inhibits 888 Holdings Plc, or any member

of the Group, from carrying on its business

independently of it;

• not take any action that would have the

effect of preventing the Company, or any

member of the Group, from complying

with its obligations under the UK Listing

Rules; and

• not propose or procure the proposal

of any shareholder resolution which is

intended, or appears to be intended, to

circumvent any proper application of the

UK Listing Rules.

It further provides that the DS Trust will not

solicit Group employees without consent,

that only independent directors can

vote on proposals to further amend the

Amended Relationship Agreement, that the

DS Trust will consult the Company prior to

disposing of a significant number of shares

in order to maintain an orderly market and

shall not disclose confidential information

unless required to do so by law or relevant

regulation or having first received the

Company’s consent.

The Amended Relationship Agreement also

includes restrictions on the DS Trust’s power

to appoint Directors and includes obligations

on the DS Trust to exercise its voting rights

to ensure that the majority of the Board,

excluding the Chair, is independent.

The DS Trust can nominate a non- executive

director for appointment to the Board.

In the event that this right is exercised,

and it results in fewer than half the Board

(excluding the Chair of the Board) being

Independent Directors, such appointment

shall only become effective upon the

appointment to the Board of an additional

Independent Director acceptable to the

Nominations Committee. The DS Trust

exercised this right in July 2022 and Ori

Shaked was appointed as a non-executive

director on 13 September 2022.

In line with the UK Corporate Governance

Code and as required by the Company’s

Memorandum & Articles of Association

('Articles'), Mr Shaked will retire at the 2024

Annual General Meeting and offer himself for

re-election.

Such restrictions and obligations apply

in respect of the DS Trust whilst it holds not

less than 7.5% of the issued share capital

of the Company.

The obligations of the parties to the

Amended Relationship Agreement are at

all times subject to all relevant legal and

regulatory requirements and obligations of

the parties thereto in the United Kingdom,

Gibraltar or elsewhere.

Confirmation of independence

The Board confirms that as of the date of

this Annual Report, and during the entirety

of 2023, the Company had no controlling

shareholder. Therefore, no confirmation of

independence is required pursuant to UK

Listing Rule 9.8.4 R (14).

Shareholders’ agreements

There are no known shareholders’

agreements in force between shareholders

of the Company.

Other than as stated above, between

29 December 2023 and 29 February 2024

which is the last practicable date prior to

the publication of this Annual Report, no

further notifications were received regarding

holdings comprising 5% of the Company’s

issued share capital. Information provided

to the Company pursuant to the DTRs

is publicly available via the regulatory

information services and the Company’s

corporate website corporate.888.com.

SHAREHOLDER AGREEMENTS AND

CONSENT REQUIREMENTS

There are no known arrangements under

which financial rights are held by a person

other than the holder of the shares.

Relationship Agreement

The Company is a party to a relationship

agreement with, among others, Salix Trust

Company (BVI) Limited as trustee for Dalia

Shaked ('DS Trust') dated 14 September

2005 which was amended on 16 July 2015

(the 'Amended Relationship Agreement').

The O Shaked Shares Trust and the Ben

Yitzhak Family Shares Trust (together with

Dalia Shaked Bare Trust, the 'Principal

Shareholder Trusts') are also party to the

Amended Relationship Agreement but

are no longer bound by certain material

provisions since they are no longer

shareholders of the Company.

The Amended Relationship Agreement

includes the following provisions in respect

of the independence of the Company (in

accordance with the UK Listing Rules) which

provide that DS Trust shall, and shall procure

as far as it is legally able, that its respective

associates:

SUBSTANTIAL SHAREHOLDINGS

The Company has been notified of the following interests in 5% or more of its share capital under Disclosure Guidance and Transparency

Rules (DTR) Rule 5 of the UK Financial Conduct Authority:

Principal shareholders

Applicable

financial

instruments

% issued

share capital

Nature of

holding

As at 29 December 2023 (the last day of trading in 2023)

Salix Trust Company (BVI) Limited in trust on behalf of Dalia Shaked 86,283,534 19.23 Indirect

Parvus Asset Management LLP (UK) 44,584,872 9.94 Indirect

HG Vora Capital Management LLC (US) 23,945,000 5.34 Indirect

Artemis Fund Managers Limited (UK) 22,909,343 5.11 Indirect

Following 29 December 2023 and 29 February 2024 which is the latest practicable date

prior to publication of this Annual Report

Salix Trust Company (BVI) Limited in trust on behalf of Dalia Shaked 86,283,534 19.21 Indirect

Parvus Asset Management LLP (UK) 44,103,321 9.82 Indirect

Artemis Fund Managers Limited (UK) 27,518,343 6.13 Indirect

Helikon Investments (UK) 24,636,482 5.49 Indirect

HG Vora Capital Management LLC (US) 23,945,000 5.33 Indirect

ANNUAL REPORT & ACCOUNTS 2023

CHANGE OF CONTROL

A change of control in the Company may,

in the event of failure to fulfil any applicable

consent requirement, give rise to certain

revocation or termination rights under the

Group’s gaming licences or certain contracts

to which Group companies are a party.

POLITICAL DONATIONS

In accordance with its Political Involvement

Policy which is available on the corporate

website, the Group did not make any

donations to any political party (including

any non-EU political party) or organisation

or independent election candidate or incur

any political expenditure during the year.

POLITICAL INVOLVEMENT AND ANTI-

CORRUPTION ACTIVITIES

The Group has a zero-tolerance approach

to bribery and corruption and complies

strictly with all relevant laws. The Group

has adopted an Anti-Bribery Policy which

applies to all employees and is overseen

by the Board. The policy includes the

Group’s rules with regard to the giving

and receiving of gifts, business hospitality

and other payments, with particular focus

on transactions with government-related

entities and intermediaries. The policy can

be read in full on the Group’s corporate

website and was updated in March 2024.

The Group carries out a comprehensive

due diligence process of potential high-risk

business associates, which includes certain

government-related transactions and certain

intermediaries. The Group also clearly

communicates its policy to its suppliers and

employees and carries out staff training on

the topic.

During 2023, no instances of non-

compliance with the policy arose, and

no fines, penalties or settlements were

received or entered into in connection

with bribery and corruption matters. We

have also adopted a Political Involvement

Policy, which is publicly available on the

corporate website. Under this policy, we do

not generally engage in political matters

other than lawful lobbying in connection with

our business. The Group was not involved

in political matters and did not make fiscal

contributions.

Respecting local tax regimes and paying our

fair share is a fundamental responsibility of

the Company to the communities on which

we rely. Further information on our wider

contributions to communities is included

in our ESG and Sustainability Report. As

a Group our economic contribution is

significant, including a total tax contribution

of £529m in 2023.

FINANCIAL INSTRUMENTS

The Board considers the Group’s exposure to

financial risks as part of its risk management

strategy. Further details can be found in the

Risk Management section of this report on

page 38. In order to finance the acquisition

of William Hill, the Company took on

significant debt.

Hedging arrangements were put in place

in order to fix around 70% of interest costs

for the next two years. The Group is also

exposed to foreign exchange as the Group’s

deposits and revenues are generated in GBP,

EUR and other currencies, whilst the Group’s

operating expenses are largely incurred in

local currencies.

The Group has mitigated foreign exchange

risk by adopting policies to hedge certain

costs in GBP. The Group has also entered

into FX or cross-currency swaps in order

to hedge part of its ongoing USD and EUR

exposure arising due to the acquisition

financing and its ongoing EUR exposure

under outstanding notes. Forward deals are

also in place to hedge ILS against revenue in

Canadian Dollars and GBP.

The Board reviews these risks on an ongoing

basis with a view to taking such action

as required from time to time. Further

information on the Group’s use of financial

instruments is set out in note 25 to the

annual accounts on pages 140 and 143.

DIRECTORS’ INDEMNITIES

The Articles permit the Company

to indemnify its Directors in certain

circumstances, as well as to provide

insurance for the benefit of its Directors.

The Company has entered into qualifying

third-party indemnity arrangements for the

benefit of all of its Directors in a form and

scope which comply with the requirements

of the UK Companies Act 2006 and the

Gibraltar Companies Act 2014 which

were in force from 1 November 2017 (or

subsequently, with respect to subsequently

appointed directors) and remain in force.

GOING CONCERN AND VIABILITY

STATEMENTS

The going concern and viability statements

required to be included in the Annual Report

pursuant to the UK Corporate Governance

Code are on pages 105 and 42 respectively

and are incorporated in this Directors’

Report by reference.

PRINCIPAL SUBSIDIARY UNDERTAKINGS

The principal subsidiary undertakings are

listed in note 33.

RESEARCH AND DEVELOPMENT

ACTIVITIES

Having first-class customer value

propositions is a key pillar of the Group’s

growth strategy, and as such, investment

in research and development is a critical

area of focus for the Group. Our mission is to

delight players with world-class betting and

gaming experiences, and the Group places

significant emphasis on the development

of best-in-class products that are easy to

use and offer personalised value. Further

details of the outputs of our research and

development activities this year are set out

on page 7.

POST-PERIOD EVENTS

On 6th March 2024, the Group announced

its decision to conclude its partnership

with Authentic Brands Group as part of the

strategic review of its B2C business. This

partnership had granted exclusive use of the

Sports Illustrated brand for online betting

and gaming. As part of the termination

agreement, the Group has agreed to pay

a fee of $25.0m, which will be paid in cash

from available resources. Additionally, the

Group will pay an extra $25.0m between

2027 and 2029.

On 22 March 2024, the GB Gambling

Commission (GBGC) informed the Group

that it had concluded its review into the

Group’s operating licences that was

announced by the Group on 14 July 2023.

The GBGC concluded the review without

imposing any licence conditions, financial

penalties or other remedies on the Group.

AUDIT & RISK COMMITTEE

The Board has established an Audit

Committee which became the Audit & Risk

Committee in 2023. Details of the Audit &

Risk Committee’s functions, together with its

specific activities in 2023, are set out in the

Audit & Risk Committee Report on pages 56

to 61.

During the year the Company’s Audit & Risk

Committee comprised Mark Summerfield

(Chair), and Independent Non-Executive

Directors Anne de Kerckhove, Andrea Gisle

Joosen and Limor Ganot.

Details of the Company’s risk management

strategy and the Board’s assessment of the

Group’s viability in light of its risks are set out

on pages 32 and 42 respectively.

DIRECTORS’ REPORT CONTINUED

888 HOLDINGS PLC

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

SUPPLEMENTARY IN FORMATION

The annual review considers individual risk

control responsibilities, reporting lines and

qualitative assessments of residual risks.

Such a review was carried out in respect of

the processes that were in place throughout

2023 up until the date of approval of the

Annual Report and Accounts. No significant

failings or weaknesses were identified in

the review.

It is management’s role to implement

Board policies on risk and control, including

reporting. The system of internal control is

designed to manage rather than eliminate

the risk of failure to achieve business

objectives and can only provide reasonable,

and not absolute, assurance against

material misstatement or loss.

The Audit & Risk Committee also reviews the

appropriateness and adequacy of systems

of internal control and risk management

in relation to the financial reporting

process on an ongoing basis and makes

recommendations to the Board based on its

findings.

The Group’s internal control and risk

management systems in relation to the

process of preparing consolidated accounts

include the following:

• Identification of significant risk and

control areas of relevance to Group-wide

accounting processes;

• Controls to monitor the consolidated

accounting process and its results at the

level of the Board and at the level of the

companies included in the consolidated

financial statements;

• Preventative control measures in the

finance and accounting systems of the

Company and of the companies included

in the consolidated financial statements

and in the operative, performance-

oriented processes that generate

significant information for the preparation

of the consolidated financial statements

including the Strategic Report, including

a separation of functions and pre-defined

approval processes in relevant areas;

• Measures that safeguard proper IT-based

processing of matters and data relevant

to accounting; and

• Reporting information of companies

around the Group which enable the

Company to prepare consolidated

financial statements including

management accounts.

The reporting structure relating to all the

companies included in the consolidated

financial statements requires that significant

risks are to be reported immediately to the

Board on identification.

WHISTLEBLOWING POLICY

The Group’s Whistleblowing Policy sets

out the overall responsibility of the Board

(through its Audit & Risk Committee) for

implementation of the policy, but notes

that the Board has delegated day-

to-day responsibility for oversight and

implementation to the Group Internal Audit

function with additional oversight from the

Group Legal and Compliance functions.

The policy provides that where an employee

is not comfortable making an identified

disclosure in the standard manner (i.e. to

his/her respective direct line manager,

another manager in his/her subsidiary,

the People department or the compliance

manager), disclosure can be made

anonymously through a third party, Navex,

and reporters can either raise their case via

online forms or dedicated phone numbers.

Whilst employees are permitted to make

disclosures anonymously, disclosing

employees are encouraged to reveal their

identity to the compliance officer in order

to allow a full and proper investigation to

take place. Where a disclosing employee’s

identity is revealed, the Group will make its

best effort, considering the circumstances

and applicable law, to preserve

confidentiality of such disclosure. The Board

commits to investigating all disclosures fully,

fairly, quickly and, where circumstances

permit, confidentially. Undertakings are

made to employees who raise genuinely

held concerns in good faith under the

procedure that they will not be dismissed or

subject to any discrimination or victimisation

as a result of their action. Employees of the

Group are regularly sent reminders regarding

the Whistleblowing Policy as part of general

refreshers of various Group policies.

REMUNERATION COMMITTEE

The Board has overall responsibility for

determining the framework of executive

remuneration and its cost. It is required

to take account of any recommendation

made by the Remuneration Committee in

determining the remuneration, benefits and

employment packages of the Executive

Directors and Executive Committee and the

fees of the Chair.

During the year the Company’s

Remuneration Committee comprised

Independent Non-Executive Directors

Andrea Gisle Joosen (Chair from 23 May

2023) Anne de Kerckhove, Mark Summerfield,

and Limor Ganot.

AUDITORS

A resolution for the reappointment of

Ernst and Young LLP and EY Limited,

Gibraltar, (together, EY), as auditors of the

Company will be proposed at the 2024

Annual General Meeting.

During the year ended 31 December 2023,

the Company’s audit was tendered in

accordance with the EU Audit Regulation

and the Competition and Markets

Authority rules. The Company conducted

a competitive tender process in respect of

auditor appointment in August 2023. Ernst

and Young LLP was reappointed as auditor

for the purposes of the Company preparing

financial statements as required pursuant

to the UK Listing Rules and the DTRs. EY

Limited, Gibraltar, which is approved as

a registered auditor under the Gibraltar

Financial Services Act 2019, is the statutory

auditor of the Company including for the

purposes of issuing an audit report pursuant

to the Gibraltar Companies Act 2014.

Details of audit and non-audit fees charged

by EY to the Company are set out in note 5

to the financial statements.

RISK MANAGEMENT AND INTERNAL

CONTROL

The Board acknowledges that it is

responsible for the Company’s system of

internal control, for setting policy on internal

control and risk management, and for

reviewing the effectiveness of internal control

and risk management.

On 16 October 2023 the Company

announced that the Audit Committee

would become the Audit & Risk Committee

by virtue of the formal delegation of risk

management activities from the Board.

The Audit & Risk Committee monitors the

Group’s systems of internal control and risk

management on an ongoing basis, including

identifying, evaluating and managing the

significant risks faced by the Group. The

Audit & Risk Committee is required to report

pertinent matters to the Board at scheduled

Board meetings, with urgent matters being

shared in real time. Significant developments

have been made in 2023 to embed a culture

of risk management across the Group

through the establishment of an Enterprise

Risk Management Framework. Further details

are included in the Risk section on pages 30

to 41.

The Board believes that its risk management

process accords with the FRC Guidance

on Risk Management, Internal Control and

Related Financial and Business Reporting

and carries out an annual review of its

effectiveness covering all material controls,

including financial, operational

and compliance controls.

ANNUAL REPORT & ACCOUNTS 2023

REMUNERATION COMMITTEE CONTINUED

The Remuneration Committee determines

the Chair’s and Executive Directors’ fees,

whilst the Chair and the Executive Directors

determine the fees paid to the Non-

Executive Directors. Further details are

provided on page 75.

The Remuneration Committee was advised

during 2023 by Korn Ferry. The remuneration

consultant has no other connection with 888

or any of the Directors. Further details are

provided on page 81.

All new long-term incentive schemes

and significant changes to existing long-

term incentive schemes are put to the

shareholders of the Company for approval

before they are adopted (save for certain

circumstances as set out in the Listing Rules).

The Directors' Remuneration Policy will

be put to a vote at the Annual General

Meeting in May 2024 in accordance with

the Companies (Directors’ Remuneration

Policy and Directors’ Remuneration Report)

Regulations 2019. Details of the policy can

be found on pages 66 to 73.

The Remuneration Committee Report and

Directors' Remuneration Report, which

outlines the Remuneration Committee’s

work and details of Directors’ remuneration,

is on pages 62 to 82. The Remuneration

Committee’s terms of reference are available

on the Company’s website, corporate.888.

com.

COMPLIANCE WITH STATUTORY

PROVISIONS

As the Company is registered in Gibraltar,

it is subject to compliance with Gibraltar

statutory requirements. The main corporate

legislation relevant to the Company in

Gibraltar is the Gibraltar Companies Act

2014. The Company is in full compliance with

the Gibraltar Companies Act.

DIVIDEND POLICY

The Company’s policy, as stated in its

IPO Prospectus, is to distribute 50% of its

adjusted profit after tax each year. On

7 April 2022 it was announced that the

Board intends to suspend dividends until

such time that net leverage is at or below

3x. During 2023, this threshold was not met

and as such the payment of a dividend

will not be proposed at the 2024 Annual

General Meeting.

DIRECTORS’ STATEMENT OF

RESPONSIBILITIES

The Directors are responsible for preparing

the Annual Report and the financial

statements in accordance with applicable

Gibraltar law and regulations.

Company law requires the Directors to

prepare financial statements for each

financial year. Under that law, the Directors

have elected to prepare the Group and

parent company financial statements in

accordance with UK adopted international

accounting standards in conformity with the

requirements of the Gibraltar Companies Act

2014. Under company law, the Directors must

not approve the financial statements unless

they are satisfied that they give a true and

fair view of the state of affairs of the Group

and the Company and of the profit or loss of

the Group and the Company for that period.

Under the Financial Conduct Authority’s

Disclosure Guidance and Transparency

Rules, Group financial statements are

required to be prepared in accordance

with UK adopted international accounting

standards.

In preparing these financial statements the

Directors are required to:

• select suitable accounting policies in

accordance with IAS 8 Accounting

Policies, Changes in Accounting

Estimates and Errors and then apply them

consistently;

• make judgements and accounting

estimates that are reasonable and

prudent;

• present information, including accounting

policies, in a manner that provides

relevant, reliable, comparable and

understandable information;

• provide additional disclosures when

compliance with the specific requirements

in IFRSs is insufficient to enable users

to understand the impact of particular

transactions, other events and conditions

on the Group and Company financial

position and financial performance;

• in respect of the Group financial

statements, state whether international

accounting standards in conformity

with the requirements of the Gibraltar

Companies Act 2014 and UK adopted

international accounting standards have

been followed, subject to any material

departures disclosed and explained in the

financial statements;

• in respect of the parent company financial

statements, state whether UK adopted

international accounting standards in

conformity with the requirements of the

Gibraltar Companies Act 2014 have

been followed, subject to any material

departures disclosed and explained in the

financial statements; and

• prepare the financial statements on

the going concern basis unless it

is appropriate to presume that the

Company and/or the Group will not

continue in business.

The Directors are responsible for keeping

adequate accounting records that

are sufficient to show and explain the

Company’s and Group’s transactions

and disclose with reasonable accuracy

at any time the financial position of the

Company and the Group and enable

them to ensure that the Company and the

Group financial statements comply with

the Gibraltar Companies Act 2014. They

are also responsible for safeguarding the

assets of the Group and parent company

and for taking reasonable steps for the

prevention and detection of fraud and other

irregularities.

Under applicable law and regulations,

the Directors are also responsible for

preparing a strategic report, Directors’

report, Directors’ remuneration report and

corporate governance statement that

comply with that law and those regulations.

The Directors are responsible for the

maintenance and integrity of the corporate

and financial information included on the

Company’s website.

DIRECTORS’ REPORT CONTINUED

888 HOLDINGS PLC

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

SUPPLEMENTARY IN FORMATION

DIRECTORS’ RESPONSIBILITY STATEMENT

(DTR 4.1)

The Directors confirm, to the best of their

knowledge:

• that the consolidated financial statements,

prepared in accordance with UK adopted

international accounting standards in

conformity with the requirements of

the Gibraltar Companies Act 2014 and

UK adopted international accounting

standards, give a true and fair view of

the assets, liabilities, financial position

and profit of the parent company and

undertakings included in the consolidation

taken as a whole;

• that the Annual Report, including the

Strategic Report, includes a fair review of

the development and performance of the

business and the position of the Company

and undertakings included in the

consolidation taken as a whole, together

with a description of the principal risks

and uncertainties that they face; and

• that they consider the Annual Report,

taken as a whole, is fair, balanced

and understandable and provides the

information necessary for shareholders

to assess the Company’s position,

performance, business model and

strategy.

All of the current Directors have taken all

the steps that they ought to have taken

as Directors to make themselves aware of

any information needed by the Company’s

auditors for the purposes of their audit, and

to establish that the auditors are aware of

that information. The Directors are not aware

of any relevant audit information of which

the auditors are unaware.

On behalf of the Board:

LORD MENDELSOHN

Chair

26 March 2024

ANNUAL REPORT & ACCOUNTS 2023

INDEPENDENT AUDITOR’S REPORT

To the members of 888 Holdings PLC

888 HOLDINGS PLC

STRATEGIC REPORT GOVERNANCE

FINANCIAL STATEMENTS SUPPLEMENTARY INFORMATION

OPINION

In our opinion:

• 888 Holdings PLC’s Group financial statements and Parent company financial statements (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 2023 and of the Group’s loss for the year

then ended;

• the Group and Parent company financial statements have been properly prepared in accordance with UK adopted international

accounting standards; and

• the financial statements have been prepared in accordance with the requirements of the Gibraltar Companies Act 2014.

We have audited the financial statements of 888 Holdings PLC (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended

31 December 2023 which comprise:

GROUP PARENT COMPANY

Consolidated Income Statement for the year ended 31

December 2023

Company Balance Sheet as at 31 December 2023

Consolidated Statement of Comprehensive Income for the year

then ended

Company Statement of Changes in Equity for the year then ended

Consolidated Statement of Financial Position as at 31

December 2023

Company Statement of Cash Flows for the year then ended

Consolidated Statement of Changes in Equity for the year then

ended

Related notes 1 to 9 to the financial statements including a

summary of significant accounting policies

Consolidated Statement of Cash Flows for the year then ended

Related notes 1 to 33 to the financial statements, including a

summary of significant accounting policies

The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting

standards and as regards the Group and Parent company financial statements, as applied in accordance with the provisions of the

Gibraltar Companies Act 2014.

BASIS FOR OPINION

We conducted our audit in accordance with International Standards on Auditing (ISAs) 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.

INDEPENDENCE

We are independent of the Group and 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 public interest entities, and we have fulfilled our

other ethical responsibilities in accordance with these requirements.

The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the Parent company and we remain

independent of the Group and the Parent company in conducting the audit. We confirm that there are appropriate safeguards in place

and that we remain independent.

CONCLUSIONS RELATING TO GOING CONCERN

In accordance with the terms of our engagement letter with the Company, 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 parent company’s ability to continue to adopt the going concern basis of accounting included:

• We confirmed our understanding of 888’s going concern assessment process, including how principal and emerging risks are

considered. We understood the review controls in place for the going concern model, forecasting and management’s Board

memoranda;

• We challenged the appropriateness of the duration of the going concern assessment period and considered the existence of any

significant events or conditions beyond this period;

• We tested the mathematical integrity of management’s going concern model, including ensuring arithmetic accuracy;

• We performed procedures to test the reasonableness of cash flow forecast assumptions, through reconciliation to the budget

approved by the Board, comparison with recent performance and external benchmarking, as well as their consistency with other

areas of the audit including impairment assessments. We independently assessed other key assumptions including the timing and

quantum of legal and regulatory payments, the potential impact of interest rate and macroeconomic risks, the timing of settlement of

provisions and achievability of integration synergies;

ANNUAL REPORT & ACCOUNTS 2023

CONCLUSIONS RELATING TO GOING CONCERN CONTINUED

• We read the Group’s facility and syndication agreements and re-calculated the financial covenant relating to the Group’s revolving

credit facility to check whether it remained available to the Group throughout the going concern period under the base case and

downside scenarios;

• We challenged management’s downside scenarios and reverse stress testing, including the mitigating actions included in the cash

flow forecasts. This included understanding the Group’s variable and discretionary costs and evaluating the Group’s ability to control

these outflows if required;

• We performed our own assessment of plausible downside scenario focussed on the timing of cash outflows not solely at the Group’s

discretion. We also performed a reverse stress test in order to assess the flexibility of the business model and identify what factors

would lead to the Group utilising all liquidity during the going concern period and the probability of such events of occurring; and

• We assessed the appropriateness of disclosures in the Annual Report and Accounts by comparing the disclosures against the

requirements under UK adopted international accounting standards and the UK Corporate Governance Code.

Key observations

• The directors’ assessment forecasts that the Group will maintain sufficient liquidity throughout the going concern assessment period

and does not forecast any breaches in debt covenants. This includes the utilisation of the Group’s revolving credit facility, which

remains undrawn as at 31 December 2023.

• The Group is exposed to certain legal and regulatory risks, some of which will result in cash outflows during the going concern

assessment period or will increase the uncertainty associated with cash inflows. However, even under the downside scenarios

described above, the directors’ assessment forecasts the Group to maintain liquidity and covenant headroom throughout the going

concern period.

• Controllable mitigating actions are available to management to increase liquidity over the going concern assessment period,

although some of these actions may impact the Group’s profitability and cash generation over a longer time horizon.

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 parent company’s ability to continue as a going concern for the period to 30

June 2025.

In relation to the Group and Parent company’s reporting on how they have 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. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Group’s ability to

continue as a going concern.

OVERVIEW OF OUR AUDIT APPROACH

AUDIT SCOPE • We performed an audit of the complete financial information of five components and

audit procedures on specific balances for a further five components.

• The components where we performed full or specific audit procedures accounted for

91% of adjusted EBITDA, 99% of Revenue and 98% of Total assets.

KEY AUDIT MATTERS

• Regulatory and legal risk

• Revenue recognition

• Impairment of goodwill

MATERIALITY

• Overall Group materiality of £6.2m, which represents 2% of Adjusted EBITDA (as

defined below in 'Our application of materiality' section).

AN OVERVIEW OF THE SCOPE OF THE PARENT COMPANY AND GROUP AUDITS

Tailoring the scope

Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine our audit scope for

each company within the Group. Taken together, this enables us to form an opinion on the consolidated financial statements. We take into

account size, risk profile, the organisation of the Group and effectiveness of group-wide controls, changes in the business environment, the

potential impact of climate change and other factors such as recent Internal audit results when assessing the level of work to be performed

at each component.

In assessing the risk of material misstatement to the Group financial statements, and to ensure we had adequate quantitative coverage of

significant accounts in the financial statements, of all the reporting components of the Group, we selected 10 components covering entities

within the UK, Gibraltar and Malta, which represent the principal business units within the Group.

888 HOLDINGS PLC

STRATEGIC REPORT GOVERNANCE

FINANCIAL STATEMENTS SUPPLEMENTARY INFORMATION

AN OVERVIEW OF THE SCOPE OF THE PARENT COMPANY AND GROUP AUDITS CONTINUED

Tailoring the scope continued

Of the 10 components selected, we performed an audit of the complete financial information of five components (“full scope components”)

which were selected based on their size or risk characteristics. For the remaining five components (“specific scope components”), we

performed audit procedures on specific accounts within that component that we considered had the potential for the greatest impact on

the significant accounts in the financial statements either because of the size of these accounts or their risk profile.

The reporting components where we performed audit procedures accounted for 91% (2022: 96%) of the Group’s Adjusted EBITDA, 99%

(2022: 99%) of the Group’s Revenue and 98% (2022: 96%) of the Group’s Total assets. For the current year, the full scope components

contributed 91% (2022: 125%) of the Group’s Adjusted EBITDA, 97% (2022: 99%) of the Group’s Revenue and 98% (2022: 94%) of the Group’s

Total assets. The specific scope component contributed 0% (2022: -29%) of the Group’s Adjusted EBITDA, 2% (2022: 0%) of the Group’s

Revenue and 0% (2022: 2%) of the Group’s Total assets. The audit scope of these components may not have included testing of all

significant accounts of the component but will have contributed to the coverage of significant accounts tested for the Group.

Of the remaining components that together represent 9% of the Group’s Adjusted EBITDA, none are individually greater than 1% of the

Group’s Adjusted EBITDA. For these components, we performed other procedures, including analytical review, testing of consolidation

journals and intercompany eliminations and foreign currency translation recalculations to respond to any potential risks of material

misstatement to the Group financial statements.

The charts below illustrate the coverage obtained from the work performed by our audit teams.

Changes from the prior year

In the prior year, following the William Hill business combination, we selected eight components to perform an audit of their complete

financial information ("full scope components") based on size and risk characteristics. For the remaining component (“specific scope

component”), we performed audit procedures on specific accounts within that component that we considered had the potential for the

greatest impact on the financial statements due to size and risk. In the current year, following further integration of the William Hill business

into the Group, we evolved our scoping to focus on the key areas of audit risk within the Group's components, by increasing the number of

specific scope components. This had a limited effect on the level of work performed across the Group.

Involvement with component teams

In establishing our overall approach to the Group audit, we determined the type of work that needed to be undertaken at each of the

components by us, as the Group audit team, or by component auditors from other EY global network firms operating under our instruction.

Of the five full scope components and five specific scope components, audit procedures were performed on two full scope and four specific

scope components, directly by the group audit team in London and Gibraltar. For the remaining three full scope entities and one specific

scope component, where the work was performed by component auditors in Gibraltar and Malta, we determined the appropriate level of

involvement to enable us to determine that sufficient audit evidence had been obtained as a basis for our opinion on the Group as a whole.

The non-statutory audit partner has experience serving clients in a variety of public UK-listed companies, including those with the majority

of their operations overseas. The statutory audit partner has experience serving clients in a variety of industries in Gibraltar. They reviewed

the experience and expertise of the engagement team to ensure that the team had the appropriate competence and capabilities, which

included the use of a specialist where appropriate. The team had discussions during planning and throughout the audit in respect of the

evolving gaming regulatory environment.

The Group audit team continued to follow a programme of planned visits that has been designed to ensure that the Non-Statutory Auditor,

the Statutory Auditor and other Group partners visited full scope and specific scope locations. During the current year’s audit cycle, visits

were undertaken by the Group audit team to the component teams in Malta and Gibraltar. These visits involved discussing the audit

approach with the component team and any issues arising from their work, meeting with local management and reviewing relevant audit

working papers on risk areas. The Group audit team interacted regularly with the component teams where appropriate during various

stages of the audit, reviewed relevant working papers and were responsible for the scope and direction of the audit process. This, together

with the additional procedures performed at Group level, gave us appropriate evidence for our opinion on the Group financial statements.

ADJUSTED

EBITDA

REVENUE TOTAL ASSETS

Full scope components 91%

Specific scope components 0%

Other procedures 9%

Full scope components 98%

Specific scope components 0%

Other procedures 2%

Full scope components 97%

Specific scope components 2%

Other procedures 1%

INDEPENDENT AUDITOR’S REPORT CONTINUED

To the members of 888 Holdings PLC

ANNUAL REPORT & ACCOUNTS 2023

AN OVERVIEW OF THE SCOPE OF THE PARENT COMPANY AND GROUP AUDITS CONTINUED

Climate change

Stakeholders are increasingly interested in how climate change will impact 888 Holdings PLC. The Group has determined that the most

significant future impacts from climate change on its operations will be from coastal flooding due to sea level rise (with a safety and

infrastructure impact on people, offices and retail shops); temporary increases to the cost of living during the transition to low-carbon

technologies (with an impact on customers’ disposable income); and legislation introduced to place a ban on fossil fuel use for fuel and

energy generation and introduction of legislation to favour renewable energy generation (with an impact on energy costs and energy

security). These are explained on pages 163 to 175 in the required Task Force for Climate related Financial Disclosures and on pages 36 to

41 in the principal risks and uncertainties. It has also explained its climate commitments on pages 18 to 21. All of these disclosures form part

of the 'Other information,' rather than the audited financial statements. Our procedures on these unaudited disclosures therefore consisted

solely of considering whether they are materially inconsistent with the financial statements or our knowledge obtained in the course of the

audit or otherwise appear to be materially misstated, in line with our responsibilities on 'Other information'.

In planning and performing our audit we assessed the potential impacts of climate change on the Group’s business and any consequential

material impact on its financial statements.

The Group has explained on page 107 its articulation of how climate change has been reflected in the financial statements including how

this aligns with its commitment to achieve net zero emissions by 2035. Consideration of significant judgements and estimates relating to

climate change are included in note 1.

Our audit effort in considering the impact of climate change on the financial statements was focused on evaluating management’s

assessment of the impact of climate risk, physical and transition, its climate commitments, the effects of material climate risks disclosed on

pages 166 to 170 and the significant judgements and estimates disclosed in note 1 and whether these have been appropriately reflected in

the asset values and associated disclosures where values are determined through modelling future cash flows, being the impairment tests

of the Retail, UK online and International online groups of cash generating units.

We also challenged the Directors’ considerations of climate change risks in their assessment of going concern and viability and associated

disclosures. Where considerations of climate change were relevant to our assessment of going concern, these are described above. Based

on our work we have not identified the impact of climate change on the financial statements to be a key audit matter or to impact a key

audit matter.

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.

These matters included 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 our opinion thereon, and we do not provide a separate opinion on these matters.

888 HOLDINGS PLC

STRATEGIC REPORT GOVERNANCE

FINANCIAL STATEMENTS SUPPLEMENTARY INFORMATION

RISK OUR RESPONSE TO THE RISK

KEY OBSERVATIONS

COMMUNICATED TO THE

AUDIT AND RISK COMMITTEE

Regulatory and legal risks

At 31 December 2023, the Group has

provided £116.4 million (2022: £143.2

million) in respect of ongoing legal

and regulatory matters principally

in Austria and Germany. A further

provision of £62.8 million (2022: £61.7

million) was made in relation to

indirect taxes.

Refer to the significant accounting

policies (Note 1 on pages 105 to

114); and Notes 22 and 31 to the

Consolidated Financial Statements

(page 132 and 133, and page 150).

Given the industry and jurisdictions in

which the Group operates there is a

risk that the Group operates without

the appropriate licences, has existing

licences adversely affected through

the imposition of licence conditions

or threat of licence revocation, or

is subject to regulatory sanctions

resulting from breaches of licence

conditions. There is also a risk that

the Group does not pay or accrue

for gaming taxes on an appropriate

basis.

Judgement is applied in estimating

amounts payable to regulatory

authorities, or customers, in certain

jurisdictions. This gives rise to a

risk over the accuracy of accruals,

provisions and disclosure of

contingent liabilities and the related

income statement effect.

There is also a risk that management

may influence these significant

estimates and judgements in order

to meet market expectations or

bonus targets.

• We obtained an understanding and evaluated the

design effectiveness of management’s controls around

regulatory and legal risks. This included considering

the management of legal and regulatory risks, the

quantification and recording of a provision or disclosure

of a contingent liability;

• Inquired of management and the Group's external legal

advisers, where appropriate, about any known instances

of material breaches in regulatory or licence compliance

and the potential consequences of any such breach

to inform our assessment of the Group’s evaluation of

provisions to be recorded or a contingent liability to be

disclosed.

• Inspected the Group’s correspondence with regulators

and tax authorities to identify any legal or regulatory

concerns, to assess the completeness of matters

evaluated by the Group and to inform the likelihood of

any actual or potential licence restrictions;

• For certain matters, we engaged EY forensic accounting

specialists to evaluate whether breaches identified were

indicative of pervasive process deficiencies and control

failings or specific to certain markets or other factors;

• In respect of the regulatory provisions, we obtained an

understanding of the fact patterns through discussions

with management and the Group’s external legal

advisors, read their written legal confirmations and

performed our own searches for contradictory evidence.

• We agreed provisions to third party support, for

example post year end settlement agreements and/

or confirmation from the Group’s external legal advisors

that they consider the quantum of the provisions for

regulatory matters to be appropriate;

• Evaluated management’s interpretation and application

of relevant laws and regulations and assessed the risks

in respect of the Group’s operations outside of regulated

markets;

• Circularised confirmations to management’s relevant

external legal experts to test the completeness of

outstanding legal or regulatory issues as at 31 December

2023;

• Tested the completeness of the Group’s legal expenses,

in coordination with the discussions with Group’s legal

advisers, to ensure the completeness of circularised

confirmations;

• Engaged EY gaming tax specialists to assist us in

auditing the risks in respect of gaming duties and fines;

• Assessed appropriateness of disclosures in note 22

and 31 of the consolidated financial statements by

comparing the disclosures against the requirements

under UK adopted international accounting standards.

We concluded that the

provision and accruals

in respect to regulatory

authorities, and related

income statement accounts,

are appropriate and that

the disclosures of probable

and possible outflows in the

financial statements meet the

requirements of IAS 37 as at 31

December 2023.

The Group audit team performed all audit procedures over

the regulatory and legal risk, which covered 100% of the

balance sheet amount.

INDEPENDENT AUDITOR’S REPORT CONTINUED

To the members of 888 Holdings PLC

ANNUAL REPORT & ACCOUNTS 2023

RISK OUR RESPONSE TO THE RISK

KEY OBSERVATIONS

COMMUNICATED TO THE

AUDIT AND RISK COMMITTEE

Revenue recognition

The Group recognised revenue of

£1,710.9 million in 2023 (2022: £1,238.8

million).

The Group’s revenue recognition

process for material revenue streams

is highly dependent on the Group’s

complex gaming systems and

gaming servers, which process a high

volume of transactions. Systematic

errors in calculations or interfacing

could result in incorrect reporting of

revenue.

There is a further risk that

management may override

operational controls in respect

of revenue recognition leading to

revenue being materially different to

cash receipts or overstated in order

to meet market expectations.

Refer to the significant accounting

policies (Note 1 on pages 105 to

114); and Note 2 to the Consolidated

Financial Statements (pages 115 and

116).

• We obtained an understanding and evaluated the design

effectiveness of management’s controls over revenue.

In relation to the risk over systematic errors in calculations or

interfacing we performed the following procedures:

• For certain IT systems we tested the IT general control

environment where we considered the system to be

supportive of a controls reliance approach. Where

IT systems were not supportive of a controls reliance

approach, we walked through the IT processes and

designed and executed incremental substantive

procedures to address the risk;

• Performed a correlation analysis between revenue and

cash receipts to confirm that in aggregate, the revenues

recognised were equivalent to the cash receipts adjusted

for known timing differences;

• Applied IT-based auditing techniques to test manual

reconciliations between the Group’s gaming revenue and

cash;

• Performed transaction testing for each revenue stream

to test the interface between gaming servers, production

systems and cash processing system;

• Performed detailed substantive testing on a sample of

revenue transactions, including validation of bets/wins,

deposits/withdrawals and aggregated cash receipts

from payment service providers and shops;

• Performed computer assisted audit techniques to search

for other material manual adjustments to revenue and

audited the fair value of bet positions;

• Obtained and reviewed third party assurance reports,

which provided independent assurance over the

Company’s processes and controls over the development

and maintenance of games and their underlying

algorithms; and

• Searched for contradictory evidence for indicators of

gaming system error and manipulation by inspecting

whistleblower reports, reviewing correspondence with

regulators and reviewing customer complaints.

In relation to the risk over management override we

performed the following procedures:

• Used data analytic tools to identify revenue related

manual journals posted to the general ledger and traced

these back to source systems or other corroborative

evidence. We obtained and evaluated underlying source

documentation to test the completeness and accuracy

of the postings, including those journals we considered

unusual in nature.

We also assessed the appropriateness of the disclosures

in note 1 and 2 of the consolidated financial statements by

comparing the disclosures against the requirements under

UK adopted international accounting standards.

Based on the procedures

performed, including those in

respect of manual adjustments

to revenue, we did not identify

any evidence of material

misstatement in the revenue

recognised in the year ended 31

December 2023.

888 HOLDINGS PLC

STRATEGIC REPORT GOVERNANCE

FINANCIAL STATEMENTS SUPPLEMENTARY INFORMATION

RISK OUR RESPONSE TO THE RISK

KEY OBSERVATIONS

COMMUNICATED TO THE

AUDIT AND RISK COMMITTEE

Revenue recognition continued The Group audit team performed audit procedures over

revenue, which covered 96% of the Group’s revenue. The

Malta component team has performed audit procedures

over 3% of the remaining revenue balance as part of their

full scope procedures.

Impairment of Goodwill

As at 31 December 2023 the Group

had goodwill of £763.3 million

(2022: £797.3 million) relating to the

acquisition of the William Hill Group

in 2022;

The recoverable amount and

headroom on the Group’s of CGUs

tested for impairment are disclosed

in note 12.

There is a risk that these assets (in

particular Retail) are not supported

by either the future cash flows they

are expected to generate or their

fair value less costs of disposal,

resulting in an impairment charge

that has not been recognised by

management.

Refer to the significant accounting

policies (Note 1 on pages 105 to 114);

and Note 12 to the Consolidated

Financial Statements (pages 125 to

127).

• We obtained an understanding of the process and

evaluated the design effectiveness of management’s

controls around impairment of goodwill. This included

consideration of management’s completeness and

accuracy of data and assumptions used in the

impairment assessments;

• We assessed management’s modelling for clerical

accuracy and consistency with IAS 36;

• We challenged management’s modelling assumptions

(particularly in respect of forecast growth rates)

by comparing inputs to past performance, current

trading conditions, board approved forecasts, external

benchmarks (including analyst reports), competitor

performance and searched for external information that

may be contrary to management’s assessment;

• We ensured the consistency of the impairment models

with other areas of the audit, including going concern

forecasting;

• We involved valuation specialists to assess the discount

rates used in each value in use calculation by performing

an independent calculation of a range of acceptable

discount rates and comparing this with the rates utilised

by the Group;

• We performed sensitivity analysis and reverse stress

testing, by flexing key inputs such as short and long

term growth rates and the discount rate to stress test

management’s modelling;

• We assessed the appropriateness of the disclosures in

note 1 and 12 of the consolidated financial statements

by comparing the disclosures against the requirements

under UK adopted international accounting standards.

Based on our audit

procedures, including our own

independently developed

ranges and sensitivities

applied, we are satisfied that

no impairment is required in

respect of the Retail, UK online

or international online Groups of

CGUs as at 31 December 2023.

The disclosures in the financial

statements are in accordance

with IAS 36.

Based on the level of headroom

and our own sensitivities

applied, the additional

sensitivity disclosures for key

assumptions for UK Retail are

appropriate

The Group audit team performed all audit procedures over

the risk, which covered 100% of the balance sheet amount.

In the prior year, our auditor’s report included a Key Audit Matter in relation to acquisition accounting (relating to the purchase of the

William Hill Group in 2022). In the current year, as there were no material acquisitions, this Key Audit Matter has been removed.

OUR APPLICATION OF MATERIALITY

We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on the audit

and in forming our audit opinion.

Materiality

The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence the

economic decisions of the users of the financial statements. Materiality provides a basis for determining the nature and extent of our audit

procedures.

We determined materiality for the Group to be £6.2 million (2022: £4.3 million), which is 2% (2022: 2%) of Adjusted EBITDA. We believe that

Adjusted EBITDA provides us with the most relevant performance measure to the stakeholders of the Group, given the prominence of this

metric throughout the Annual Report and consolidated financial statements and its alignment to investor presentations.

We determined materiality for the Parent company to be £4.8 million (2022: £5.2 million), which is 2% (2022: 2%) of Equity.

INDEPENDENT AUDITOR’S REPORT CONTINUED

To the members of 888 Holdings PLC

ANNUAL REPORT & ACCOUNTS 2023

OUR APPLICATION OF MATERIALITY CONTINUED

Materiality continued

During the course of our audit, we reassessed initial materiality to reflect the Group’s final Adjusted EBITDA. This resulted in materiality

deceasing by £0.4m from £6.6 million to £6.2 million.

Performance materiality

The application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately low level the

probability that the aggregate of uncorrected and undetected misstatements exceeds materiality.

On the basis of our risk assessments, together with our assessment of the Group’s overall control environment, our judgement was that

performance materiality was 50% (2022: 50%) of our planning materiality, namely £3.1 million (2022: £2.1 million). We have set performance

materiality at the same percentage as 2022 given the given our assessment of risk arising from the extent of ongoing change within the

Group, including in its operations and its management, resulting in our expectation that there is a higher likelihood of misstatements

occurring in the financial statements.

Audit work at component locations for the purpose of obtaining audit coverage over significant financial statement accounts is undertaken

based on a percentage of total performance materiality. The performance materiality set for each component is based on the relative

scale and risk of the component to the Group as a whole and our assessment of the risk of misstatement at that component. In the current

year, the range of performance materiality allocated to components was £0.4 million to £1.6 million (2022: £0.4 million to £1.4 million).

Reporting threshold

An amount below which identified misstatements are considered as being clearly trivial.

We agreed with the Audit and Risk Committee that we would report to them all uncorrected audit differences in excess of £0.3 million

(2022: £0.2 million), which is set at 5% of planning materiality, as well as differences below that threshold that, in our view, warranted

reporting on qualitative grounds.

We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light of other

relevant qualitative considerations in forming our opinion.

OTHER INFORMATION

The other information comprises the information included in the annual report set out on pages 1 to 89 including the Strategic Report, the

Directors’ Report and the Corporate Governance Report, other than the financial statements and our auditor’s report thereon. The directors

are responsible for the other information contained within the annual report.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in this

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 the other information, we are required to report that fact.

We have nothing to report in this regard.

OPINION ON OTHER MATTER PRESCRIBED BY THE GIBRALTAR COMPANIES ACT 2014

In our opinion the information given in the Directors’ Report for the financial year for which the financial statements are prepared is

consistent with the financial statements and has been properly prepared in accordance with the Gibraltar Companies Act 2014 Act.

Opinions on other matters in accordance with the terms of our engagement letter with the Company.

• Adjusted EBITDA of £308.3 million

• Share benefit credit of £0.5 million

• Foreign exchange gains of £1.0 million

• Totals £309.8 million

• Materiality of £6.2 million (2022: £4.3 million), representing 2% of Adjusted EBITDA

STARTING BASIS

ADJUSTMENTS

MATERIALITY

888 HOLDINGS PLC

STRATEGIC REPORT GOVERNANCE

FINANCIAL STATEMENTS SUPPLEMENTARY INFORMATION

OPINION ON OTHER MATTER PRESCRIBED BY THE GIBRALTAR COMPANIES ACT 2014 CONTINUED

In our opinion, based on the work undertaken in the course of the audit:

• the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the basis of preparation.

• the information given in the strategic report for the financial year for which the financial statements are prepared is consistent with

the financial statements and that report has been prepared in accordance with the basis of preparation;

MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION AS PRESCRIBED BY THE GIBRALTAR COMPANIES ACT 2014

In the light of our knowledge and understanding of the Group and the Parent company and its environment obtained in the course of the

audit. We have nothing to report in respect of the following matters:

• We have identified material misstatements in the Directors’ Report; and

• We have not received all the information and explanations we required for our audit.

MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION IN ACCORDANCE WITH THE TERMS OF OUR ENGAGEMENT

LETTER WITH THE COMPANY

In the light of our knowledge and understanding of the Group and the Parent company and its environment obtained in the course of the

audit. We have nothing to report in respect of the following matters:

• We have identified material misstatements in the strategic report;

• Adequate accounting records have not been kept by the Parent company;

• Parent company financial statements and the audited Directors’ Remuneration Report are not in agreement with the accounting

records and returns; and

• Disclosures of directors’ remuneration specified by law are not appropriately made.

CORPORATE GOVERNANCE STATEMENT

We have reviewed the directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance

Statement relating to the Group and company’s compliance with the provisions of the UK Corporate Governance Code specified for our

review by the Listing Rules.

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:

• Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material

uncertainties identified set out on page 86;

• Directors’ explanation as to its assessment of the Company’s prospects, the period this assessment covers and why the period is

appropriate set out on page 42;

• Director’s statement on whether it has a reasonable expectation that the Group will be able to continue in operation and meets its

liabilities set out on pages 42 and 86;

• Directors’ statement on fair, balanced and understandable set out on page 89;

• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 87;

• The section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on

page 59; and;

• The section describing the work of the Audit and Risk Committee set out on page 56 to 61.

RESPONSIBILITIES OF DIRECTORS

As explained more fully in the directors’ responsibilities statement set out on page 88, 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 and 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 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.

INDEPENDENT AUDITOR’S REPORT CONTINUED

To the members of 888 Holdings PLC

ANNUAL REPORT & ACCOUNTS 2023

EXPLANATION AS TO WHAT EXTENT THE AUDIT WAS CONSIDERED CAPABLE OF DETECTING IRREGULARITIES, INCLUDING FRAUD

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our

responsibilities, outlined above, to detect irregularities, including fraud. 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 or

intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including

fraud is detailed below.

However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the

Company and management.

• We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and determined that

the most significant are those related to gambling regulations and related gaming and indirect taxes in different countries where

the Group is operating, including the UK, Spain, Gibraltar, Malta, Italy, Austria and other countries, those related to relevant tax

compliance regulations in the UK, Gibraltar, Malta, Spain and Israel and related to the financial reporting framework (UK adopted

international accounting standards, UK Corporate Governance Code, Gibraltar Companies Act 2014, the Listing Rules of the London

Stock Exchange and the Bribery Act 2010);

• We understood how 888 Holdings PLC is complying with those frameworks by making enquiries of management and the Company’s

external legal and tax advisers. We corroborated our enquiries through our review of board minutes, discussion with the Audit and Risk

Committee and any correspondence with regulatory bodies and tax authorities, and our audit procedures in respect of 'Regulatory

and legal risk' (as described above);

• We assessed the susceptibility of the Group’s financial statements to material misstatement, including how fraud might occur by

meeting with management to understand where they considered there was susceptibility to fraud, including in respect of revenue

recognition. We also considered performance targets and their influence on efforts made by management to manage earnings or

influence the perceptions of analysts. Where this risk was considered to be higher, we performed audit procedures to address each

identified fraud risk. These procedures included testing journal entries;

• Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations, including

anti-money laundering. The Group operates in the gaming industry which is a highly regulated environment and our procedures

involved audit procedures in respect of 'Regulatory and legal risk' (as described above), as well as review of board minutes to identify

non-compliance with such laws and regulations, review of reporting to the Audit and Risk Committee on compliance with regulations

and enquiries of management and the Group’s external legal counsel and tax advisors;

• For certain matters, we engaged EY forensic accounting specialists to evaluate whether items identified were indicative of pervasive

process deficiencies and control failings or specific to certain markets or isolated factors;

• In respect of the UK, Gibraltar and Malta component teams, any instances of non-compliance with laws and regulations were

addressed with management by the Group audit team; and

• The Non-Statutory Auditor and the Statutory Auditor assessed and was satisfied that the engagement team collectively had the

appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations in the gaming industry,

and details of those matters about non-compliance with laws and regulations and fraud that were communicated to the engagement

team;

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website

at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

OTHER MATTERS WE ARE REQUIRED TO ADDRESS

• We were appointed by the Company on 30 June 2014 to audit the financial statements for the year ending 31 December 2014 and

subsequent financial periods. The period of total uninterrupted engagement including previous renewals and reappointments is 10

years, covering the years ended 31 December 2014 to 31 December 2023.

• Our audit engagement letter was refreshed on 12 April 2023. The non-audit services prohibited by the FRC’s Ethical Standard were not

provided to the Group or the Parent company and we remain independent of the Group and the Parent company in conducting the

audit.

• The audit opinion is consistent with the additional report to the Audit and Risk Committee.

USE OF OUR REPORT

This report, including the opinion, has been prepared for and only for the Company’s members as a body in accordance with Section 257

of the Gibraltar Companies Act 2014 and our engagement letter dated 12 April 2023 and for no other purpose. We do not, in giving these

opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it

may come save where expressly agreed by our prior consent in writing.

MARCUS BUTLER (NON-STATUTORY AUDITOR)

For and on behalf of Ernst

& Young LLP, London

26 March 2024

DALE CRUZ (STATUTORY AUDITOR)

For and on behalf of EY Limited, Registered

Auditors, Gibraltar

26 March 2024

100

888 HOLDINGS PLC

STRATEGIC REPORT GOVERNANCE

FINANCIAL STATEMENTS SUPPLEMENTARY INFORMATION

CONSOLIDATED INCOME STATEMENT

For the year ended 31 December 2023

		2023	2022
	Note	£m	£m
Revenue	2	1 , 7 1 0 .9	1, 238 .8
Gaming duties		(3 7 2 . 0)	(25 6 . 3)
Other cost of sales		(1 9 8 . 0)	(1 8 8 .1)
Exceptional items — cost of sales	3	—	3 .9
Cost of sales		(570 . 0)	(440. 5)
Gross profit		1 ,1 4 0 .9	798 . 3
Marketing expenses		(2 37. 6)	(2 57. 8)
Operating expenses		(819 .1)	(4 4 8 . 5)
Share of post-tax profit of equity accounted associate	4,14	1.4	0.3
Exceptional items — operating expenses	3	(5 2 . 6)	(9 7. 1)
Operating profit/(loss)	5	33.0	(4 . 8)
Adjusted EBITDA		308. 3	2 1 7. 9
Exceptional items — cost of sales and operating expenses	3	(5 2 . 6)	(9 3 . 2)
Fair value gain on financial assets	25	4 .1	—
Foreign exchange gains/(losses)		1.0	(4 . 0)
Share benefit credit/(charge)	28	0. 5	(5 . 2)
Depreciation and amortisation	12,13	(22 8 .3)	(120. 3)
Operating profit/(loss)	5	33.0	(4 . 8)
Finance income	7	41 . 0	0. 8
Finance expenses	8	(19 5.3)	(111.7)
Loss before tax		(121 . 3)	(115 .7)
Taxation credit/(charge)	9	6 4 .9	(4 .9)
Loss after tax		(5 6 . 4)	(120. 6)
Equity holders of the Parent		(5 6 . 4)	(120. 5)
Non-controlling interests		—	(0 . 1)
		(5 6 . 4)	(120. 6)
Loss per share
Basic (pence)	10	(12 . 6)	(28 . 3)
Diluted (pence)	10	(12 . 6)	(28 . 3)

1. Adjusted EBITDA is an Alternative Performance Measure ('APM') which does not have an IFRS standardised meaning. Refer to Appendix 1 — Alternative

performance measures for further detail.

ANNUAL REPORT & ACCOUNTS 2023

101

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December 2023

		2023	2022
	Note	£m	£m
Loss for the year		(5 6 . 4)	(120. 6)
Items that may be reclassified subsequently to profit or loss (net of tax)
Exchange differences on translation of foreign operations		(22 . 8)	2.5
Movement in cash flow hedging position		(1. 2)	(1 4 . 4)
Items that will not be reclassified to profit or loss (net of tax)
Remeasurement of severance pay liability		(0. 2)	1.7
Actuarial remeasurement in defined benefit pension scheme		1.8	(0. 8)
Tax on severance pay liability		—	0. 6
Movement in hedging reserve		—	1.0
Movement in equity investment designated at fair value through OCI	15	—	(1 . 0)
Total other comprehensive loss for the year		(22 . 4)	(1 0 . 4)
Total comprehensive loss for the year		(78 . 8)	(1 3 1 . 0)
Total comprehensive loss for the year attributable to equity holders of the Parent		(78. 8)	(1 3 0 .9)
Total comprehensive loss for the year attributable to non-controlling interests		—	(0 . 1)

The notes on pages 105 to 154 form part of these consolidated financial statements.

102

888 HOLDINGS PLC

STRATEGIC REPORT GOVERNANCE

FINANCIAL STATEMENTS SUPPLEMENTARY INFORMATION

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

At 31 December 2023

		2023	2022
	Note	£m	£m
Assets
Non-current assets
Goodwill and other intangible assets	12	2,03 8 . 3	2 , 20 8 . 3
Right-of-use assets	13	78 .0	8 1 .9
Property, plant and equipment	13	91 .7	110.4
Investment in sublease		1.0	1.4
Investments in associates	14,15	3 3 .9	3 8.4
Non-current prepayments	19	2 .8	6.2
Derivative financial instruments	25	15 .8	1 6.6
Deferred tax assets	26	3 7. 0	5.2
		2 , 298 . 5	2,4 68 .4
Current assets
Cash and cash equivalents	20	256. 2	3 1 7. 6
Trade and other receivables	19	13 8 .0	132 .7
Income tax receivable		53. 3	35. 2
Derivative financial instruments	25	1.6	2.0
Assets held for sale	17	—	6 .9
		4 4 9. 1	494 . 4
Total assets		2 ,74 7. 6	2 ,9 6 2 . 8
Equity and liabilities
Share capital	27	2 .2	2.2
Share premium	27	160.7	160.7
Treasury shares		(0 . 6)	(0 .9)
Foreign currency translation reserve		1.8	24 . 6
Hedging reserves		(1 4 . 6)	(1 3 . 4)
Retained earnings		(69. 6)	(1 4 . 0)
Total equity		7 9.9	1 5 9. 2
Liabilities
Non-current liabilities
Borrowings	23	1 , 6 57. 2	1 , 6 9 7. 5
Severance pay liability	6	0.6	1. 2
Retirement benefit liability	29	—	1.2
Provisions	22	1 04. 8	1 0 1 .9
Deferred tax liability	26	156.9	216 .0
Derivative financial instruments	25	2 9.9	1 7. 4
Lease liabilities	18	64. 2	65 .0
		2 ,013 .6	2,1 00. 2
Current liabilities
Borrowings	23	3 .9	4. 8
Trade and other payables	21	3 74 . 7	36 8 .0
Provisions	22	78 .5	111. 5
Derivative financial instruments	25	23. 5	20. 8
Income tax payable	9	22 . 3	3 3 .0
Lease liabilities	18	23 .4	24 . 0
Customer deposits	21	127.8	141 . 3
		65 4 .1	70 3 . 4
Total equity and liabilities		2 ,74 7. 6	2 ,9 6 2 . 8

1. Cash and cash equivalents includes customer deposits of £127 .8m (2022: £141.3m)

which represent bank deposits matched by customer liabilities of an equal value. Cash

and cash equivalents excludes restricted short-term deposits of £2 2.6m which are

presented in Trade and other receivables (2022: £21. 6m).

2. Since the disclosure of the provisional fair values for the acquisition of William Hill

on 1 July 2022, an adjustment of £15.7m has been made to increase the fair value of

provisions, with a related £4.4m reduction in deferred tax liabilities, and an equivalent

movement in goodwill. This adjustment has been made after the 31 December 2022

year end accounts and during the measurement period. See note 16 and 22 for further

details.

The consolidated financial statements on pages 100 to 104 were

approved and authorised for issue by the Board of Directors on 26

March 2024 and were signed on its behalf by:

PER WIDERSTRÖM SEAN WILKINS

Chief Executive Officer Chief Financial Officer

The notes on pages 105 to 154 form part of these consolidated

financial statements.

ANNUAL REPORT & ACCOUNTS 2023

103

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2023

				Foreign
				currency			Non-
	Share	Share	Treasury	translation	Hedging	Retained	controlling
	capital	premium	shares	reserve	reserve	earnings	interests	Total
	£m	£m	£m	£m	£m	£m	£m	£m
Balance at 1 January 2022	1 .9	2.5	(0.9)	22 .1	—	98 .8	0.1	124 . 5
Loss after tax for the year	—	—	—	—	—	(120. 5)	(0 . 1)	(120.6)
Other comprehensive income/(expense)
for the year	—	—	—	2.5	(1 3 . 4)	0. 5	—	(1 0 . 4)
Total comprehensive income/(expense)	—	—	—	2 .5	(13 . 4)	(120.0)	(0 .1)	(13 1 .0)
Issue of shares (equity placing)	0. 3	158 . 2	—	—	—	—	—	158 .5
Equity settled share benefit
charges (note 28)	—	—	—	—	—	7.9	—	7.9
Acquisition of treasury shares	—	—	(0 . 7)	—	—	—	—	(0 . 7)
Exercise of Deferred Share Bonus Plan	—	—	0.7	—	—	(0. 7)	—	—
Balance at 31 December 2022	2.2	160.7	(0 .9)	24.6	(13 . 4)	(14 . 0)	—	1 5 9. 2
Loss after tax for the year	—	—	—	—	—	(5 6 . 4)	—	(5 6 . 4)
Other comprehensive
(expense)/income for the year	—	—	—	(2 2 . 8)	(1 . 2)	1.6	—	(2 2 . 4)
Total comprehensive expense	—	—	—	(22 . 8)	(1. 2)	(5 4 . 8)	—	(78 . 8)
Equity settled share benefit credit (note 28)	—	—	—	—	—	(0.5)	—	(0.5)
Exercise of Deferred Share Bonus Plan	—	—	0. 3	—	—	(0. 3)	—	—
Balance at 31 December 2023	2.2	160.7	(0 . 6)	1.8	(1 4 . 6)	(6 9. 6)	—	7 9. 9

The following describes the nature and purpose of each reserve within equity.

Share capital — represents the nominal value of shares allotted, called-up and fully paid.

Share premium — represents the amount subscribed for share capital in excess of nominal value.

Treasury shares — represents reacquired own equity instruments. Treasury shares are recognised at cost and deducted from equity.

Foreign currency translation reserve — represents exchange differences arising from the translation of all Group entities that have

functional currency different from £.

Hedging reserve — represents changes in the fair value of derivative financial instruments designed in a hedging relationship.

Retained earnings — represents the cumulative net gains and losses recognised in the Consolidated Statement of Comprehensive Income

and other transactions with equity holders.

The notes on pages 105 to 154 form part of these consolidated financial statements.

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FINANCIAL STATEMENTS SUPPLEMENTARY INFORMATION

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 31 December 2023

		2023	2022
	Note	£m	£m
Cash flows from operating activities
Loss before income tax		(121 . 3)	(115 .7)
Adjustments for:
Depreciation of property, plant and equipment and right-of-use assets	13	46.3	30. 8
Amortisation	12	18 2 .0	8 9. 5
Interest income	7	(41 . 0)	(0. 8)
Interest expenses	8	195. 3	111.7
Income tax paid		(3 0 .1)	(3 5 .1)
Fair value gain on financial assets		(4 . 1)	—
Share of post-tax loss of equity accounted associate		(1 . 4)	(0 . 3)
Non-cash exceptional items		5 .9	52 . 3
Profit on sale of businesses	16	0. 3	—
Movement on ante post and other financial derivatives		7. 6	2. 3
Profit on sale of freehold properties via sale and leaseback		(4 . 6)	—
Gain on disposal of property, plant and equipment		(1 .1)	(0 . 3)
Share benefit (credit)/charge	28	(0 . 5)	5. 2
Cash generated from operating activities before working capital movement		2 33.3	1 3 9. 6
Increase in receivables		(1 .9)	(50 . 3)
Decrease in customer deposits		(13 . 4)	(9. 2)
Decrease in trade and other payables		(3 9. 6)	(10 0. 3)
Decrease in provisions		(27 .0)	(10.0)
Net cash generated from/(used in) operating activities		1 51 . 4	(3 0. 2)
Cash flows from investing activities
Acquisition of intangible assets		(62 .9)	(6 7.9)
Acquisition of property, plant and equipment	13	(7. 4)	(8 .9)
Proceeds from sale of businesses	16	19. 2	32 . 5
Proceeds on sale and leaseback of freehold properties		22 .6	—
Proceeds from sale of property, plant and equipment		1 .9	0. 5
Loans to related parties		(4 . 3)	—
Interest received	7	3 .9	0. 8
Dividend received from associate	14	5 .9	0 .9
Acquisition of William Hill (net of cash acquired)	16	—	(3 8 6 . 8)
Net cash used in investing activities		(21 .1)	(4 2 8 .9)
Cash flows from financing activities
Payment of lease liabilities	18	(31 . 8)	(2 1 . 5)
Settlement of derivatives	25	(10. 8)	—
Interest paid		(14 2 . 0)	(75 . 6)
Repayment of loans	23	(4 . 0)	(1 , 5 0 3 . 2)
Issue of shares — equity placing	27	—	158 . 5
Proceeds from loans	23	—	2, 16 3 .1
Loan transaction fees		—	(13 2.3)
Acquisition of treasury shares		—	(0. 7)
Net cash (used in)/generated from financing activities		(1 8 8 .6)	588. 3
Net (decrease)/Increase in cash and cash equivalents		(58 . 3)	1 2 9. 2
Net foreign exchange difference		(3 .1)	(1 . 0)
Cash and cash equivalents at the beginning of the year	20	3 17. 6	189 .4
Cash and cash equivalents at the end of the year	20	256. 2	3 1 7. 6

The notes on pages 105 to 154 form part of these consolidated financial statements.

ANNUAL REPORT & ACCOUNTS 2023

105

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2023

GENERAL INFORMATION

Company description

888 Holdings Plc (the 'Company') and its subsidiaries (together the 'Group') was founded in 1997 in the British Virgin Islands and since

17 December 2003 has been domiciled in Gibraltar (Company number 90099). On 4 October 2005, the Company listed on the London

Stock Exchange.

Definitions

In these financial statements:

The Company 888 Holdings PLC.

The Group 888 Holdings PLC and its subsidiaries.

Subsidiaries Companies over which the Company has control (as defined in IFRS 10 — Consolidated Financial

Statements) and whose accounts are consolidated with those of the Company.

Related parties As defined in IAS 24 ‘Related Party Disclosures’.

Associates As defined in IAS 28 ‘Investments in Associates and Joint Ventures’.

1 ACCOUNTING POLICIES

The material accounting policies applied in the preparation of the consolidated financial statements are as follows:

Basis of preparation

The consolidated financial statements of the Group have been prepared in accordance with UK adopted international accounting

standards and in accordance with the requirements of the Gibraltar Companies Act 2014. The consolidated financial statements have been

prepared on a historical cost basis, except where certain assets or liabilities are held at amortised cost or at fair value as described in the

Group’s accounting policies.

All values are rounded to the closest hundred thousand, except when otherwise indicated.

The significant accounting policies applied in the consolidated financial statements in the prior year have been applied consistently in

these consolidated financial statements, except for the amendments to accounting standards effective for the annual periods beginning

on 1 January 2023. These are described in more detail below.

As a Company incorporated in Gibraltar, 888 Holdings Plc is not required by UK law or regulation to prepare the Directors’ Remuneration or

Strategic reports under regulation that applies to UK incorporated companies. However, by virtue of 888’s Premium Listing on the London

Stock Exchange and reflecting the Directors' approach to good governance and investor expectation, we have prepared these reports in

line with the requirements under the UK Companies Act 2006.

The Directors’ Remuneration Report, set out on pages 66 to 82, has been voluntarily prepared in accordance with sections 420 to 422

UK Companies Act 2006.

The information given in the Strategic Report, set out on pages 2 to 43, has been voluntarily prepared in accordance with section 414

UK Companies Act 2006.

Going concern

Background

The financial statements have been prepared using the going concern basis of accounting. As at the year end, the Group had net assets

of £79.9m (2022: £159.2m) and incurred a statutory loss before tax of £121.3m during the year (2022: £115.7m loss). The Group also had net

current liabilities of £205.0m (2022: £209.0m).

A full description of the Group’s business activities, financial position, cash flows, liquidity position, committed facilities and borrowing

position, together with the factors likely to affect its future development and performance, is set out in the Strategic Report on pages

2 to 43, and in notes 23 to 25 to these financial statements.

Business planning and performance management

The Group has robust forecasting and monitoring processes which consist of weekly monitoring and careful management of liquidity, an

annual budget and a long-term plan, which generates income statement and cash flow projections for assessment by management and

the Board. Forecasts are regularly compared with prior forecasts and current trading to identify variances and understand their future

impact so management can act where appropriate. Analysis is undertaken to review and sense check the key assumptions, including the

integration and transformation programmes, underpinning the forecasts.

Whilst there are risks to the Group’s trading performance (as summarised in the Risks section of the Strategic Report on pages 30 to

41), the Group has established risk management processes to identify and mitigate risks, and such risks have been considered when

undertaking the going concern evaluation for the period to 30 June 2025.

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1 ACCOUNTING POLICIES CONTINUED

Going concern continued

The Group’s future prospects

As highlighted in note 24 to the financial statements, the Group meets its day-to-day working capital requirements from the positive cash

flows generated by its trading activities and its available cash resources. The Group holds cash and cash equivalents excluding customer

balances and restricted cash of £128.4m as at 31 December 2023 (2022: £176.3m). In addition to this the Group has access, until 31

December 2027, to a £150m Revolving Credit Facility, which was undrawn as of 31 December 2023.

The Group entered into significant debt arrangements in the previous year to fund the acquisition of the William Hill business (also

described in note 24). Other than an annual $5.0m repayment on the TLB facility, no borrowings are due within the period of the going

concern evaluation or in the period soon after it. The next due date on the Group’s debt is in 2026 and the majority is repayable in 2027-28.

The Group’s Revolving Credit Facility contains a net leverage covenant which is not restrictive in the base case, downside or reverse stress

test scenarios. The remainder of the Group’s debt does not contain any financial covenants.

The Group’s forecasts, for the going concern evaluation period to 30 June 2025, based on reasonable assumptions including, in the base

case, a 10% increase in 2024 revenue coupled with higher marketing investment, indicate that the Group will be able to operate within the

level of its currently available and expected future facilities for this period to 30 June 2025. Under the base case forecast, the Group has

sufficient cash reserves and available facilities to enable it to meet its obligations as they fall due, for this going concern evaluation period

to 30 June 2025.

The Group has also assessed a range of downside scenarios to evaluate whether any material uncertainty exists relating to the Group’s

ability to continue as a going concern. The forecasts and scenarios consider severe but plausible downsides that could impact the Group,

which are linked to the business risks identified by the Group. These scenarios, both individually and in combination, have enabled the

Directors to conclude that the Group has adequate resources to continue to operate for the foreseeable future.

Specifically, the Directors have given careful consideration to the regulatory and legal environment in which the Group operates. Downside

sensitivities have been run, individually and in aggregate, to assess the impact of the following scenarios:

• Reductions in revenue reflecting a lower return on marketing investment than budgeted;

• Reductions in profitability for the Group of 10% to reflect potential regulatory, macroeconomic and competitive pressures;

• An increase in interest expense as a result of higher interest rates on the Group’s remaining floating rate debt;

• The phasing of cash outflows relating to regulatory and other provisions and accrual settlements; and

• A 10% increase in the Group’s capex spend as a result of execution delays or product overspends.

Management has performed a separate reverse stress test to identify the conditions that would be required to compromise the Group’s

liquidity. Having done so, management has identified further actions to conserve or generate cash to mitigate any impact of such a

scenario occurring. Management has calculated mitigating cost savings that can be implemented by reducing variable operating

expenditure to offset a reduction in cash generation resulting from lower profitability. Following these actions, the Group could withstand

a decrease in forecast adjusted EBITDA of 38%. The Board considers the likelihood of a decline of this magnitude to be remote. Other

initiatives, not directly in the Group’s control at the date of approval of these financial statements, could be considered including the

disposal of non-core assets and investments.

Should a more extreme downside scenario occur, or mitigations and initiatives not be achieved, further mitigating actions that can be

executed in the necessary timeframe could be taken, such as a temporary reduction of marketing expenditures.

Conclusion

Based on the above considerations, the Directors continue to adopt the going concern basis in preparing these financial statements.

New standards, interpretations and amendments adopted by the Group

In preparing the Group financial statements for the current period, the Group has adopted the following new IFRSs, amendments to IFRSs

and IFRS Interpretations Committee (IFRIC) interpretations. All standards do not have a significant impact on the results or net assets of the

Group. Changes are detailed below:

IFRS 17	Insurance Contracts (effective 1 January 2023)
IAS 1 (amended)	Disclosure of Accounting Policies (effective 1 January 2023)
IAS 8 (amended)	Definition of Accounting Estimates (effective 1 January 2023)
IAS 12 (amended)	Deferred Tax related to Assets and Liabilities arising from a Single Transaction (effective 1 January 2023)
IAS 12 (amended)	International Tax Reform — Pillar Two Model Rules (effective 1 January 2023)

Standards in issue but not effective

At the date of authorisation of the Group financial statements, the following amendments and Interpretations, which have not been applied

in these Group financial statements, were in issue but not yet effective:

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2023

ANNUAL REPORT & ACCOUNTS 2023

107

1 ACCOUNTING POLICIES CONTINUED

New standards, interpretations and amendments adopted by the Group continued

Amendments and interpretations

IAS 1 (amended)	Classification of Liabilities as Current or Non-current (effective 1 January 2024)
IAS 7 and IFRS 17 (amended)	Supplier Finance Arrangements (effective 1 January 2024)
IAS 21 (amended)	Lack of Exchangeability (effective 1 January 2024)
IFRS 16 (amended)	Lease Liabilities in a Sale and Leaseback (effective 1 January 2024)

The Group does not currently consider that the adoption of these new standards or amendments would have a material effect on the

results or financial position of the Group.

Impact of climate change

The business continues to consider the impact of climate change in the consolidated and Company financial statements and recognise

that the most impactful risks are around the cancellation of sporting events due to extreme weather and the longer-term cost of energy.

Further, the Group has assessed the impact of climate change in the work on going concern, viability statement and impairment reviews

and considers that the above risks have been factored into these future forecasts. The Group constantly monitors the latest government

legislation in relation to climate-related matters. At the current time, no legislation has been passed that will impact the Group. The Group

will adjust key assumptions in value in use calculations and sensitise these calculations if a change is required.

Critical accounting judgements and key sources of estimation uncertainty

In the application of the Group’s accounting policies, which are described below, the Directors are required to make judgements, estimates

and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and

associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ

from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the

period in which the estimate is revised where it affects only that period or in the period and future periods if it affects both current and

future periods.

Critical accounting judgements

Internally generated intangible assets

Costs relating to internally generated intangible assets are capitalised if the criteria for recognition as assets are met. The initial

capitalisation of costs is based on management’s judgement that technological and economic feasibility criteria are met. In making

this judgement, management considers the progress made in each development project and its latest forecasts for each project. Other

expenditure is charged to the Consolidated Income Statement in the year in which the expenditure is incurred. Following initial recognition,

intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. For further information

see note 12.

Leases

Management considers the key judgement to be the assessment of the lease term at the point where the lessee can be reasonably certain

of its right to use the underlying asset.

Given the number of shop closures in the Retail estate historically, management determined the lease term under IFRS 16 across the Retail

estate as the next available break date, as the Group is not ‘reasonably certain’ that any lease break will not be exercised. The Group has

recognised a lease liability of £87.6m at 31 December 2023 (31 December 2022: £89.0m).

Exceptional and adjusted items

The Group classifies and presents certain items of income and expense as exceptional items. The Group presents adjusted performance

measures which differ from statutory measures due to exclusion of exceptional items and certain non-cash items as the Group considers

that it allows a further understanding of the underlying financial performance of the Group. These measures are described as 'adjusted'

and are used by management to measure and monitor the Group’s underlying financial performance. Non-cash items that are excluded

from adjusted performance measures of underlying financial performance include amortisation of acquired intangibles, amortisation of

finance fees, share benefit charges and foreign exchange differences. Refer to Appendix 1 for further detail.

The Group considers any items of income and expense for classification as exceptional if they are one off in nature and by virtue of their

size. The items classified as exceptional (and are excluded from the adjusted measures) are described in further detail in note 3.

Significant accounting estimates

The following are the Group’s major sources of estimation uncertainty that have a significant risk of resulting in a material adjustment to the

carrying amounts of assets and liabilities within the next financial year.

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1 ACCOUNTING POLICIES CONTINUED

Critical accounting judgements continued

Impairment of goodwill

For the purposes of impairment testing under IAS 36 Impairment of Assets, CGUs are grouped to reflect the level at which goodwill is

monitored by management. The key judgement is the level at which the impairment tests are performed. Management has allocated

goodwill to Retail on a group of CGUs basis, International on a group of CGUs basis and UK&I Online as its own CGU as this is the lowest

level at which it is practical to monitor goodwill. These are the levels at which goodwill is assessed for impairment. Determining whether

goodwill is impaired requires an estimation of the value in use of the cash-generating units to which the goodwill has been allocated. The

value in use calculation requires the Group to estimate the future cash flows expected to arise from the cash-generating unit and a suitable

discount rate in order to calculate present value. Cash flows are forecast for periods up to five years. The key assumptions used in the

model are based on historical experience and other factors that are considered to be relevant, including growth rates and discount rates.

For further information see note 12.

Provisions, contingent liabilities and regulatory matters

The Group makes a number of estimates in respect of the accounting for, and disclosure of, expenses and contingent liabilities for

customer claims. Provisions are described in further detail in note 22 and contingent liabilities in note 31.

In common with other businesses in the gambling sector the Group receives claims from customers relating to the provision of gambling

services. Claims have been received from customers in a number of (principally European) jurisdictions and allege either failure to follow

responsible gambling procedures, breach of licence conditions or that underlying contracts in question are null and void given local

licensing regimes.

The Group has recognised a provision and contingent liability for customer claims in Austria and Germany where the business has been

subject to a particular acceleration of claims since 2020 following marketing campaigns by litigation funders in those jurisdictions.

Customers who have obtained judgement against the Group’s entities in the Austrian and German courts have sought to enforce those

judgements in Malta and Gibraltar. These are being defended on the basis of a public policy argument. The provisions held for the Group

relating to these claims is £113.0m (2022: £112.3m), mostly related to the Mr Green brand.

The value of the provision and contingent liability are both estimates based on the number and individual size of claims received to date

and assumptions based on such observations as can be derived from those claims and include an estimate of claims the Group assesses

it probable, for the provision, and possible, for the contingent liability, that it will receive in the future. If these rates of receipt of claims were

to increase by 25% compared to the Group’s expectation, the value across the provision recognised and contingent liability disclosed

would increase by £7.0m before consideration of potential gaming tax reclaim.

Identification and valuation of William Hill intangible assets

In the prior year, the Group acquired the International (non-US) business of William Hill on 1 July 2022 for an enterprise value of £1.73 billion.

Since the disclosure of the provisional fair values in the prior year end accounts and during the measurement period, an adjustment of

£15.7m has been made to increase the fair value of provisions in relation to the customer claims in Germany, and an equivalent increase in

goodwill has been recognised. See note 16 for further details of the change.

As part of the purchase price allocation the Group recognised separately identifiable acquired intangible assets comprising brands

(£574.4m), customer relationships (£595.1m) and gambling licences (£8.5m). Goodwill of £776.6m was recognised on acquisition. The

estimate of the value of each class of asset described above is based on recognised valuation methodologies such as the 'relief from

royalty' method for brands, recognised industry comparative data and the Group’s industry experience and specialist knowledge and

is therefore a significant accounting estimate. A 5% increase/decrease in estimated customer churn rates would (decrease)/increase

the fair value of customer relationships by (£123.0m)/£176.0m respectively. Note that consideration of provisions and contingent liabilities

identification and valuation on acquisition are considered in the provision, contingent liabilities and regulatory matters section above. This

was an area where the Group made significant accounting estimates.

Further, the Group exercised judgement in determining the intangible assets acquired and their fair value on the William Hill business

combination, with the support of external experts to support the valuation process, where appropriate. See note 16 for additional

information. These estimates and judgements only relate to the prior year.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2023

ANNUAL REPORT & ACCOUNTS 2023

109

1 ACCOUNTING POLICIES CONTINUED

Basis of consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries. The subsidiaries are companies

controlled by 888 Holdings PLC. Control exists where the Company has power over an entity; exposure, or rights, to variable returns from its

involvement with an entity; and the ability to use its power over an entity to affect the amount of its returns. Subsidiaries are consolidated

from the date the Parent gained control until such time as control ceases.

The financial statements of subsidiaries are included in the consolidated financial statements using the purchase method of accounting. On

the date of the acquisition, the assets and liabilities of a subsidiary are measured at their fair values and any excess of the fair value of the

consideration over the fair values of the identifiable net assets acquired is recognised as goodwill.

Intercompany transactions and balances are eliminated on consolidation.

The financial statements of subsidiaries are prepared for the same reporting period as the Parent Company, using consistent accounting

policies.

Revenue

Revenue is measured at the fair value of the consideration received or receivable from customers and represents amounts receivable for

goods and services that the Group is in business to provide, net of discounts, marketing inducements and VAT, as set out below.

In the case of licensed betting offices (LBO) (including gaming machines), online sportsbook and telebetting and online casino (including

games on the Online arcade and other numbers bets) revenue represents gains and losses from gambling activity in the period. This

revenue is treated as a derivative under IFRS 9 ‘Financial Instruments’ and is therefore out of scope of IFRS 15 ‘Revenue from Contracts with

Customers’. Open positions are carried at fair 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.

Revenue from the Online poker business is within the scope of IFRS 15 ‘Revenue from Contracts with Customers’ and reflects the net income

(rake) earned when a poker game is completed, which is when the performance obligation is deemed to be satisfied.

Revenue from Business to Business (B2B) is mainly comprised of services provided to business partners. B2B also includes fees from the

provision of certain gaming-related services to partners. Customer advances received are treated as deferred income within current

liabilities and released as they are earned.

For services provided to business partners through its B2B unit, the Group examines whether the nature of its promise is a performance

obligation to provide the defined goods or services itself, which means the Group is a principal and therefore recognises revenue as the

gross amount of the revenue generated from use of the Group’s platform in online gaming activities with the partners’ share of the revenue

charged to marketing expenses; or to arrange that another party provide the goods or services which means the Group is an agent and

therefore recognises revenue as the amount of the net commission from use of the Group’s platform.

The Group is a principal when it controls the promised goods or services before their transfer to the customer. Indicators that the Group

controls the goods or services before their transfer to the customer include, inter alia, as follows: The Group is the primary obligor for

fulfilling the promises in the contract; the Group has inventory risk before the goods or services are transferred to the customer; and the

Group has discretion in setting the prices of the goods or services.

Cost of sales

Cost of sales consists primarily of gaming duties, payment service providers’ commissions, chargebacks, commission and royalties payable

to third parties, all of which are recognised on an accruals basis.

Operating expenses

Operating expenses consist primarily of marketing, staff costs and corporate professional expenses, all of which are recognised on an

accruals basis.

Retirement benefit costs

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

For defined benefit retirement schemes, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial

valuations being carried out at each period end date. Actuarial remeasurements are recognised in full in the period in which they occur.

They are recognised outside profit or loss and presented in the Consolidated Statement of Comprehensive Income.

The net retirement benefit asset or obligation recognised in the Consolidated Statement of Financial Position represents the present

value of the defined benefit obligation as reduced by the fair value of scheme assets. Any net asset resulting from this calculation is not

recognised on the balance sheet as this is expected to be used to meet the costs of eventual wind-up of the plan rather than refunded to

the Company in practice.

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1 ACCOUNTING POLICIES CONTINUED

Foreign currency

Monetary assets and liabilities denominated in currencies other than the functional currency of the relevant Company are translated into

that functional currency using year-end spot foreign exchange rates. Non-monetary assets and liabilities are translated using exchange

rates prevailing at the dates of the transactions. Exchange rate differences on foreign currency transactions are included in financial

income or financial expenses in the Consolidated Income Statement, as appropriate.

The results and financial position of all Group entities that have a functional currency different from pound sterling are translated into the

presentation currency at foreign exchange rates as set out below. Exchange differences arising, if any, are recorded in the Consolidated

Statement of Comprehensive Income as a component of other comprehensive income.

(i) assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet; and

(ii) income and expenses for each income statement are translated at an average exchange rate (unless this average is not a reasonable

approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are

translated at the dates of the transactions).

Finance income

Finance income relates to interest income and is accrued on a time basis, by reference to the principal outstanding and the effective

interest rate applicable.

Finance costs

Finance costs arising on interest-bearing financial instruments carried at amortised cost are recognised in the Consolidated Income

Statement using the effective interest rate method. Finance costs include 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.

Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the period. Taxable profit differs from net profit as reported in the Consolidated

Income Statement because it excludes items of income or expense that are taxable or deductible in other periods, 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 period end date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the

financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the liability

method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to

the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such

assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a

business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, except where

the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the

foreseeable future.

The carrying amount of deferred tax assets is reviewed at each period end date and reduced to the extent that it is no longer probable

that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates

that are expected to apply in the period when the liability is settled or the asset is realised based on tax laws and rates that have been

enacted at the period end date. Deferred tax is charged or credited in the Consolidated Income Statement, except when it relates to items

charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

The Group has applied the exception to recognising and disclosing information about deferred tax assets and liabilities arising from the

implementation of the global minimum tax rules published by the Organization for Economic Cooperation and Development (OECD), so-

called Pillar Two income taxes, as required under IAS 12.

Goodwill

Goodwill represents the excess of the fair value of the consideration in a business combination over the Group’s interest in the fair value

of the identifiable assets, liabilities and contingent liabilities acquired. Consideration comprises the fair value of any assets transferred,

liabilities assumed and equity instruments issued.

Goodwill is capitalised as an intangible asset with any impairment in carrying value being charged to the Consolidated Income Statement

and not subsequently reversed. Where the fair values of identifiable assets, liabilities and contingent liabilities exceed the fair value of

consideration paid, the excess is credited in full to the Consolidated Income Statement on the acquisition. Changes in the fair value of the

contingent consideration and direct costs of acquisition are charged or credited immediately to the Consolidated Income Statement.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2023

ANNUAL REPORT & ACCOUNTS 2023

111

1 ACCOUNTING POLICIES CONTINUED

Intangible assets

Acquired intangible assets

Intangible assets arising on acquisitions are recorded at their fair value.

Amortisation is provided at rates calculated to write off the valuation, less estimated residual value, of each asset on a straight-line basis

over its expected useful life, as follows:

Acquired brands assessed separately for each asset, with lives ranging up to 30 years

Customer relationships between 18 months and 13 years

Bookmaking and mobile technology between three and five years

Licences 10 to 20 years

Amortisation of assets arising on acquisition is recognised as an adjusted item, please see note 3 for further information.

Internally generated intangible assets

An internally generated intangible asset arising from the Group’s development of computer systems is recognised only if all of the following

conditions are met:

• an asset is created that can be identified (such as software and new processes);

• it is probable that the asset created will generate future economic benefits; and

• the development cost of the asset can be measured reliably.

Expenditure incurred on development activities of gaming platforms is capitalised only when the expenditure will lead to new or

substantially improved products or processes, the products or processes are technically and commercially feasible and the Group has

sufficient resources to complete development. All other development expenditure is expensed. Subsequent expenditure on intangible assets

is capitalised only where it clearly increases the economic benefits to be derived from the asset to which it relates. The Group estimates the

useful life of these assets as between three and five years.

Property, plant and equipment

Property, plant and equipment is stated at historical cost less accumulated depreciation. Assets are assessed at each balance sheet date

for indicators of impairment.

Depreciation is calculated using the straight-line method, at annual rates estimated to write off the cost of the assets less their estimated

residual values over their expected useful lives. The annual depreciation rates are as follows:

Freehold buildings 50 years

Long leasehold properties 50 years

Short leasehold properties over the unexpired period of the lease

Short leasehold improvements the shorter of ten years or the unexpired period of the lease

Fixtures, fittings and equipment and motor vehicles at variable rates between three and ten years

Right-of-use asset reasonably certain lease term

Impairment of non-financial assets

An intangible asset with an indefinite useful life is tested for impairment annually and whenever there is an indication that the asset may be

impaired. At each period end date, the Group reviews the carrying amounts of its goodwill, property, plant and equipment and intangible

assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the

recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not

generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to

which the asset belongs.

The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future pre-tax

cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of

money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. This process is described in

more detail in note 12 to the financial statements.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of

the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately.

Other than for goodwill, where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit)

is increased to the revised estimate of its recoverable amount, but only to the point that the increased carrying amount does not exceed

the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit)

in prior periods. A reversal of an impairment loss is recognised as income immediately.

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FINANCIAL STATEMENTS SUPPLEMENTARY INFORMATION

1 ACCOUNTING POLICIES CONTINUED

Fair value measurement

The Group measures certain financial instruments at fair value at each balance sheet date. The fair value related disclosures are included

in notes 24 and 25. Fair value is the price that would be received or paid in an orderly transaction between market participants at a

particular date, either in the principal market for the asset or liability or, in the absence of a principal market, in the most advantageous

market for that asset or liability accessible to the Group.

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.

IFRS 13 ‘Fair Value Measurement’ emphasises that fair value is a market-based measurement, not an entity-specific measurement.

Therefore, fair value measurements under IFRS 13 should be determined based on the assumptions that market participants would use in

pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, IFRS 13 establishes a fair

value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of

the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions

about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

• Level 1 inputs utilise quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability

to access.

• Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or

indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable

for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at

commonly quoted intervals.

• Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little,

if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels

of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest

level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular

input to the fair value measurement in its entirety requires judgement and considers factors specific to the asset or liability.

Assets held for sale

Assets categorised as held for sale are held on the Consolidated Statement of Financial Position at the lower of the book value and fair

value less costs to sell. This assessment is carried out when assets are transferred to held for sale. The impact of any adjustment as a part

of this assessment is booked through the Consolidated Income Statement.

Cash and cash equivalents

Cash comprises cash in hand, balances with banks and on-demand deposits. Cash equivalents are short-term, highly liquid investments

that are readily convertible to known amounts of cash. They include short-term deposits originally purchased with maturities of three

months or less.

Trade receivables

Trade receivables are initially recognised at fair value and subsequently measured at amortised cost and principally comprise amounts

due from credit card companies and from e-payment companies. The Group has applied IFRS 9’s simplified approach and has calculated

the ‘expected credit losses’ (ECLs) based on lifetime of expected credit losses. Bad debts are written off when there is objective evidence

that the full amount may not be collected.

Equity

Equity issued by the Company is recorded as the proceeds received from the issue of shares, net of direct issue costs.

Treasury shares

Own equity instruments that are reacquired (treasury shares) are recognised at cost and deducted from equity. No gain or loss is

recognised in profit or loss on the purchase, sale, issue or cancellation of the Group’s own equity instruments. Any difference between the

carrying amount and the consideration, if reissued, is recognised in the share premium account.

Dividends

Dividends are recognised when they become legally payable. In the case of interim dividends to equity shareholders, this is when declared

by the Board of Directors and paid. In the case of final dividends, this is when approved by the shareholders at the Annual General

Meeting.

Equity-settled share benefit charges

Where the Company grants its employees or contractors shares or options, the cost of those awards, recognised in the Consolidated

Income Statement over the vesting period with a corresponding increase in equity, is measured with reference to the fair value at the date

of grant. Market performance conditions are taken into account in determining the fair value at the date of grant. Non-market performance

conditions, including service conditions, are taken into account by adjusting the number of instruments expected to vest at each balance

sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of instruments that

eventually vest.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2023

ANNUAL REPORT & ACCOUNTS 2023

113

1 ACCOUNTING POLICIES CONTINUED

Cash-settled transactions

A liability is recognised for the fair value of cash-settled transactions. The fair value is measured initially and at each reporting date up to

and including the settlement date, with changes in fair value recognised within employee benefits expenses. The fair value is expensed over

the period until the vesting date with recognition of a corresponding liability, further details of which are given in note 28. The approach

used to account for vesting conditions when measuring equity-settled transactions also applies to cash-settled transactions.

Severance pay schemes

The Group operates two severance pay schemes:

Defined benefit severance pay scheme

The Group operates a defined benefit severance pay scheme pursuant to the Severance Pay Law in Israel. Under this scheme Group

employees are entitled to severance pay upon redundancy or retirement. The liability for termination of employment is measured using the

projected unit credit method.

Severance pay scheme surpluses and deficits are measured as:

• the fair value of plan assets at the reporting date; less

• plan liabilities calculated using the projected unit credit method, discounted to its present value using yields available for the appropriate

government bonds that have maturity dates appropriate to the terms of the liabilities.

Remeasurements of the net severance pay scheme assets and liabilities, including actuarial gains and losses on the scheme liabilities due

to changes in assumptions or experience within the scheme and any differences between the interest income and the actual return on

assets, are recognised in the Consolidated Statement of Comprehensive Income in the period in which they arise.

Defined contribution severance pay scheme

In 2017 the Group introduced a defined contribution plan pursuant to section 14 of the Severance Pay Law. Under this scheme the Group

pays fixed monthly contributions. Payments to defined contribution plans are charged as an expense as they fall due.

Borrowings

The Group records bank and other borrowings initially at fair value, which equals the proceeds received, or acquired in a business

transaction, net of direct issue costs, and subsequently at amortised cost. The Group accounts for finance charges, including premiums

payable on settlement or redemption and direct issue costs, using the effective interest rate method.

Derivatives and hedging activities

The Company enters into a variety of derivative financial instruments to manage its exposure to interest rate and foreign exchange rate

risks.

Derivatives are initially recognised at fair value at the date the derivative contracts are entered into and are subsequently remeasured to

their fair value at the end of each reporting period. The accounting for subsequent changes in fair value depends on whether or not the

derivative is designated for hedge accounting.

Hedge accounting

The Company designates certain derivatives as hedging instruments as either:

• hedges of a particular risk associated with the cash flows of recognised assets and liabilities and highly probable forecast transactions

(cash flow hedges); or

• hedges of the fair value of recognised assets or liabilities or a firm commitment (fair value hedges).

At the inception of the hedge relationship, the Company documents the relationship between the hedging instrument and the hedged item

along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the

hedge, and on an ongoing basis, the Company documents whether a hedging relationship meets the hedge effectiveness requirements

under IFRS 9 and whether there continues to be an economic relationship between the hedged item and the hedging instrument.

Cash flow hedges

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other

comprehensive income and accumulated under the heading of cash flow hedge reserve. The gain or loss relating to the ineffective portion

is recognised immediately within profit and loss.

Amounts previously recognised in other comprehensive income are reclassified to earnings in the periods when the hedged item is

recognised in profit and loss. These earnings are included within the same line of the Consolidated Income Statement as the recognised

hedged item. However, when the hedged forecast transaction results in the recognition of a non-financial asset or a non-financial liability,

the gains and losses previously recognised in other comprehensive income and accumulated in equity are transferred from equity and

included in the initial measurement of the cost of the non-financial asset or non-financial liability.

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or when it no longer meets the

criteria for hedge accounting. Any gain or loss recognised in the cash flow hedge reserve remains in equity and is recognised in profit or

loss when the forecast transaction is ultimately recognised in profit or loss. When a forecast transaction is no longer expected to occur, the

gain or loss accumulated in equity is recognised immediately in profit or loss.

114

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FINANCIAL STATEMENTS SUPPLEMENTARY INFORMATION

1 ACCOUNTING POLICIES CONTINUED

Hedge accounting continued

Derivatives that do not qualify for hedge accounting

Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does not

qualify for hedge accounting are recognised immediately in profit or loss and are included in finance income/expense.

Leasing

At inception of a contract, the Group considers whether the 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.

The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The lease liability is initially measured at

the present value of the lease payments that have not been paid at the commencement date, discounted using an appropriate discount

rate. The discount rate used to calculate the lease liability is the rate implicit in the lease, if it can be readily determined, or the lessee’s

incremental borrowing rate if not. The Group uses an incremental borrowing rate for its leases, which is determined based on the margin

requirements of the Group’s revolving credit facilities as well as country specific adjustments. A right-of-use asset is also recognised equal

to the lease liability and depreciated over the period from the commencement date to the earlier of the end of the useful life of the right-

of-use asset or the lease term. The Group has assessed the lease term of properties within its retail estate to be up to the first available

contractual break within the lease. The Group has deemed that it cannot be reasonably certain that it will continue beyond this time given

the continued uncertainty surrounding the Group’s retail business.

The Group has also applied the below practical expedients:

• exclude leases from measurement and recognition where the lease term ends within 12 months from the date of initial application and

account for those leases as short-term leases;

• exclude low value leases for lease values less than £5,000;

• apply a single discount rate to a portfolio of leases with similar characteristics;

• use hindsight to determine the lease term if the contract contains options to extend or terminate; and

• exclude initial direct lease costs in the measurement of the right-of-use asset.

The Group has a small number of sublet properties. In these instances, leases are classified as finance leases whenever the terms of the

lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. Where

the Group is an intermediate lessor, the sublease classification is assessed with reference to the head lease right-of-use asset. Amounts

due from lessees under finance leases are recorded as receivables at the amount of the Group’s net investment in the lease. Finance lease

income is allocated to accounting periods to reflect a constant periodic rate of return on the Group’s net investment in the lease. Rental

income from operating leases is recognised on a straight-line basis over the term of the lease. IFRS 16 requires lessees to recognise right-of-

use assets and lease liabilities for most leases.

Trade and other payables

Trade and other payables are initially recognised at fair value and subsequently measured at amortised cost.

Provisions

Provisions are recognised when the Group has a present or constructive obligation as a result of a past event from which it is probable that

it will result in an outflow of economic benefits that can be reasonably estimated.

Liabilities to customers

Liabilities to customers comprise the amounts that are credited to customers’ bankroll (the Group’s electronic 'wallet'), including provision

for bonuses granted by the Group, less fees and charges applied to customer accounts, along with full progressive provision for jackpots.

These amounts are repayable in accordance with the applicable terms and conditions.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2023

ANNUAL REPORT & ACCOUNTS 2023

115

2 SEGMENT INFORMATION

The Board has reviewed and confirmed the Group’s reportable segments in accordance with the requirements of IFRS 8 ‘Operating

Segments’. The segments disclosed below are aligned with the reports that the Group’s Chief Executive Officer and Chief Financial Officer

as Chief Operating Decision Makers review to make strategic decisions.

The Retail segment comprises all activity undertaken in LBOs including gaming machines. The UK&I Online segment comprises all online

activity, including sports betting, casino, poker and other gaming products along with telephone betting services that are incurred within

the UK and Ireland. The International segment comprises all online activity, including sports betting, casino, poker and other gaming

products along with telephone betting services that are incurred within all territories excluding the UK and Ireland. There are no inter-

segmental sales within the Group.

Segment performance is shown on an adjusted EBITDA basis, with a reconciliation from adjusted EBITDA to statutory results for clarity.

Information for the year ended 31 December 2023 is as follows:

	Retail	UK&I Online	International	Corporate	Total
2023	£m	£m	£m	£m	£m
Revenue 1	535.0	658.5	517.4	—	1,710.9
Gaming duties and other cost of sales	(115.4)	(246.6)	(207.2)	—	(569.2)
Adjusted gross profit	419.6	411.9	310.2	—	1,141.7
Marketing	(6.5)	(134.5)	(96.8)	—	(237.8)
Contribution	413.1	277.4	213.4	—	903.9
Operating expenses	(314.2)	(125.1)	(114.0)	(43.7)	(597.0)
Associate income	—	—	—	1.4	1.4
Adjusted EBITDA	98.9	152.3	99.4	(42.3)	308.3
Depreciation					(46.3)
Amortisation (excluding acquired intangibles)					(67.7)
Amortisation of acquired intangibles					(114.3)
Exceptional items					(52.6)
Fair value gain on financial assets					4.1
Share benefit credit					0.5
Foreign exchange					1.0
Finance expenses					(195.3)
Finance income					41.0
Loss before tax					(121.3)

1. Revenue recognised under IFRS 9 is £535.0m in Retail, £658.5m in UK&I Online and £486.9m in International. Revenue recognised under IFRS 15 is £nil in

Retail, £nil in UK&I Online and £30.5m in International.

	Retail	UK&I Online	International	Corporate	Total
	£m	£m	£m	£m	£m
Total segment assets	516.2	1,292.4	759.3	89.4	2,657.3
Total segment liabilities	173.3	265.7	219.6	1,829.9	2,488.5
Included within total segment assets:
Goodwill	99.4	357.9	306.0	—	763.3
Interests in associates	—	—	—	33.9	33.9
Capital additions	4.6	11.2	66.3	2.2	84.3

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FINANCIAL STATEMENTS SUPPLEMENTARY INFORMATION

2 SEGMENT INFORMATION CONTINUED

	Retail	UK&I Online	International	Other	Corporate	Total
2022	£m	£m	£m	£m	£m	£m
Revenue 1	255.5	455.5	508.3	19.5	—	1,238.8
Gaming duties and other cost of sales	(55.0)	(163.7)	(184.7)	(10.5)	—	(413.9)
Adjusted gross profit	200.5	291.8	323.6	9.0	—	824.9
Marketing	(3.3)	(148.1)	(105.2)	(2.5)	—	(259.1)
Contribution	197.2	143.7	218.4	6.5	—	565.8
Operating expenses	(156.0)	(82.1)	(100.1)	(4.8)	(5.2)	(348.2)
Associate income	—	—	—	—	0.3	0.3
Adjusted EBITDA	41.2	61.6	118.3	1.7	(4.9)	217.9
Depreciation						(30.8)
Amortisation (excluding acquired intangibles)						(32.8)
Amortisation of acquired intangibles						(56.7)
Exceptional items — cost of sales and operating
expenses						(93.2)
Share benefit charge						(5.2)
Foreign exchange						(4.0)
Finance expenses						(111.7)
Finance income						0.8
Loss before tax						(115.7)

1. Revenue recognised under IFRS 9 is £255.5m in Retail, £455.5m in UK&I Online, £502.7m in International and £10.9m in Other. Revenue recognised under IFRS

15 is £nil in Retail, £nil in UK&I Online, £5.6m in International and £8.6m in Other.

2. ‘Other’ represents the Bingo business that was disposed of during 2022. See note 16 for further information.

	Retail	UK&I Online	International	Corporate	Total
	£m	£m	£m	£m	£m
Total segment assets	542.6	1,394.9	973.2	11.7	2,922.4
Total segment liabilities	176.3	341.6	578.0	1,458.7	2,554.6
Included within total assets:
Goodwill	99.4	359.8	338.1	—	797. 3
Interests in associates	—	—	—	38.4	38.4
Capital additions	13.4	24.6	68.3	1.1	107.4

Geographical information

The Group’s performance can also be reviewed by considering the geographical markets and geographical locations within which the

Group operates. This information is outlined below:

Revenue by geographical market (based on location of customer)

	2023	2022
	£m	£m
United Kingdom & Ireland	1,193.5	711.9
Rest of World	274.6	343.1
Italy	149.9	116.4
Spain	92.9	67.4
	1,710.9	1,238.8

Non-current assets by geographical location

	2023	2022
	£m	£m
United Kingdom & Ireland	495.8	536.0
Gibraltar	1,130.5	1,194.3
Rest of World	635.2	732.9
	2,261.5	2,463.2

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2023

ANNUAL REPORT & ACCOUNTS 2023

117

3 EXCEPTIONAL ITEMS AND ADJUSTMENTS

In determining the classification and presentation of exceptional items we have applied consistently the guidelines issued by the Financial

Reporting Council (FRC) that primarily addressed the following:

• Consistency and even-handedness in classification and presentation;

• Guidance on whether and when recurring items should be considered as part of underlying results; and

• Clarity in presentation, explanation and disclosure of exceptional items and their relevance.

In preparing the Annual Report and Accounts, we also note the European Securities and Markets Authority (ESMA) guidance on Alternative

Performance Measures (APM), including:

• Clarity of presentation and explanation of the APM;

• Reconciliation of each APM to the most directly reconcilable financial statement caption;

• APMs should not be displayed with more prominence than statutory financials;

• APMs should be accompanied by comparatives; and

• The definition and calculation of APMs should be consistent over time.

We are satisfied that our policies and practice conform to the above guidelines.

Adjusted results

The Group reports adjusted results, both internally and externally, that differ from statutory results prepared in accordance with IFRS.

These adjusted results, which include our key metrics of adjusted EBITDA and adjusted EPS, are considered to be a useful reflection of the

underlying performance of the Group and its businesses, since they exclude items which impair visibility of the underlying activity in each

segment. More specifically, visibility can be impaired in one or both of the following instances:

• a transaction is of such a material or infrequent nature that it would obscure an understanding of underlying outcomes and trends in

revenues, costs or other components of performance (for example, a significant impairment charge); or

• a transaction that results from a corporate activity that has neither a close relationship to the Group’s operations nor any associated

operational cash flows (for example, the amortisation of intangibles recognised on acquisitions).

Adjusted results are used as the primary measures of business performance within the Group and align with the results shown in

management accounts, with the key uses being:

• management and Board reviews of performance against expectations and over time, including assessments of segmental performance

(see note 2 and the Strategic Report);

• in support of business decisions by the Board and by management, encompassing both strategic and operational levels of decision-

making.

The Group’s policies on adjusted measures are consistently applied over time, but they are not defined by IFRS and, therefore, may differ

from adjusted measures as used by other companies.

The Consolidated Income Statement presents adjusted results alongside statutory measures, with the reconciling items being itemised and

described below. We discriminate between two types of reconciling items: exceptional items and adjusted items.

118

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FINANCIAL STATEMENTS SUPPLEMENTARY INFORMATION

3 EXCEPTIONAL ITEMS AND ADJUSTMENTS CONTINUED

Exceptional items

Exceptional items are those items the Directors consider to be one-off or material in nature that should be brought to the reader’s attention

in understanding the Group’s financial performance.

Exceptional items are as follows:

	2023	2022
	£m	£m
Cost of sales
Retroactive duties and associated credit	—	(3.9)
Exceptional items — cost of sales	—	(3.9)
Operating expenses
Corporate transaction related (income)/costs	(0.1)	36.2
Integration and transformation costs	49.3	14.4
Regulatory provisions and other associated costs	3.4	—
Impairment of US goodwill and other assets	—	55.7
Revaluation of contingent consideration	—	(9.2)
Exceptional items — operating expenses	52.6	97.1
Finance expenses
Senior Unsecured Notes early redemption fees	—	14.1
Gain on settlement of Senior Unsecured Notes	—	(7.1)
Exceptional items — finance expenses	—	7.0
Total exceptional items before tax	52.6	100.2
Tax on exceptional items	(9.0)	2.8
Total exceptional items	43.6	103.0

Total exceptional items in the year were £43.6m in 2023 compared to £103.0m in 2022.

Exceptional items are defined as those items which are considered to be one-off or material in nature to be brought to attention to better

understand the Group’s financial performance. Comparatives are included even when not individually material to aid comparability. Refer

to Appendix 1 to the financial statements for further detail.

Retroactive gaming duties and associated charges

The industry in which the Group operates is subject to continuing scrutiny by regulators and other governmental authorities, which may,

in certain circumstances, lead to enforcement actions, sanctions, fines and penalties or the assertion of private litigations, claims and

damages. In 2022, a net credit of £3.9m was recognised in respect to exceptional provision for retroactive duties and associated charges

following a reassessment of potential gaming duties relating to activity in prior years.

Corporate transaction related costs

The Group has incurred legal and M&A costs, including in relation to the disposal of its Latvia and Colombia businesses of £0.8m. During

2023, income relating to the acquisition of William Hill was received from Caesars, amounting to £2.0m. During 2022, the Group incurred

£24.5m of costs associated with the acquisition of the international (non-US) business of William Hill and recognised an impairment loss of

£11.7m in relation to the disposal of 888 Bingo.

Integration and transformation costs

The Group has incurred a total of £49.3m of costs relating to the integration programme, including £14.7m of platform integration costs,

£8.3m of legal and professional costs, £10.8m of redundancy costs, £5.3m of relocation and HR related expenses, £4.7m of employee

incentives as part of the integration of William Hill and 888, and £3.8m of technology integration costs. During 2022, the Group incurred

£14.4m, including £5.8m of redundancy costs, £3.0m of legal and consultancy fees and £3.7m of platform separation and other integration

costs.

Regulatory provisions and other associated costs

The Group has paid £2.9m during the period related to a regulatory settlement with the Gibraltar regulator in relation to the previously

disclosed failings that we identified in our Middle East business. Further to this there was £0.5m of professional fees incurred relating to

this settlement.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2023

ANNUAL REPORT & ACCOUNTS 2023

119

3 EXCEPTIONAL ITEMS AND ADJUSTMENTS CONTINUED

Impairment of US goodwill and other assets

During the prior year, as a part of the annual impairment review, management performed a value in use calculation to assess the

recoverable amount of the Group’s US business, using that business’s underlying cash flow forecasts. The recoverable amount was lower

than the book value of its net assets and, as such, the Group impaired the goodwill on the US business in full, totalling £25.7m. Additionally

as part of the integration, the business intends to use the existing 888 technology platform as the basis for the future platform of the Group

which led to a write off of the Unity platform, a proprietary technology system William Hill was building that is no longer needed, at a cost

of £28.1m. A further £1.4m of smaller technology assets were written off and £0.5m of 39 freehold assets were written off when reclassified to

held for sale at the prior year end, due to the assets being tested for impairment as a result of the transfer.

Revaluation of contingent consideration

As a part of the transaction agreement with Caesars for the purchase of William Hill, an amount of up to £100.0m consideration was

contingent subject to the enlarged Group hitting specific EBITDA metrics. This was assessed at fair value on acquisition at £9.6m and

revalued at 31 December 2022 to £0.4m, leading to a release in this contingent consideration of £9.2m in the prior period.

Senior Unsecured Notes early redemption fees

As part of the William Hill acquisition, the Group acquired certain Senior Unsecured Notes, £350.0m 4.875% due May 2023 and £350.0m

4.75% due May 2026. Subsequent to the acquisition, the £350.0m Note due May 2023 was fully redeemed as well as a partial redemption

amounting to £339.5m of the Note due May 2026. The total cost to the Group of settling the Notes consisted of £12.2m in early redemption

fees together with a combined £1.9m of unamortised finance fees, which were written off to the Consolidated Income Statement

immediately in the prior period on redemption of each note. All of the costs were considered as exceptional due to their one-off nature.

Gain on settlement of Senior Unsecured Notes

The Senior Unsecured Notes acquired in the acquisition of William Hill were accounted for at fair value. These Notes were settled in the prior

period, and as such the gain on settlement of these Notes of £7.1m was recognised in the prior period.

Adjusted items

Adjusted items are recurring items that are excluded from internal measures of underlying performance and which are not considered by

the Directors to be exceptional. This relates to the amortisation of specific intangible assets recognised in acquisitions, amortisation of

finance fees, fair value gain of financial assets, foreign exchange and share benefit charges. These items are defined as adjusted items as it

is believed it would impair the visibility of the underlying activities across each segment as it is not closely related to the businesses’ or any

associated operational cash flows. Each of these items are recurring and occur in each reporting period and will be consistently adjusted

in future periods. Adjusted items are all shown on the face of the Consolidated Income Statement in the reconciliations of adjusted EBITDA

and note 10 in the reconciliation of adjusted profit after tax.

4 SHARE OF RESULTS OF ASSOCIATES

	2023	2022
	£m	£m
Share of post-tax profit of equity accounted associate	1.4	0.3

The above represents the Group’s share of the results of Sports Information Services (Holdings) Limited (see note 14) for the year ended

31 December 2023 and the Group’s ownership of the associate in the comparative period 1 July 2022 to 31 December 2022.

5 OPERATING PROFIT

		2023	2022
	Note	£m	£m
Operating profit is stated after charging/(crediting):
Gaming duties		372.0	256.3
Marketing expenses		237.6	257.8
Staff costs (including Executive Directors)	6	342.3	227.4
Exceptional items — cost of sales	3	—	(3.9)
Exceptional items — operating expenses	3	52.6	97.1
Depreciation (within operating expenses)	13	46.3	30.8
Amortisation (within operating expenses)	12	182.0	89.5

120

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STRATEGIC REPORT GOVERNANCE

FINANCIAL STATEMENTS SUPPLEMENTARY INFORMATION

5 OPERATING PROFIT CONTINUED

Auditor remuneration

	2023	2022
	£m	£m
Audit of Company	1.1	1.0
Audit of Group	1.8	2.0
Total fees for audit services	2.9	3.0
Audit-related assurance services — half year review	0.1	0.1
Other assurance services	0.1	0.1
Total assurance services	0.2	0.2
Other non-audit services	—	0.8
Total fees for non-audit services	0.2	1.0
Total fees	3.1	4.0

In the prior year, the auditor acted as reporting accountants in connection with the Company’s circular and prospectus for the acquisition

of William Hill International and Capital Raise that was published during Q2 2022. Total non-audit fees payable to Ernst & Young for

permissible non-audit services relating to the transaction were £0.8m.

6 STAFF COSTS

Staff costs, including Executive Directors’ remuneration, comprise the following elements:

	2023	2022
	£m	£m
Wages and salaries	287.6	196.8
Social security	26.3	17.4
Employee benefits and severance pay scheme costs	28.4	13.2
	342.3	227.4

In the Consolidated Income Statement, total staff costs, including share benefit credit of £0.5m (2022: charge of £5.2m), are included within

operating expenses.

The average number of employees during the year was 11,634 (2022: 12,019).

Severance pay scheme — Israel

The Group has a defined contribution plan pursuant to section 14 of the Severance Pay Law under which the Group pays fixed contributions

and will have no legal or constructive obligation to pay further contributions if the fund does not hold sufficient amounts to pay all

employee benefits relating to employee service at the date of their departure. The Group recognised an expense in respect of contribution

to the defined contribution plan during the year of £1.3m (2022: £1.9m).

The Group’s employees in Israel, who are not subject to section 14 of the Severance Pay Law, are eligible to receive certain benefits from

the Group in specific circumstances on leaving the Group. As such the Group operates a defined benefit severance pay plan which requires

contributions to be made to separately administered funds. The funds are held by an independent third-party Company.

The current service cost and the present value of the defined benefit obligation are measured using the projected unit credit method.

Under this schedule, the Company contributes on a monthly basis at the rate of 8.3% of the aggregate of members’ salaries.

The disclosures set out below are based on calculations carried out as at 31 December 2023 by a qualified independent actuary.

The following table summarises the employee benefits figures as included in the consolidated financial statements:

	2023	2022
	£m	£m
Included in the Statement of Financial Position:
Severance pay liability	0.6	1.2
Included in the Income Statement:
Current service costs (within operating expenses)	1.3	1.9
Included in the Statement of Comprehensive Income:
Gain/(loss) on remeasurement of severance pay scheme liability	0.2	(2.3)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2023

ANNUAL REPORT & ACCOUNTS 2023

121

6 STAFF COSTS CONTINUED

Severance pay scheme —Israel continued

Movement in severance pay scheme assets and liabilities:

	2023	2022
Severance pay scheme assets	£m	£m
At beginning of year	16.2	19.2
Interest income	0.7	0.6
Contributions by the Group	1.6	1.9
Benefits paid	(4.9)	(4.2)
Return on assets less interest income already recorded	(0.1)	(1.0)
Exchange differences	(1.0)	(0.3)
At end of year	12.5	16.2

	2023	2022
Severance pay scheme liabilities	£m	£m
At beginning of year	17.4	23.0
Interest expense	0.8	0.7
Current service costs	1.2	1.8
Benefits paid	(5.2)	(4.4)
Actuarial loss/(gain) on past experience	0.3	(0.2)
Actuarial gain on changes in financial assumptions	(0.1)	(3.1)
Exchange differences	(1.3)	(0.4)
At end of year	13.1	17.4

As at 31 December 2023, the net accounting deficit of the defined benefit severance pay plan was £0.6m (2022: £1.2m). The scheme

is backed by substantial financial assets amounting to £12.5m at 31 December 2023 (2022: £16.2m).

The impact of the severance deficit on the level of distributable reserves is monitored on an ongoing basis. Monitoring enables planning

for any potential adverse volatility and helps the Group to assess the likely impact on distributable reserves.

Employees can determine individually into which type of investment their share of the plan assets are invested, therefore the Group

is unable to accurately disclose the proportions of the plan assets invested in each class of asset.

The expected contribution for 2024 is £1.7m.

The main actuarial assumptions used in determining the fair value of the Group’s severance pay plan are shown below:

	2023	2022
	%	%
Discount rate (nominal)	5.9	5.5
Voluntary termination rate (range)	0-17	0-17
Inflation rates based on Israeli bonds	2.6	2.7

7 FINANCE INCOME

	2023	2022
	£m	£m
Interest income	4.6	0.8
Foreign exchange on financing activities	36.4	—
Total finance income	41.0	0.8

Foreign exchange on financing activities of £36.4m relates to the foreign exchange movement on the unhedged element of the Group’s

debt. In 2022, a loss of £22.7m was included in note 8.

122

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FINANCIAL STATEMENTS SUPPLEMENTARY INFORMATION

8 FINANCE EXPENSES

		2023	2022
	Note	£m	£m
Interest expenses related to lease liabilities		6.9	3.0
Bank loans and bonds		175.8	74.9
Amortisation of finance fees		—	0.1
Hedging activities		12.1	3.3
Foreign exchange on financing activities		—	22.7
Other finance charges and fees		0.5	0.7
Finance expenses — underlying		195.3	104.7
Senior Unsecured Notes early redemption fees	3	—	14.1
Gain on settlement of Senior Unsecured notes	3	—	(7.1)
Finance expenses — exceptional		—	7.0
Total finance expenses		195.3	111.7

9 TAXATION

Corporate taxes

	2023
	£m
Current taxation
UK corporation tax charge at 23.5%	0.7
Other jurisdictions taxation	22.0
Adjustments in respect of prior years	(21.0)
	1.7
Deferred taxation
Origination and reversal of temporary differences	(37.7)
Recognition of previously unrecognised deductible temporary differences	(30.2)
Adjustments in respect of prior years	1.3
	(66.6)
Taxation credit	(64.9)
Deferred taxation related to items recognised in OCI
Remeasurement of severance pay liability	—

	2022
	£m
Current taxation
UK corporation tax charge at 19.0%	6.5
Other jurisdictions taxation	17.8
Adjustments in respect of prior years	1.3
	25.6
Deferred taxation
Origination and reversal of temporary differences	(3.0)
Adjustments in respect of prior years	(17.7)
	(20.7)
Taxation expense	4.9
Deferred taxation related to items recognised in OCI
Remeasurement of severance pay liability	0.6

The UK tax rate increased from 19% to 25% on 1 April 2023 giving an average UK tax rate for the year of 23.5%.

The effective tax rate in respect of ordinary activities before exceptional items for the year ended 31 December 2023 is 81.4% (2022: 20.0%).

The effective tax rate in respect of ordinary activities after exceptional items is 53.5% (2022: -4.2%).

Pillar Two legislation has been enacted, or substantively enacted, in certain jurisdictions in which the Group operates. The legislation will be

effective for the Group’s financial year beginning 1 January 2024. The Group is in scope of the enacted or substantively enacted legislation

and has performed an assessment of the Group’s potential exposure to Pillar Two income taxes.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2023

ANNUAL REPORT & ACCOUNTS 2023

123

9 TAXATION CONTINUED

Corporate taxes continued

The assessment of the potential exposure to Pillar Two income taxes is based on the information available regarding the financial

performance of the constituent entities in the Group for the year ended 31 December 2023 and forecasts for the year ended

31 December 2024. Based on the assessment, the Group has identified potential exposure to Pillar Two income taxes in respect of

profits earned in Gibraltar, Malta, and Spain. The potential exposure comes from the constituent entities (mainly licensed operating

subsidiaries) in these jurisdictions where the expected Pillar Two effective tax rate is below 15%.

The Pillar Two effective tax rate is lower in these jurisdictions due to the Group being subject to tax at effective rates lower than 15% in

those countries (Gibraltar at 12.5%, Spain at 12.5%, and Malta at 5% after the distribution of profits).

Had the Pillar Two legislation been effective for the current year ending 31 December 2023, the restated effective tax rate under IFRS

would be approximately 49.5-51.5% which would have been 2-4% lower than the reported effective rate under IFRS of 53.5%. The rate

would be lower because the Group reports a tax credit on a loss and the tax credit would be reduced due to the Pillar Two income

tax charge. The impact on the effective tax rate under IFRS for the Group is mainly driven by top up taxes arising on profits earned

in Gibraltar, Malta, and Spain where the Pillar Two effective tax rate is lower than 15%. The impact on the effective tax rate in 2024 will

depend on factors such as revenues and costs.

The difference between the total tax charge shown above and the amount calculated by applying the standard rate of UK corporation

tax to the (loss)/profit before tax is as follows:

	2023
	£m
Loss before taxation	(121.3)
Standard tax rate in UK (23.5%)	(28.5)
Difference in effective tax rate in other jurisdictions	(15.4)
Expenses not allowed for taxation	13.6
Accrual of liabilities for uncertain tax positions	(1.8)
Deferred tax not recognised	26.5
Recognition of previously unrecognised deductible temporary differences	(30.3)
Difference in current and deferred tax rate	0.2
Tax on share of result of associate	(0.3)
Non-taxable income	(8.8)
Adjustments to prior years’ tax charges	(19.7)
Losses utilised previously not recognised for deferred tax	(0.4)
Total tax credit for the year	(64.9)

	2022
	£m
Loss before taxation	(115.7)
Standard tax rate in UK (19.0%)	(22.0)
Difference in effective tax rate in other jurisdictions	2.5
Expenses not allowed for taxation	32.9
Accrual of liabilities for uncertain tax positions	5.2
Tax on share of result of associate	0.1
Deferred tax not recognised	0.4
Difference in current and deferred tax rate	5.1
Non-taxable income	(2.9)
Adjustments to prior years’ tax charges	(16.4)
Total tax charge for the year	4.9

The difference in effective tax rates in other jurisdictions primarily reflects the lower effective tax rate in Gibraltar, Spain and Malta.

Expenses not allowed for tax purposes mainly relate to reduced availability of tax relief arising on costs incurred in the period. Deferred tax

not recognised mainly relates to restricted interest in the UK in respect of which no deferred tax asset can be recognised. Recognition of

previously unrecognised deductible temporary differences relates to recognition of a deferred tax asset for the Group's intangible assets.

See note 26 for further details. The prior year adjustments mainly relate to additional claims being made for tax allowances in Gibraltar for

2021. Non-taxable income mainly relates to fair value and accounting gains not taxable in Gibraltar and the UK.

124

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FINANCIAL STATEMENTS SUPPLEMENTARY INFORMATION

10 EARNINGS PER SHARE

Basic earnings per share

Basic earnings per share (EPS) has been calculated by dividing the profit attributable to ordinary shareholders by the weighted average

number of shares in issue and outstanding during the year.

Diluted earnings per share

The weighted average number of shares for diluted earnings per share takes into account all potentially dilutive equity instruments granted,

which are not included in the number of shares for basic earnings per share. Potential ordinary shares are excluded from the weighted

average diluted number of shares when calculating IFRS diluted loss per share because they are anti-dilutive. The number of equity

instruments included in the diluted EPS calculation consist of 2,789,783 Ordinary Shares (2022: 6,235,340) and no market-value options

(2022: nil).

The number of equity instruments excluded from the diluted EPS calculation is 2,294,080 (2022: 1,986,155).

	2023	2022
Loss for the period attributable to equity holders of the Parent (£m)	(56.4)	(120.5)
Weighted average number of Ordinary Shares in issue and outstanding	448,166,792	426,536,392
Effect of dilutive Ordinary Shares and share options	2,789,783	6,235,340
Weighted average number of dilutive Ordinary Shares	450,956,575	432,771,732
Basic loss per share (pence)	(12.6)	(28.3)
Diluted loss per share (pence)	(12.6)	(28.3)

The diluted loss per share in the current and prior year is the same as the basic loss per share as the potentially dilutive share options are

considered antidilutive as they would reduce the loss per share and therefore, they are disregarded in the calculation.

Adjusted earnings per share

The Directors believe that EPS excluding exceptional and adjusted items, tax on exceptional and adjusted items ('Adjusted EPS') allows

for a further understanding of the underlying performance of the business and assists in providing a clearer view of the performance

of the Group.

	2023	2022
Adjusted profit after tax (£m)	48.1	64.2
Weighted average number of Ordinary Shares in issue	448,166,792	426,536,392
Weighted average number of dilutive Ordinary Shares	450,956,575	432,771,732
Adjusted basic earnings per share (pence)	10.7	15.1
Adjusted diluted earnings per share (pence)	10.7	14.8

An explanation of adjusted profit after tax is provided in Appendix 1.

The table below highlights the measures used to achieve Adjusted profit after tax:

		2023	2022
	Note	£m	£m
Adjusted profit after tax		48.1	64.2
Exceptional items — cost of sales and operating expenses	3	(52.6)	(93.2)
Exceptional items — finance expenses	3,8	—	(7.0)
Fair value gain on financial assets	25	4.1	—
Amortisation of finance fees		(17.2)	(7.4)
Amortisation of acquired intangibles		(114.3)	(56.7)
Tax on exceptional and adjusted items		37.4	11.4
Foreign exchange gains/(losses)		37.6	(26.7)
Share benefit credit/(charge)	28	0.5	(5.2)
Loss attributable to non-controlling interests		—	0.1
Loss after tax		(56.4)	(120.5)

11 DIVIDENDS

The Board of Directors does not recommend a final dividend to be paid in respect of the year ended 31 December 2023. No final dividend

was recommended as at 31 December 2022.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2023

ANNUAL REPORT & ACCOUNTS 2023

125

12 GOODWILL AND OTHER INTANGIBLES

		Brands,
		customer
		relationships
	Goodwill	and licences	Software	Total
	£m	£m	£m	£m
Cost or valuation
At 31 December 2022	823.0	1,230.8	403.3	2,457.1
Acquisition related adjustment	(20.3)	—	—	(20.3)
Additions	—	2.0	58.9	60.9
Disposals	(13.7)	(10.7)	—	(24.4)
Effect of foreign exchange rates	—	(3.0)	(10.4)	(13.4)
At 31 December 2023	789.0	1,219.1	451.8	2,459.9
Amortisation and impairments:
At 31 December 2022	25.7	73.5	149.6	248.8
Amortisation charge for the year	—	90.8	91.2	182.0
Impairment charge for the year	—	—	0.6	0.6
Disposals	—	(1.3)	—	(1.3)
Effect of foreign exchange rates	—	(1.6)	(6.9)	(8.5)
At 31 December 2023	25.7	161.4	234.5	421.6
Carrying amounts
At 31 December 2023	763.3	1,057.7	217.3	2,038.3
At 31 December 2022	797. 3	1,157.3	253.7	2,208.3

1. Since the disclosure of the provisional fair values for the acquisition of William Hill on 1 July 2022, an adjustment of £15.7m has been made to increase the

fair value of provisions, with a related £4.4m reduction in deferred tax liabilities, and an equivalent movement in goodwill. This adjustment has been made

after the 31 December 2022 year end accounts and during the measurement period. See note 16 for further details.

2. In the current year, but outside of the measurement period, management has identified £20.3m of additional deferred tax balances which were present at

acquisition. Management has deemed the adjustment to be qualitatively immaterial for restatement of prior year figures, as it does not impact the profit or

loss, net assets, cash flow, remuneration, the Group’s key performance indicators or any of the Group’s covenants. As such, the deferred tax balances have

been adjusted in the current year, with a corresponding adjustment to the acquisition goodwill.

Goodwill

Including the adjustment made in the current year, goodwill recognised on the acquisition of William Hill was £776.6m, as outlined

in note 16. Based on the estimated synergies from the combination, management has allocated this goodwill between Retail (£99.4m),

UK&I Online (£357.9m) and International (£319.3m). This represents the lowest level at which goodwill is monitored for internal management

purposes.

Brands, customer relationships and licences

This category of assets includes brands, customer relationships and licences primarily recognised in business combinations. As outlined

in note 16, in 2022 the Group acquired William Hill and recognised brands of £574.4m, customer relationships of £595.1m and licences of

£8.5m. These assets are being amortised over 20-30 years for brands, 7-13 years for customer relationships and 20 years for licences.

Software

This category relates to the cost of both acquired software, through purchase or acquisition, as well as the capitalisation of internally

developed software where the recognition criteria are met. Capitalised costs on projects that are works in progress amount to £44.8m at

year end (2022: £42.0m). On the acquisition of William Hill, the Group acquired software with a fair value of £226.2m. The software acquired

primarily consisted of proprietary software platforms owned by William Hill. Subsequent to the acquisition, the decision was made to

migrate a number of William Hill platforms onto the existing 888 platforms, resulting in an asset impairment of £29.5m in 2022. These assets

are being amortised over 3-5 years.

Impairment reviews

The Group performs an annual impairment review for goodwill, by comparing the carrying amount of goodwill and other relevant assets

with their recoverable amount. This is an area where the Directors exercise judgement and estimation, as noted on pages 125 and 126.

For the purposes of impairment testing under IAS 36, CGUs are grouped in order to reflect the level at which goodwill is monitored by

management. In the prior year, the Group completed the acquisition of William Hill and disposed of the Group’s Bingo business, which

changed the groups of CGUs to which goodwill is allocated and monitored. The goodwill generated from the acquisition of William Hill is

monitored in line with the Group’s segments, being Retail, UK&I Online and International.

Testing is carried out by allocating the carrying value of the assets to CGUs or group of CGUs and determining the recoverable amount

of those CGUs through value in use calculations. Where the recoverable amount exceeds the carrying value of the assets, the assets

are considered as not impaired. Value in use calculations are based upon estimates of future cash flows derived from the Group’s profit

forecasts by segments. Profit forecasts are derived from the Group’s annual strategic planning or similarly scoped exercise.

126

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FINANCIAL STATEMENTS SUPPLEMENTARY INFORMATION

12 GOODWILL AND OTHER INTANGIBLES CONTINUED

Impairment reviews continued

The principal assumptions underlying our cash flow forecasts are as follows:

• management assumes that the underlying business model will continue to operate on a comparable basis, as adjusted for known

regulatory or tax changes and planned business initiatives; this does not include any capex projects or the benefits that arise from them

in line with IAS 36;

• management’s forecasts anticipate the continuation of recent growth or decline trends in staking, gaming net revenues and expenses, as

adjusted for changes in our business model or expected changes in the wider industry or economy;

• management assumes that the Group will achieve its target sports betting gross win margins as set for each territory, which

management bases upon its experience of the outturn of sports results over the long term, given the tendency for sports results to vary in

the short term but revert to a norm over a longer term; and

• in management’s annual forecasting process, expenses incorporate a bottom-up estimation of the Group’s cost base. For employee

remuneration, this takes into account staffing numbers and models by segment, while other costs are assessed separately by category,

with principal assumptions including an extrapolation of recent cost inflation trends and the expectation that the Group will incur costs in

line with agreed contractual rates.

The Board approved the 2024 budget for each segment in January 2024. Management prepared a three-year strategic forecast covering

years 2025 to 2027 using the same basis as the four-year strategic forecast covering years 2024 to 2027 that was approved by the

Board in the prior year. Additionally, management has prepared a separate forecast for the year 2028, incorporating long-term growth

projections based on the year 2027. These five years form the basis of our value in use calculation.

Cash flows beyond that five-year period were extrapolated using long-term growth rates as estimated for each group of CGUs separately.

The other assumptions incorporated into the Group’s impairment reviews are those relating to discount rates and long-term growth

assumptions, as noted below separately for each CGU or group of CGUs:

	2023	2023	2022	2022
	Discount	Long-term	Discount	Long-term
	rate	growth rate	rate	growth rate
CGUs	%	%	%	%
Retail	13.0	0.0	13.3	0.0
UK&I Online	13.0	2.5	12.1	2.5
International	14.7	5.0	13.8	5.0

Discount rates are applied to each CGU or group of CGUs’ cash flows that reflect both the time value of money and the risks that apply to

the cash flows of that CGU or group of CGUs. Discount rates are calculated using the weighted average cost of capital formula based on

the CGU’s or group of CGUs’ leveraged beta. The leveraged beta is determined by management as the mean unleveraged beta of listed

gaming and betting companies, with samples chosen where applicable from comparable markets or territories as the CGU or group of

CGUs, leveraged to the Group’s capital structure. Further risk premia and discounts are applied, if appropriate, to this rate to reflect the risk

profile of the specific CGU or the group of CGUs relative to the market in which it operates. Our discount rates are calculated on a post-tax

basis and converted to a pre-tax basis using the tax rate applicable to each CGU or group of CGUs. Discount rates disclosed below are

pre-tax discount rates.

The long-term growth rates included in the impairment review do not exceed the observed long-term growth rate for each respective CGU

or group of CGUs.

Results of impairment reviews

The recoverable amount and headroom above carrying amount or impairment below carrying amount based on the impairment review

performed at 31 December 2023 for each CGU or group of CGUs are as follows:

	2023		2022	2022
	Recoverable	2023	Recoverable	Headroom/
	amount	Headroom	amount	(impairment)
CGUs	£m	£m	£m	£m
Retail	559.4	71.1	668.6	165.5
UK&I Online	1,551.8	419.6	1,534.5	359.3
International	1,119.0	493.6	1,725.2	996.2
US B2C	n/a	n/a	19.4	(25.7)

Within the US CGU, specifically in the US B2C business, there is goodwill from a previous acquisition in the 888 Group, however this was fully

impaired in the previous financial year and therefore no longer requires an impairment assessment.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2023

ANNUAL REPORT & ACCOUNTS 2023

127

12 GOODWILL AND OTHER INTANGIBLES CONTINUED

Sensitivity of impairment reviews

For the Retail group of CGUs, the following reasonably possible changes in assumptions upon which the recoverable amount was estimated

would lead to the following changes in the recoverable amount of the CGU or group of CGUs:

		10% fall in cash flows	1% increase in discount rate
	Reduction in		Reduction in
	recoverable	Remaining	recoverable	Remaining
	amount	headroom	amount	headroom
CGUs	£m	£m	£m	£m
Retail	(55.9)	15.1	(37.1)	34.0

Retail cash flows would have to fall by more than 12.7% before the value in use fell below the CGU carrying value. For the UK&I Online

and International groups of CGUs, no impairment would occur under any reasonable possible changes in assumptions upon which the

recoverable amount was estimated.

13 PROPERTY, PLANT AND EQUIPMENT

		Fixtures,
	Land and	fittings and	Right-of-use
	buildings	equipment	assets	Total
	£m	£m	£m	£m
Cost
At 31 December 2022	36.6	130.4	113.4	280.4
Additions	1.6	5.8	23.5	30.9
Disposals	(10.2)	(3.9)	—	(14.1)
Effect of foreign exchange rates	—	(0.4)	(0.8)	(1.2)
At 31 December 2023	28.0	131.9	136.1	296.0
Accumulated depreciation
At 31 December 2022	15.2	41.4	31.5	88.1
Charge for the period	2.4	17.1	26.8	46.3
Disposals	(5.7)	(1.8)	—	(7.5)
Effect of foreign exchange rates	—	(0.4)	(0.2)	(0.6)
At 31 December 2023	11.9	56.3	58.1	126.3
Carrying amounts
At 31 December 2023	16.1	75.6	78.0	169.7
At 31 December 2022	21.4	89.0	81.9	192.3

During the year, the Group sold a number of freehold properties for a total of £22.6m in sale and leaseback transactions, resulting in a

gain on disposal of £4.6m. At 31 December 2022 the Group held £6.9m of land and buildings as assets held for sale in relation to these

transactions.

The net book value of land and buildings comprises:

	2023	2022
	£m	£m
Freehold	1.5	3.7
Long leasehold improvements	4.8	5.9
Short leasehold improvements	9.8	11.8
	16.1	21.4

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FINANCIAL STATEMENTS SUPPLEMENTARY INFORMATION

14 INTEREST IN ASSOCIATE

The Group holds an associate interest in Sports Information Services (Holdings) Limited (SIS). The Group uses the equity method of

accounting for associates. The following table shows the aggregate movement in the Group’s interests in its associate:

	£m
At 31 December 2022	38.4
Share of results before interest and taxation	1.7
Share of interest	0.3
Share of taxation	(0.6)
Dividend received	(5.9)
At 31 December 2023	33.9

SIS

At 31 December 2023, William Hill Organization Limited, a principal subsidiary of the Company, held an investment of 19.5% of the ordinary

share capital of SIS, a Company incorporated in Great Britain. The Group is able to exert significant influence over SIS by way of its 19.5%

holding and its seat on the Board of Directors.

The SIS group of companies provides real time, pre-event information and results, as well as live coverage of horseracing, greyhound racing

and other sporting activities and events via satellite. The statutory financial statements of SIS are prepared to the year ending 31 March.

The results recognised are based on statutory accounts to March 2023 and management accounts thereafter.

The following financial information relates to SIS as at and for the year ended 31 December 2023:

	£m
Total assets	85.0
Total liabilities	(52.1)
Total revenue	241.6
Total profit after tax	8.7

15 INVESTMENTS

Good Luck Have Fun Group AB (‘GLHF Group’) shares

On 1 July 2022, as a part of the acquisition of William Hill, the Group obtained an investment in Good Luck Have Fun Group AB. The

Group has a 4.3% holding in the equity in GLHF Group and it is held as a financial asset and designated as fair value through other

comprehensive income, in line with the previous William Hill designation. Subsequent to the acquisition, and as a result of updates in the

strategy by the GLHF Group management team, the Group considered the recoverability of the investment. As a part of this assessment

of recoverability, the Group wrote off the investment of £1.0m in its entirety through other comprehensive income in the prior period.

At 31 December 2023, the Group holds £nil value in this investment (2022: £nil) .

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2023

ANNUAL REPORT & ACCOUNTS 2023

129

16 ACQUISITIONS & DISPOSALS

Acquisitions

On 1 July 2022, the Group acquired all of the equity interests in William Hill. Total consideration for the transaction was £554.3m, consisting

of £544.7m cash consideration and up to £100.0m of contingent consideration, fair valued on acquisition date at £9.6m.

Identifiable assets acquired and liabilities assumed

	Final
	fair value
Intangible assets	1,404.2
Property, plant and equipment	109.5
Right-of-use assets	72.3
Investment in sublease	1.4
Investments and investments in associates	40.0
Cash and cash equivalents	157.9
Trade and other receivables	32.9
Income tax asset	10.8
Assets held for sale	0.2
Trade and other payables	(399.3)
Provisions and contingent liabilities 1	(194.5)
Derivative financial instruments	(3.5)
Lease liabilities	(76.6)
Retirement benefit liability	(0.4)
Deferred tax liabilities	(211.5)
Long-term debt	(1,165.7)
Total net identifiable liabilities	(222.3)
Goodwill	776.6
Consideration transferred	554.3

1. Since the disclosure of the provisional fair values in the 31 December 2022 year end accounts, and during the measurement period, an adjustment of £15.7m

has been made to increase the fair value of provisions, with a related £4.4m reduction in deferred tax liabilities, and an equivalent movement in goodwill.

In the current year but outside of the measurement period, management has identified £20.3m of additional deferred tax balances which were present at

acquisition. Management has deemed the adjustment to be qualitatively immaterial for restatement of prior year figures, as it does not impact the profit or

loss, net assets, cash flow, remuneration, the Group’s key performance indicators or any of the Group’s covenants. As such, the deferred tax balances have

been adjusted in the current year, with a corresponding adjustment to the acquisition goodwill.

Intangible assets

Acquired identifiable intangible assets include £574.4m in respect of brands, £595.1m in respect of customer relationships and £8.5m in

respect of licences. Software and technology of £226.2m, inclusive of a fair value uplift of £70.6m, has also been recognised on acquisition

in the prior year. Management considers the residual goodwill of £776.6m to represent a number of factors including the future growth of

the William Hill business and the potential to achieve buyer-specific synergies and workforce.

The fair value of the brand assets was assessed by considering the benefit to the Group’s future revenue of the acquired brand and

assessing the royalty costs that would be incurred in deriving the same benefit. The key assumptions in the assessments are the forecast

revenue growth and royalty cost applied. A royalty cost of 5.0% of revenue was applied. The fair value of the customer relationships was

assessed using the multi-period excess earnings methodology. The key assumption in the assessments is customer retention rates. The

fair value of the licences has been derived by calculating a replacement cost for each individual licence. A 5% increase/(decrease) in

estimated customer churn rates would (decrease)/increase the fair value of customer relationships by £(123.0)m/£176.0m respectively.

Provisions and contingent liabilities

A contingent liability with a fair value of £80.6m has been recognised in the prior year on acquisition to reflect the possible future economic

outflow resulting from customer claims in Austria. The contingent liability has been fair valued in line with IFRS 3 based on the expected

cash outflow of settled claims and recognised on the basis that it is a possible future liability. Additional provisions of £115.2m have been

recognised based on pre-existing provisions within William Hill. The carrying amount at acquisition was assessed to be the fair value. Refer

to note 22 for further details on these acquired provisions.

Following receipt of updated advice, the development of case law in Germany indicates that the courts may apply a more customer-

friendly approach to the application of the three-year limitation period and link the commencement of the limitation period to the player’s

first positive knowledge of a claim to recover his gambling losses. The law permits a maximum limitation period of 10 years in this scenario.

As such, during 2023 and within the purchase price accounting measurement period, we have re-assessed the value of the provision for

customer claims in Germany as at the acquisition date. This has led to an increase in the provision of £15.7m to a total value of £23.4m.

This has been recognised through the opening balance sheet on acquisition, leading to an equivalent increase in goodwill on acquisition.

130

888 HOLDINGS PLC

STRATEGIC REPORT GOVERNANCE

FINANCIAL STATEMENTS SUPPLEMENTARY INFORMATION

16 ACQUISITIONS & DISPOSALS CONTINUED

Other fair value adjustments

A fair value uplift of £1.1m has been recognised on property, plant and equipment, representing the depreciated replacement cost of the

assets in comparison to their pre-acquisition net book value.

A fair value uplift of £0.8m has been recognised on the acquired right-of-use assets, representing favourable market positions on William

Hill’s portfolio of leases. This has been offset by a £6.8m reduction to the right-of-use asset and £6.4m reduction to the lease liability that

reflects matching the right-of-use asset to the new fair value of the lease liability, based on a new discount rate for the liability at the

acquisition date.

The fair value of the Group’s investment in SIS (refer to note 14) was increased by £27.4m to a fair value of £39.0m, reflecting the Group’s

holding and the estimated market value of the entity at the acquisition date.

The fair value of the Group’s outstanding listed debt was increased by £7.1m, reflecting the current market price of the debt at acquisition

date.

Deferred tax liabilities of £192.2m have been recognised on the resultant fair value uplifts to assets.

The fair value of all other assets and liabilities acquired are considered to be equal to their net book value as at the acquisition date.

Disposals

2023

On 22 May 2023, the Group agreed to sell its Latvian business to Paf Consulting Abp. On 13 June 2023, the deal with Paf Consulting Abp

completed. The cash consideration for the Latvian business was £19.5m, of which £0.9m is a working capital adjustment. As a part of the

deal, the Group agreed an earn out with Paf Consulting Abp, under which the Group would receive further consideration of up to €4.25m.

As this is deemed to hold a fair value of £nil this has not been recorded in these financial statements. The Group sold net assets totalling

£20.2m, leading to a loss on disposal of £0.7m. These net assets were made up of goodwill and other intangible assets of £23.1m, other net

assets totalling £1.0m, non-controlling interests of £0.5m offset by deferred tax liabilities totalling £4.4m.

On 1 August 2023, the Group sold its 90% holding in its Colombian business Alfabet S.A.S. to Vivo Aladdin Online S.A.S. for £0.6m,

recognising a gain of £0.4m on disposal.

2022

On 7 July 2022, the Group disposed of its entire Bingo business to Saphalata Holdings Ltd., a member of the Broadway Gaming group, for

a total cash consideration of £37.4m (US$45.25m), out of which £35.7m was paid on completion and a further £1.7m will unconditionally

be paid in one year. As at 30 June 2022, the Group reclassified the Bingo business assets and liabilities as ‘held for sale’, at which time an

impairment loss of £11.2m was recognised on the Bingo goodwill, representing the difference between the carrying value of the business's

net assets and the fair value at the date of reclassification to held for sale.

	£m
Consideration received	35.7
Deferred consideration	1.7
Less:
Cash disposed of	(3.2)
Net proceeds on disposal	34.2
Less:
Net assets disposed of (excluding cash):
Intangible assets	(37.6)
Trade and other receivables	(0.5)
Trade and other payables	3.3
Net assets disposed of (excluding cash)	(34.7)
Loss on disposal	(0.5)

17 ASSETS HELD FOR SALE

In the prior year, the Group had freehold properties amounting to £6.9m classified as assets held for sale as they were in the process of

being auctioned as part of a sale and leaseback transaction. In the current year all the properties that were held for sale have been sold

and as such there are no assets classified as held for sale at the year end.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2023

ANNUAL REPORT & ACCOUNTS 2023

131

18 LEASES

The Group recognises a right-of-use asset and a lease liability at the lease commencement date.

The lease liability is initially measured at the present value of the lease payments that have not been paid at the commencement date,

discounted using an appropriate discount rate. The discount rate used to calculate the lease liability is the rate implicit in the lease, if it can

be readily determined, or the lessee’s incremental borrowing rate if not. The Group uses an incremental borrowing rate for its leases, which

is determined based on a series of inputs including a risk-free rate based on our debt portfolio as well as country-specific adjustments.

A right-of-use asset is also recognised equal to the lease liability and depreciated over the period from the commencement date to the

earlier of the end of the useful life of the right-of-use asset or the lease term.

The Group has assessed the lease term of properties within its Retail estate to be up to the first available contractual break within the

lease. The Group has deemed that it cannot be reasonably certain that it will continue beyond this time given the continued uncertainty

surrounding the Retail business.

The Group note that leases not included due to either being low value or having a term of less than 12 months are deemed immaterial.

The Group has a small number of sublet properties which have been assessed in accordance with IFRS 16 and have been deemed

immaterial. The accounting policy applied to these small number of sublet properties can be seen on page 114.

The Group will continue to monitor both the above scenarios and disclose these if they are deemed material to users of the Annual Report

and Accounts.

A reconciliation of the movement in lease liabilities is as follows:

	£m
As at 31 December 2022	89.0
Additions	24.5
Interest expense	6.9
Payment of lease liabilities	(31.8)
Foreign exchange	(1.0)
As at 31 December 2023	87.6

A maturity analysis of the contractual undiscounted cash flows is as follows:

	2023	2022
	£m	£m
Due within one year	29.7	29.4
Due between one and two years	22.8	23.0
Due between two and three years	17.3	17.3
Due between three and four years	11.3	13.4
Due between four and five years	6.1	7.5
Due beyond five years	10.5	8.7

19 TRADE AND OTHER RECEIVABLES

	2023	2022
	£m	£m
Trade receivables	64.0	56.7
Other receivables	13.0	18.4
Loans receivable	1.5	3.9
Prepayments	36.9	32.1
Restricted short-term deposits	22.6	21.6
Current trade and other receivables	138.0	132.7
Non-current prepayments	2.8	6.2
Total trade and other receivables	140.8	138.9

Restricted short-term deposits represent amounts held by banks primarily to support guarantees in respect of regulated markets licence

requirements and office leases.

Non-current prepayments refer to prepayment to partners in relation to costs and certain fees to be recognised over a period longer than

12 months. Any discounting on the timing of these prepayments is immaterial.

The carrying value of trade receivables and other receivables are net of expected credit losses which approximates to their fair value,

due to the short-term nature of the receivables they are not subject to ongoing fluctuations in market rates. Note 24 provides credit risk

disclosures on trade and other receivables.

132

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STRATEGIC REPORT GOVERNANCE

FINANCIAL STATEMENTS SUPPLEMENTARY INFORMATION

20 CASH AND CASH EQUIVALENTS

	2023	2022
	£m	£m
Cash and cash equivalents	256.2	317.6
Less:
Customer deposits	127.8	141.3
Cash (excluding customer balances)	128.4	176.3

Customer deposits represent bank deposits matched by liabilities to customers of an equal value (see note 21).

21 TRADE AND OTHER PAYABLES AND CUSTOMER DEPOSITS

	2023	2022
	£m	£m
Trade payables	83.2	61.1
Accrued expenses	211.2	208.0
Other payables	80.3	98.9
Total trade and other payables	374.7	368.0

The carrying value of trade and other payables approximates to their fair value given the short maturity date of these balances.

Customer deposits of £127.8m (2022: £141.3m) represents deposits received from customers, customer winnings and progressive prize pools.

This is offset by an equivalent or greater amount of cash held, which is included in cash and cash equivalents (see note 20). Due to the

material nature of this balance it is disclosed separate to trade and other payables in the Statement of Financial Position.

22 PROVISIONS

				Other
	Indirect tax	Legal and	Shop closure	restructuring
	provision	regulatory	provision	costs	Total
	£m	£m	£m	£m	£m
At 31 December 2022	61.7	143.2	4.8	3.7	213.4
Charged/(credited) to income statement
Additional provisions recognised	5.1	8.9	1.3	—	15.3
Provisions released to income statement	—	(3.8)	—	—	(3.8)
Utilised during the year	(2.3)	(27.8)	(2.5)	(1.3)	(33.9)
Transfers to trade and other payables	—	(3.6)	—	(1.9)	(5.5)
Foreign exchange differences	(1.7)	(0.5)	—	—	(2.2)
At 31 December 2023	62.8	116.4	3.6	0.5	183.3

1. Since the disclosure of the provisional fair values in the 31 December 2022 year end financial statements and during the measurement period, an

adjustment of £15.7m has been made to increase the fair value of provisions, and an equivalent increase in goodwill.

2. During the year, a £1.9m provision which was previously categorised as other restructuring costs and a provision of £3.6m within legal and regulatory have

been transferred to accruals to better reflect the nature of the liability.

Customer claims provisions of £104.8m (2022: £101.9m) within legal and regulatory are classified as non-current. The remaining provisions

are all classified as current.

Indirect tax provision

As part of the acquisition of William Hill, the Group acquired a provision relating to a gaming tax liability in Austria, where the Austrian

tax authority believes that foreign gaming companies should be liable to pay gaming taxes in Austria. Post-acquisition, the Group has

continued to provide for the gaming taxes including interest, as management considers that an outflow is probable. The Group is in

constructive discussions with the Austrian tax authority over the timing of settlement.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2023

ANNUAL REPORT & ACCOUNTS 2023

133

22 PROVISIONS CONTINUED

Legal and regulatory provisions

The Group has recorded a provision in respect of legal and regulatory matters, including customer claims, and updated it to reflect

the Group’s revised assessment of these risks in light of developments arising during 2023 such that this represents management’s best

estimate of probable cash outflows related to these matters.

The industry in which the Group operates is subject to continuing scrutiny by regulators and other governmental authorities, which may,

in certain circumstances, lead to enforcement actions, sanctions, fines and penalties or the assertion of private litigations, claims and

damages. Within the opening provision, there is a provision acquired relating to a periodic compliance assessment undertaken by the

UK Gambling Commission (UKGC) in July and August 2021 of the William Hill business. William Hill has been subject to an ongoing licence

review and has addressed certain action points raised by the UKGC in relation to William Hill’s social responsibility and anti-money

laundering obligations. The Group has agreed a regulatory settlement of £19.2m, including divestments of £0.7m. This provision was

acquired at 1 July 2022 and was settled during the year.

In common with other businesses in the gambling sector, the Group receives claims from consumers relating to the provision of gambling

services. Claims have been received from consumers in a number of (principally European) jurisdictions and allege either failure to follow

responsible gambling procedures, breach of licence conditions or that underlying contracts in question are null and void given local

licencing regimes.

Consumers who have obtained judgement against the Group’s entities in the Austrian courts have sought to enforce those judgements in

Malta and Gibraltar. These are being defended on the basis of a public policy argument. The provisions held for the Group relating to these

claims is £86.2m, which includes a provision of £80.6m relating to the William Hill and Mr Green brands and £5.6m relating to 888.

The calculation of the customer claims liability includes provision for both legal fees and interest but does not include any gaming taxes

that have already been paid on these revenues. Management have assessed that it is probable as opposed to virtually certain that the

tax will be reclaimed and therefore a contingent asset of up to £28.0m has been disclosed but not recognised for the tax reclaims.

The timing and amount of the outflows is ultimately determined by the settlement reached with the relevant authority.

Following receipt of updated advice, the development of case law in Germany indicates that the courts may apply a more customer-

friendly approach to the application of the three-year limitation period and link the commencement of the limitation period to the player's

first positive knowledge of a claim to recover his gambling losses. The law permits a maximum limitation period of 10 years in this scenario.

As such, during 2023 and within the purchase price accounting measurement period, we have re-assessed the value of the provision for

customer claims in Germany as at the acquisition date. This has led to an increase in the provision of £15.7m to a total value on acquisition

of £23.4m. This has been recognised through the opening balance sheet on acquisition, leading to an equivalent increase in goodwill on

acquisition.

During the year, the Group has utilised £3.5m of the overall provision as claims have been settled. In addition, a further charge of £6.2m has

been recognised to reflect the receipt of new claims.

Shop closure provisions

The Group holds provisions relating to the associated costs of closure of 713 shops in 2019, 119 shops in 2020, and certain shops that

ceased to trade as part of normal trading activities.

Other restructuring costs

The Group has recognised certain provisions for staff severance as a result of restructuring announced during the current and prior year.

23 BORROWINGS

	Interest rate		2023	2022
	%	Maturity	£m	£m
Borrowings at amortised cost
Bank facilities
€473.5m term loan facility	EURIBOR + 5.25%	2028	385.6	392.6
$575.0m term loan facility	CME term SOFR + 5.35%	2028	401.6	420.7
£150.0m Equivalent Multi-Currency Revolving Credit Facility	Benchmark rate + 3.5%	2028	—	—
Loan Notes
€582.0m Senior Secured Fixed Rate Notes	7.56	2027	489.6	498.6
€450.0m Senior Secured Floating Rate Notes	EURIBOR + 5.5%	2028	373.8	379.9
£350.0m Senior Unsecured Notes	4.75	2026	10.5	10.5
Total Borrowings			1,661.1	1,702.3
Less: Borrowings as due for settlement in 12 months			3.9	4.8
Total Borrowings as due for settlement after 12 months			1,657.2	1,697.5

134

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STRATEGIC REPORT GOVERNANCE

FINANCIAL STATEMENTS SUPPLEMENTARY INFORMATION

23 BORROWINGS CONTINUED

Bank facilities

Term loan facilities

In July 2022, the Group entered into a Senior Facilities Agreement in connection with the William Hill Group acquisition, under which the

following term loan facilities were made available:

• a six-year euro-denominated bullet term facility of €473.5m, of which €6.4m was repaid in September 2022.

• a six-year sterling-denominated delayed-draw bullet term facility of £351.8m which was partially drawn in September 2022 ('GBP Term

Loan') and used to partially prepay the William Hill Group’s £350m 4.75% Senior Unsecured Notes due 2026 and partially prepay the

Group’s euro-denominated bullet term facility.

• a six-year US Dollar-denominated term facility of $500.0m.

In December 2022, the GBP Term Loan was repaid and partially replaced with an increase of $75.0m under the Group’s six-year US Dollar-

denominated term facility, with the remaining amount replaced with Senior Secured Note issuances.

At 31 December 2023, the following amounts were outstanding under the term facilities made available to the Group under the Senior

Facilities Agreement:

• €467.1m (2022: €467.1m) under the Group’s six-year euro-denominated term facility.

• $568.8m (2022: $573.5m) under the Group’s six-year US Dollar-denominated term facility.

Loan notes

Senior Secured Notes

(i) €582m 7.558% Senior Secured Fixed Rate Notes due July 2027

In July 2022, as part of the William Hill Group acquisition funding, the Group issued €400m of guaranteed Senior Secured Fixed Rate Notes

and used the net proceeds to finance the William Hill Group acquisition. The notes, which are guaranteed by certain members of the Group

and certain of the Group’s operating subsidiaries, mature in July 2027.

In December 2022, a further €182m in principal amount was issued under the same terms as the initial €400m issuance and used to

partially refinance the GBP Term Loan.

(ii) €450m Senior Secured Floating Rate Notes due July 2028

In July 2022, the Group issued €300m of guaranteed Senior Secured Floating Rate Notes and used the net proceeds to partially finance

the William Hill Group acquisition. The notes, which are guaranteed by certain members of the Group and certain of the Group’s operating

subsidiaries, mature in July 2028.

In December 2022, a further €150m in principal amount was issued under the same terms as the initial €300m issuance to partially

refinance the GBP Term Loan.

Senior Unsecured Notes

£350m 4.875% Senior Unsecured Fixed Rate Notes due 2023 & £350m 4.75% Senior Unsecured Fixed Rate Notes due 2026

The Group acquired two separate listed Senior Unsecured Notes, due 2023 and 2026 respectively as at 1 July 2022. The acquisition

triggered a change in control and the exercise of a put option by a number of Noteholders (refer below). The £350m 4.875% Senior

Unsecured Notes due 2023 were settled in full and, on 22 September 2022, Noteholders of £339.5m out of £350.0m 4.75% Senior Unsecured

Notes due 2026 took the option to exercise. As a result, this reduced the £350.0m 4.75% Senior Unsecured Notes due 2026 to £10.5m at

31 December 2023 (2022: £10.5m). The cash purchase price of both notes was equal to 101% of the principal amount together with the

interest accrued.

Finance fees and associated costs incurred on the issue of both Notes were held in the William Hill Statement of Financial Position at

acquisition, which were subsequently fair valued which led to an increase of £7.1m, reflecting the current market price of the debt at

acquisition date. This is being amortised over the life of the respective notes using the effective interest rate method. On redemption of the

Notes, any unamortised fees were written off to the Income Statement as exceptional costs in the 2022 financial year (see note 3).

Change of control

Following the occurrence of a change of control, either (i) each lender under the Senior Facilities Agreement shall be entitled to require

prepayment of outstanding amounts and cancellation of its commitments within a prescribed time period or (ii) the Group may elect that

all outstanding undrawn commitments of each lender shall be cancelled and outstanding drawn commitments shall become due and

payable.

In addition, the Group will be required to make an offer to purchase all of the Fixed Rate Notes, the Floating Rate Notes and the 4.75%

Senior Unsecured Notes due 2026 as a result of such change of control at a price in cash equal to 101% of the aggregate principal amount

thereof plus accrued and unpaid interest.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2023

ANNUAL REPORT & ACCOUNTS 2023

135

23 BORROWINGS CONTINUED

Undrawn credit facilities

At 31 December 2023, the Group had the following undrawn credit facilities:

£150m Equivalent Multi-Currency Revolving Credit Facility

In July 2022, as part of the William Hill Group acquisition, the Group entered into a new Senior Facilities Agreement under which its £50m

Revolving Credit Facility was replaced with a Multi-Currency Revolving Credit Facility. The replacement facility has an aggregate principal

amount of £150m with a five-and-a-half-year maturity (maturing in January 2028). The drawn balance on this facility at 31 December 2023

was £nil (2022: £nil).

Financial covenant

The Revolving Credit Facilities are subject to a Senior Facilities Agreement whereby any applicable revolving Incremental Senior Facilities

(together the 'Financial Covenant Facilities') are tested at every reporting period to ensure that they do not exceed a pre-agreed threshold

to be agreed with the Mandated Lead Arrangers prior to the entry into the Senior Facilities Agreement.

There are no other covenants on the Group debt, therefore the Directors are satisfied that, at the year-end, the net leverage ratio has not

exceeded the pre-agreed threshold and, as a consequence, the financial covenants have not been breached.

Overdraft facility

In July 2022, as part of the William Hill Group acquisition, the Group acquired an overdraft facility with National Westminster Bank plc of

£5.0m. The balance on this facility at 31 December 2023 was £nil (2022: £nil).

Weighted average interest rates

The weighted average interest rates paid, including commitment fees, were as follows:

	2023	2022
	%	%
€473.5m term loan facility	10.01	7.25
$575.0m term loan facility	13.49	11.47
€582.0m Senior Secured Fixed Rate Notes	8.44	8.47
€450.0m Senior Secured Floating Rate Notes	9.95	7.58
£350.0m Senior Unsecured Fixed Rate Notes	4.75	4.75

Borrowings reconciliation

2023:
		Opening	Repayments	Non-cash	FX	Total
Debt		£m	£m	£m	£m	£m
2026	Senior Unsecured Notes	10.5	—	—	—	10.5
€473.5m term loan facility		392.6	—	2.9	(9.8)	385.7
$575.0m term loan facility		420.6	(4.0)	7.4	(22.3)	401.7
€582.0m Senior Secured Fixed Rate Notes		498.7	—	2.9	(12.4)	489.2
€450.0m Senior Secured Floating Rate Notes		379.9	—	3.6	(9.5)	374.0
		1,702.3	(4.0)	16.8	(54.0)	1,661.1

2022:
						Fees on		FV
		Opening	Inflows	Acquired	Repayments	debt	Non-cash	adjustment	FX	Total
Debt		£m	£m	£m	£m	£m	£m	£m	£m	£m
2023	Senior Unsecured Notes	—	—	352.3	(349.0)	—	—	(3.3)	—	—
2026	Senior Unsecured Notes	—	—	351.9	(339.0)	—	—	(2.4)	—	10.5
£358.1 term loan facility		—	347.0	—	(347.0)	—	—	—	—	—
£461.5m asset bridge loan		—	—	461.5	(461.5)	—	—	—	—	—
€473.5m term loan facility		—	420.4	—	(5.7)	(23.5)	1.7	—	(0.3)	392.6
$575.0m term loan facility		—	479.1	—	(1.0)	(57.4)	3.5	—	(3.6)	420.6
€582.0m Senior Secured
Fixed Rate Notes		—	517.0	—	—	(18.9)	0.9	—	(0.3)	498.7
€450.0m Senior Secured
Floating Rate Notes		—	399.6	—	—	(20.3)	0.9	—	(0.3)	379.9
		—	2,163.1	1,165.7	(1,503.2)	(120.1)	7.0	(5.7)	(4.5)	1,702.3

136

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STRATEGIC REPORT GOVERNANCE

FINANCIAL STATEMENTS SUPPLEMENTARY INFORMATION

24 FINANCIAL RISK MANAGEMENT

The Group’s activities expose it to a variety of financial risks. Financial risk management is primarily carried out by the Group’s Treasurer

with reference to risk management policies approved by the Board and supervised by the Chief Financial Officer. The Board approves

written principles for risk management. The principal financial risks faced by the Group comprise liquidity risk, refinancing risk, credit risk,

interest rate risk, currency risk and pensions risk. These risks are managed as described below.

The main financial instruments used by the Group, on which financial risk arises, are as follows:

• Cash and cash equivalents;

• Trade and other receivables;

• Investment in associates;

• Trade and other payables;

• Customer deposits;

• Lease liabilities;

• Borrowings;

• Derivative financial instruments.

Detailed analysis of these financial instruments is as follows:

		2023	2022
		£m	£m
Assets at amortised cost
Investment in associates (note 14)		33.9	38.4
Cash and cash equivalents (note 20)		256.2	317.6
Trade and other receivables (note 19)		101.1	100.6
Derivative assets held at fair value through the Income Statement
888	Africa convertible loan (note 25)	11.3	—
Designated cash flow hedging relationships
Derivative assets designated and effective as cash flow hedging instruments: (note 25):
— Cross-currency swaps		6.1	17.7
— Interest rate swaps		—	0.9
Total financial assets		408.6	475.2
Non-financial assets		2,339.0	2,487.6
Total assets		2,747.6	2,962.8
Liabilities held at fair value through the Income Statement
Ante post bets (note 25)		7.0	7.8
Liabilities at amortised cost
Borrowings (note 23)		1,661.1	1,702.3
Trade and other payables (note 21)		163.5	160.0
Customer deposits (note 21)		127.8	141.3
Lease liabilities (note 18)		87.6	89.0
Designated cash flow hedging relationships
Derivative assets designated and effective as cash flow hedging instruments: (note 25):
— Cross-currency swaps		45.0	30.4
— Interest rate swaps		1.4	—
Total financial liabilities		2,093.4	2,130.8
Non-financial liabilities		574.3	672.8
Total liabilities		2,667.7	2,803.6
Net assets		79.9	159.2

Capital management and financing risk

The Group seeks to maintain an appropriate capital structure which enables it to continue as a going concern, supports its business

strategy and takes into account the wider economic environment. The Group’s capital comprises equity and debt finance, and these

elements are managed to balance the requirements of the Group and the interests of debt providers. The Group manages its capital

structure through cash flows from operations, the raising or repayment of debt and the raising of equity capital from investors.

Financing risk is the risk that the Group is unable to access sufficient finance to refinance its debt obligations as they fall due. The Group

manages this risk by maintaining a balance between different funding sources including equity and debt. It seeks to mitigate its debt

financing risk by diversifying its sources of debt capital. The Board also seeks to mitigate the Group’s refinancing risk by having an

appropriately balanced debt maturity profile.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2023

ANNUAL REPORT & ACCOUNTS 2023

137

24 FINANCIAL RISK MANAGEMENT CONTINUED

Credit risk

The Group is exposed to credit risk from counterparties defaulting on their obligations, resulting in financial loss to the Group. It arises in

relation to transactions with commercial counterparties and financial institutions. It also arises from customers who have been granted

access to credit facilities.

The Group manages its counterparty risk by closely monitoring and, where appropriate, limiting the amount that can be deposited or

accumulated with any one counterparty. The Group will only deposit funds with pre-approved financial institutions with specified minimum

credit ratings or strong balance sheet. The Group’s policy is to mitigate its credit risk with respect to derivative transactions by using a

number of different counterparties for material transactions.

Trade receivables

The Group’s credit risk on trade receivables arises mainly from balances held with the Group’s payment service providers (PSPs). These are

third-party companies that facilitate deposits and withdrawals of funds to and from customers’ virtual wallets with the Group. These are

mainly intermediaries that transact on behalf of debit card companies.

The risk is that a PSP would fail to discharge its obligation with regard to the balance owed to the Group. The Group reduces this credit risk

by:

• Monitoring balances with PSPs on a regular basis;

• Arranging for the shortest possible cash settlement intervals;

• Replacing rolling reserve requirements, where they exist, with a Letter of Credit by a reputable financial institution;

• Ensuring a new PSP is only contracted following various due diligence and 'Know Your Customer' procedures; and

• Ensuring policies are in place to reduce dependency on any specific PSP and to limit any concentration of risk.

The Group considers that based on the factors above and on extensive past experience, the PSP receivables are of good credit quality

and there is a low level of potential bad debt as at the year-end amounting to £0.4m arising from a PSP failing to discharge its obligation

(2022: £0.4m). This has been charged to the Consolidated Income Statement.

An additional credit risk the Group faces relates to customers disputing charges made to their credit cards ('chargebacks') or any other

funding method they have used in respect of the services provided by the Group. Customers may fail to fulfil their obligation to pay, which

will result in funds not being collected. These chargebacks and uncollected deposits, when occurring, will be deducted at source by the

PSPs from any amount due to the Group. As such the Group provides for these eventualities by way of an expected credit loss provision

based on analysis of past transactions. This provision is set off against trade receivables and at 31 December 2023 was £0.6m (2022:

£1.0m).

The Group’s in-house Fraud and Risk Management department carefully monitors deposits and withdrawals by following prevention and

verification procedures using internally-developed bespoke systems integrated with commercially-available third-party measures.

Cash and cash equivalents

Excess cash is centralised in accounts held by the Group’s Gibraltar headquartered holding and funding companies. Subsidiaries in its

other main locations maintain minimal cash balances as required for their operations. Cash settlement proceeds from PSPs, as described

above, are paid into bank accounts controlled by the Treasury function.

The Group holds the majority of its funds with highly reputable financial institutions and will not hold funds with financial institutions with a

low credit rating save for limited balances for specific operational needs. The Group maintains its cash reserves in highly liquid deposits

and regularly monitors interest rates in order to maximise yield.

Customer deposits

Customer deposits are matched by a corresponding liability and progressive prize pools of an equal value.

Restricted short-term deposits

Restricted short-term deposits are short-term deposits held by banks primarily to support guarantees in respect of regulated markets

licence requirements and office leases.

The Group’s maximum exposure to credit risk is the amount of financial assets presented above, totalling £408.6m (2022: £475.2m) .

138

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FINANCIAL STATEMENTS SUPPLEMENTARY INFORMATION

24 FINANCIAL RISK MANAGEMENT CONTINUED

Liquidity risk

Liquidity risk is the risk that the Group has insufficient funds available to settle its liabilities as they fall due. The Group generates strong

operating cash flows and aims to maintain sufficient cash balances to meet its anticipated working capital requirements based on regularly

updated cash flow forecasts. Liquidity requirements that cannot be met from operational cash flow or existing cash resources would be

satisfied by drawings under the Group’s Revolving Credit Facility and overdraft facility.

The following table details the contractual maturity analysis of the Group’s financial liabilities (undiscounted payments):

			2023
				More
	On	Less than	1 to 5	than
	demand	1 year	years	5 years	Total
	£m	£m	£m	£m	£m
Trade and other payables	—	163.5	—	—	163.5
Customer deposits	127.8	—	—	—	127.8
Borrowings	—	130.6	2,136.9	—	2,267.5
Derivatives and embedded derivatives	7.0	14.7	41.7	—	63.4
Lease liabilities	—	29.7	57.5	10.5	97.7
	134.8	338.5	2,236.1	10.5	2,719.9

			2022
	On	Less than	1 to 5	More than
	demand	1 year	years	5 years	Total
	£m	£m	£m	£m	£m
Trade and other payables	—	160.0	—	—	160.0
Customer deposits	141.3	—	—	—	141.3
Borrowings	—	129.9	1,062.7	1,319.5	2,512.1
Derivatives and embedded derivatives	7.8	14.2	273.3	—	295.3
Lease liabilities	—	29.4	61.0	8.7	99.1
	149.1	333.5	1,397.0	1,328.2	3,207.8

Market risk

Currency risk

A substantial part of the Group’s customer deposits and revenues are held and generated in Pounds Sterling (GBP) and Euro (EUR) with

a smaller portion denominated in other currencies. Operating expenses are largely incurred in local currencies, primarily GBP, EUR, Israeli

New Shekel (ILS), US Dollar (USD), Canadian Dollar (CAD) and Romanian Leu (RON), with incremental exposure to operating expenses in

Swedish Krona and Polish Złoty (PLN). The Group has USD and EUR debt servicing costs with a significant proportion swapped to GBP

via cross-currency interest rate swaps, whereby approximately 49% of borrowings are effectively denominated in EUR, 43% denominated

in GBP and 8% denominated in USD. As a result of this, the Group is exposed to the impact of foreign currency fluctuations. The Group

mitigates its exposure to the impact of foreign exchange fluctuations on its cost base by adopting policies to hedge certain exposures.

During 2022, the Group entered into FX and cross-currency swaps in order to hedge its ongoing USD and EUR exposure under the Senior

Facilities Agreement and its ongoing EUR exposure under the Existing Notes and Additional Notes. However, there can be no assurance

that such hedging will eliminate the potentially material adverse effect of such fluctuations.

The Group’s financial risk arising from exchange rate fluctuations is mainly attributed to:

• Translation of EUR and USD denominated borrowings in the Group’s balance sheet.

• Mismatches between customer deposits, which are predominantly denominated in GBP, and the net receipts from customers, which are

settled in the currency of the customer’s choice.

• Mismatches between reported revenue, which is mainly generated in GBP (the Group’s reporting currency and the functional currency

of the majority of its subsidiaries), and a significant portion of deposits settled in local currencies.

• Expenses that are denominated in a currency other than the functional currency of the relevant entity.

The Group continually monitors the foreign currency risk and takes steps, where practical, to ensure that the net exposure is kept to an

acceptable level. This includes the potential use of foreign exchange forward contracts designed to fix the economic impact of known

exposures when considered appropriate.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2023

ANNUAL REPORT & ACCOUNTS 2023

139

24 FINANCIAL RISK MANAGEMENT CONTINUED

Market risk continued

The tables below detail the monetary assets and liabilities by currency:

		2023
	EUR	USD	Other	Total
	£m	£m	£m	£m
Cash and cash equivalents	84.2	29.1	142.9	256.2
Trade and other receivables	53.5	12.8	34.8	101.1
Derivatives and embedded derivatives	4.4	1.1	11.9	17.4
Monetary assets	142.1	43.0	189.6	374.7
Trade and other payables	(14.2)	(9.0)	(140.3)	(163.5)
Customer deposits	(46.7)	(23.6)	(57.5)	(127.8)
Borrowings	(1,247.9)	(402.1)	(11.1)	(1,661.1)
Derivatives and embedded derivatives	(10.0)	(36.7)	(6.7)	(53.4)
Lease liabilities — IFRS 16	(7.5)	(0.3)	(79.8)	(87.6)
Monetary liabilities	(1,326.3)	(471.7)	(295.4)	(2,093.4)
Net financial position	(1,184.2)	(428.7)	(105.8)	(1,718.7)

		2022
	EUR	USD	Other	Total
	£m	£m	£m	£m
Cash and cash equivalents	119.2	55.1	143.3	317.6
Trade and other receivables	47.7	12.3	40.6	100.6
Derivatives and embedded derivatives	15.4	3.2	—	18.6
Monetary assets	182.3	70.6	183.9	436.8
Trade and other payables	(70.2)	(43.1)	(46.7)	(160.0)
Customer deposits	(43.0)	(50.5)	(47. 8)	(141.3)
Borrowings	(1,271.1)	(420.7)	(10.5)	(1,702.3)
Derivatives and embedded derivatives	(10.5)	(21.0)	(6.7)	(38.2)
Lease liabilities — IFRS 16	(7.5)	(0.5)	(81.0)	(89.0)
Monetary liabilities	(1,402.3)	(535.8)	(192.7)	(2,130.8)
Net financial position	(1,220.0)	(465.2)	(8.8)	(1,694.0)

Sensitivity analysis

The table below details the effect on profit before tax of a 10% strengthening (and weakening) in the GBP exchange rate at the balance

sheet date for balance sheet items denominated in Euros:

	2023
	EUR
10% strengthening	21.2
10% weakening	(21.2)
	2022
	EUR
10% strengthening	28.9
10% weakening	(28.9)

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FINANCIAL STATEMENTS SUPPLEMENTARY INFORMATION

24 FINANCIAL RISK MANAGEMENT CONTINUED

Interest rate risk

The Group’s exposure to interest rate risk relates mostly to cash interest costs on unhedged borrowings where market rate increases lead

to both higher interest charges to the Group and less freely available cash, with some limited exposure to interest income on surplus funds

held. Changes in market interest rates also impact the fair value of the Group’s swaps portfolio.

The Group’s policy is to maintain a minimum of 50% of its debt at fixed interest rates in order to protect cash flow commitments against

rising interest rates while also maintaining flexibility to incur lower interest in a decreasing rates environment. As at 31 December 2023,

70% of the Group’s outstanding borrowings was at fixed rates (2022: 70%).

The Group’s current approach for surplus funds is to centralise and invest in interest bearing bank accounts held with its principal bankers

to maximise availability for working capital use.

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings

affected. With all other variables held constant, the Group’s profit before tax is affected through the impact on floating rate borrowings,

as follows:

	2023
	Increase of	Decrease of
	100 basis	100 basis
	points	points
	£m	£m
Increase/(decrease) in profit	(5.5)	5.5
Increase/(decrease) in equity reserves	(5.5)	5.5

	2022
	Increase of	Decrease of
	100 basis	100 basis
	points	points
	£m	£m
Increase/(decrease) in profit	(3.4)	3.4
Increase/(decrease) in equity reserves	(3.4)	3.4

Cross-currency swaps and interest rate swaps

The Group has executed a series of USD to GBP and EUR to GBP cross-currency interest rate swaps to provide increased certainty around

its interest cash flow commitments and better align the currency of interest costs to the currency of earnings.

As at 31 December 2023, the Group had cross-currency interest rate swaps with total principal of US$407.0m (2022: US$407.0m) and

€482.0m (2022: €482.0m) in place to hedge both currency and interest rate risk. In addition, at 31 December 2023, the Group had an

interest rate swap of €150.0m (2022: €150.0m) to hedge Euro interest rate risk.

25 FINANCIAL INSTRUMENTS

On acquisition, under IFRS 3 ‘Business Combinations’, the assets and liabilities of William Hill were recorded at fair value. Refer to note 16 for

details of values and valuation methods used.

The hierarchy (as defined in IFRS 13 ‘Fair Value Measurement’) of the Group’s financial instruments carried at fair value as at 31 December

2023 was as follows:

		Contractual/
		notional
		amount	Level 1	Level 2	Level 3
		£m	£m	£m	£m
Financial assets
888	Africa convertible loan	6.8	—	—	11.3
Cross-currency swaps		385.9	—	6.1	—
Interest rate swaps		130.1	—	—	—
		522.8	—	6.1	11.3
Financial liabilities
Cross-currency swaps		351.9	—	45.0	—
Interest rate swaps		—	—	1.4	—
Ante post bet liabilities		—	—	—	7.0
		351.9	—	46.4	7.0

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2023

ANNUAL REPORT & ACCOUNTS 2023

141

25 FINANCIAL INSTRUMENTS CONTINUED

The hierarchy (as defined in IFRS 13 ‘Fair Value Measurement’) of the Group’s financial instruments carried at fair value as at 31 December

2022 was as follows:

	Contractual/
	notional
	amount	Level 1	Level 2	Level 3
	£m	£m	£m	£m
Financial assets
Cross-currency swaps	397.1	—	17.7	—
Interest rate swaps	132.2	—	0.9	—
	529.3	—	18.6	—
Financial liabilities
Cross-currency swaps	365.3	—	45.0	—
Ante post bet liabilities	—	—	—	7.8
Contingent consideration (note 16)	100.0	—	—	0.4
	465.3		45.0	8.2

Ante post bets

Ante post bets are a liability arising from an open position at the period end date in accordance with the Group’s accounting policy for

derivative financial instruments. Ante post bets at the period end totalled £7.0m (2022: £7.8m) and are classified as current liabilities.

Ante post bet liabilities are valued using methods and inputs that are not based upon observable market data and all fair value

movements are recognised in revenue in the Income Statement. Although the final value will be determined by future betting outcomes,

there are no reasonably possible changes to assumptions or inputs that would lead to material changes in the fair value determined. The

principal assumptions relate to the Group’s historical gross win margins by betting markets and segments. Although these margins vary

across markets and segments, they are expected to stay broadly consistent over time, only varying in the short term. The gross win margins

are reviewed annually at period end. As at 31 December 2023, the gross win margins ranged from 2%-25%.

A reconciliation of movements in the ante post bets liability in the year is provided below.

	Ante post
	bet liabilities
	£m
At 31 December 2022	7.8
Movement through Income Statement	(0.8)
At 31 December 2023	7.0

888 Africa convertible loan

On 22 March 2022 the Group entered into a joint venture agreement as 19.9% owners of 888 Africa Limited ('888 Africa').

Whilst the Group’s equity contribution was not material, as part of the joint venture shareholder agreement, the Group agreed to lend 888

Africa $8.0m (£7.2m) as a senior secured convertible loan that can be converted into 60.1% of 888 Africa issued and outstanding shares

at the Group’s discretion. Because of the conversion option, the loan is deemed to be a derivative financial asset under IFRS 9 ‘Financial

Instruments’ and is held at fair value through profit and loss.

As at 31 December 2023 the convertible loan has been fair valued using the market approach based on forecast 2024 revenue in proven

African markets. The non-cash, fair value uplift of £4.1m is recorded within operating profit in the Consolidated Income Statement. In the

prior year fair value was deemed approximate to the carrying value of the convertible loan due to the early stage of the investment.

142

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FINANCIAL STATEMENTS SUPPLEMENTARY INFORMATION

25 FINANCIAL INSTRUMENTS CONTINUED

Hedging activities

The table below illustrates the effects of hedge accounting on the Consolidated Statement of Financial Position and Consolidated Income

Statement by disclosing separately by risk category each type of hedge and the details of the associated hedging instrument and hedge

item. These are for items designated as in a cash flow hedging relationship.

				31 December 2023
		Change in
		fair value	Cash	Change in
		in period for	settlements	fair value	Cash
		calculating	and accruals	in period for	settlements
		ineffectiveness	in the period	calculating	and accruals	Hedge
	Carrying	(hedging	(hedging	ineffectiveness	in the period	ineffectiveness
	amount	instrument)	instrument)	(hedged item)	(hedged item)	in the period
	£m	£m	£m	£m	£m	£m
Interest rate swaps
EUR trades	(0.8)	(1.7)	0.3	(1.7)	0.3	—
Total	(0.8)	(1.7)	0.3	(1.7)	0.3	—
Cross-currency swaps
EUR trades	(4.7)	(9.8)	(9.1)	(9.8)	(9.1)	—
USD trades	(34.8)	(17.0)	(2.0)	(17.0)	(2.0)	—
Total	(39.5)	(26.8)	(11.1)	(26.8)	(11.1)	—

				31 December 2022
		Change in fair	Cash
		value in period	settlements	Change in fair	Cash
		for calculating	and accruals	value in period	settlements
		ineffectiveness	in the period	for calculating	and accruals	Hedge
	Carrying	(hedging	(hedging	ineffectiveness	in the period	ineffectiveness
	amount	instrument)	instrument)	(hedged item)	(hedged item)	in the period
	£m	£m	£m	£m	£m	£m
Interest rate swaps
EUR trades	1.0	1.0	—	0.9		(0.1)
Total	1.0	1.0	—	0.9		(0.1)
Cross-currency swaps
EUR trades	5.1	5.1	(1.4)	4.7	(1.4)	(0.4)
USD trades	(17.8)	(17.8)	(2.3)	(18.7)	(2.3)	(0.9)
Total	(12.7)	(12.7)	(3.7)	(14.0)	(3.7)	(1.3)

Contractual maturity analysis

The tables below analyse the Group’s financial liabilities into relevant maturity groupings based on their contractual maturities for net and

gross settled derivative financial instruments.

The amounts disclosed in the table are the contractual undiscounted cash flows:

			31 December 2023
	On	Less than	1 to 5	More than
	demand	1 year	years	5 years	Total
	£m	£m	£m	£m	£m
Interest rate swaps	—	0.8	(1.5)	—	(0.7)
Cross-currency swaps
EUR trades	—	(8.2)	(7.7)	—	(15.9)
USD trades	—	(6.6)	(30.7)	—	(37.3)
Total	—	(14.0)	(39.9)	—	(53.9)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2023

ANNUAL REPORT & ACCOUNTS 2023

143

25 FINANCIAL INSTRUMENTS CONTINUED

Contractual maturity analysis continued

			31 December 2022
	On	Less than	1 to 5	More than
	demand	1 year	years	5 years	Total
31 December 2022	£m	£m	£m	£m	£m
Interest rate swaps	—	—	—	—	—
Cross-currency swaps
EUR trades	—	(6.2)	316.9	—	310.7
USD trades	—	(8.0)	(43.6)	—	(51.6)
Total	—	(14.2)	273.3	—	259.1

26 DEFERRED TAX

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for

financial reporting purposes and the amounts used for income tax purposes. The Group’s deferred tax assets and liabilities resulting from

temporary differences, some of which are expected to be settled on a net basis, are as follows:

	As at				Credit/	Arising on	As at
	1 January	Prior year			(charge)	business	31 December
	2023	adjustments	Transfers	Disposals	to income	combinations	2023
	£m	£m	£m	£m	£m	£m	£m
Fixed asset temporary differences	(1.1)	4.6	—	—	3.5	—	7.0
Intangible assets	(231.2)	(2.9)	(9.0)	3.6	58.0	—	(181.5)
Other temporary differences	3.1	(2.2)	9.0	0.7	0.9	20.3	31.8
Restricted interest	14.4	—	—	—	3.1	—	17.5
Tax losses	4.0	(0.8)	—	—	2.1	—	5.3
Total	(210.8)	(1.3)	—	4.3	67.6	20.3	(119.9)

						Exceptional	Exceptional
	As at				Credit/	credit/	credit/	As at
	1 January	Acquisition of	Prior year	Exchange	(charge)	(charge) to	(charge) to	31 December
	2022	William Hill	adjustments	differences	to income	income	OCI	2022
	£m	£m	£m	£m	£m	£m	£m	£m
Fixed asset temporary
differences	1.6	0.6	3.0	0.3	(6.6)	—	—	(1.1)
Intangible assets	(2.7)	(252.2)	1.9	0.7	12.7	8.4	—	(231.2)
Other temporary differences	1.4	8.1	(0.8)	(0.1)	(4.9)	—	(0.6)	3.1
Restricted interest	—	11.6	13.1	—	(10.3)	—	—	14.4
Tax credits	—	—	0.4	(0.2)	(0.2)	—	—	—
Tax losses	—	0.1	—	—	3.9	—	—	4.0
Total	0.3	(231.8)	17.6	0.7	(5.4)	8.4	(0.6)	(210.8)

	2023	2022
	£m	£m
Reflected in the Statement of Financial Position as follows:
Deferred tax assets	37.0	5.2
Deferred tax liabilities	(156.9)	(216.0)

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FINANCIAL STATEMENTS SUPPLEMENTARY INFORMATION

26 DEFERRED TAX CONTINUED

Restatement

Since the disclosure of the provisional fair values for the acquisition of William Hill on 1 July 2022, an adjustment of £15.7m has been made to

increase the fair value of provisions, with a related £4.4m reduction in deferred tax liabilities, and an equivalent movement in goodwill. This

adjustment has been made after the 31 December 2022 year end accounts and during the measurement period. See note 16 for further

details.

Arising on business combinations

In the current year, but outside of the measurement period, management has identified £20.3m of additional deferred tax balances which

were present at acquisition. Management has deemed the adjustment to be qualitatively immaterial for restatement of prior year figures,

as it does not impact the profit or loss, net assets, cash flow, remuneration, the Group’s key performance indicators or any of the Group’s

covenants. As such, the deferred tax balances have been adjusted in the current year, with a corresponding adjustment to the acquisition

goodwill.

Deferred tax assets on unamortised tax allowances on intangible assets in Ireland

As at 31 December 2023 the Group has recognised a deferred tax asset of £32.9m (2022: £2.7m) in relation to unused tax allowances of

£236.5m (2022: £263.4m) in the Group’s wholly owned Irish subsidiary.

The Directors have concluded that there is convincing evidence that the Irish subsidiary will continue to generate taxable profits in the

future, against which taxable allowances can be fully utilised. The allowances initially arose from the transfer of intellectual property rights

from 888 Group companies to the Group’s Irish subsidiary in 2022.

As part of the Group restructuring programme, a Board decision was taken in 2023 to confirm the retention of corporate activity in Ireland,

which was previously uncertain. The recovery of the deferred tax asset in Ireland is supported by the receipt of recurring revenue streams

from royalty payments paid from other Group companies.

The Directors have reviewed the latest forecast for the Group member companies in their operating markets, including their ability to

continue to generate revenues and therefore pay royalty fees into the future. This includes consideration of the commercial plans under the

Group’s control, the future corporate structure of the Group and current licensing activity.

The Directors believe there is convincing evidence that the deferred tax asset will unwind over a period of 29 years and as such have fully

recognised the deferred tax asset as at 31 December 2023. If forecast royalty revenues paid to the Group’s Irish subsidiary are 10% lower

than forecasted, the recovery of the deferred tax asset would be extended to 38 years.

Tax rates

The enacted future rate of UK corporation tax of 25.0% (2022: 25%), the Gibraltar statutory income tax rate of 12.5% (2022: 12.5%), the

Maltese effective tax rate of 35.0% (2022: 35%) and the Irish effective tax rate of 12.5% (2022: 12.5%) have been used to calculate the

amount of deferred tax.

Tax losses

The Group has recognised £37.0m (2022: £5.2m) of deferred tax assets, including £7.3m (2022: £4.0m) in respect of unutilised tax losses

which are available in companies which are anticipated to make future profits. The losses mainly relate to the UK and are expected to be

utilised in the foreseeable future. All losses and tax credits, recognised and unrecognised, may be carried forward indefinitely.

Management have based their assessment of the recognition of deferred tax assets on unused tax losses of £46.3m (2022: £63.8m) at the

period end on the forecast also used for the impairment review.

Restricted interest

Restricted interest represents a deferred tax asset of £17.5m (2022: £14.4m) in relation to interest restrictions for which an asset has been

recognised to the extent that sufficient taxable temporary differences exist at the balance sheet date.

Pillar Two income taxes

The Group has applied the exception to recognising and disclosing information about deferred tax assets and liabilities arising from the

implementation of Pillar Two income taxes, as required under IAS 12.

Unrecognised deferred tax attributes

Deferred tax is not recognised in respect of the value of the Group’s investments in subsidiaries and interests in joint ventures where we are

able to control the timing of the reversal of the temporary differences and it is probable that such differences will not reverse in the future.

The amount of such temporary differences for which deferred tax has not been recognised was £110.5m (and tax thereon of £2.5m) (2022:

£17.2m (and tax thereon £1.5m)).

The Group has unutilised tax losses of £38.9m (31 December 2022: £63.8m) in entities which are not anticipated to make profits in the

foreseeable future and for which no deferred tax has been recognised. The Group has carried forward restricted interest in the UK of

£112.5m (2022: £nil) for which no deferred tax asset has been recognised.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2023

ANNUAL REPORT & ACCOUNTS 2023

145

27 SHARE CAPITAL

Share capital comprises the following:

		Authorised
	31 December	31 December	31 December	31 December
	2023	2022	2023	2022
	Number	Number	£m	£m
Ordinary Shares of £0.005 each	1,026,387,500	1,026,387,500	5.1	5.1

1. Including 297,501 treasury shares held by the Group as at 31 December 2023 (2022: 447,020).

			Allotted, called up and fully paid
	31 December	31 December	31 December	31 December
	2023	2022	2023	2022
	Number	Number	£m	£m
Ordinary Shares of £0.005 each at beginning of year	446,331,656	372,759,202	2.2	1.9
Issue of Ordinary Shares of £0.005 each	2,713,601	73,572,454	—	0.3
Ordinary Shares of £0.005 each at end of year	449,045,257	446,331,656	2.2	2.2

The narrative below includes details on issue of Ordinary Shares of £0.005 each as part of the Group’s employee share option plan during

2023 and 2022.

On 7 April 2022 the Company issued 70.8m new ordinary shares to partly fund the acquisition of the international (non-US) business of

William Hill, representing approximately 19% of its issued capital, at £2.30 per share. After issue costs of £4.3m, the net proceeds were

£158.5m. Issue costs directly attributable to the transaction were accounted for as a deduction from share premium in the prior period.

28 SHARE BASED PAYMENTS

Equity-settled share benefit charges

As of 31 December 2023, the Group has equity-settled employee shares and share options granted under three equity-settled employee

share incentive plans. The 888 Long-Term Incentive Plan 2015, which was adopted at the Extraordinary General Meeting on 29 September

2015, is open to all employees (including Executive Directors) and full-time consultants of the Group, at the discretion of the Remuneration

Committee. Awards under this scheme will vest in instalments over a fixed period of at least three years subject to the relevant individuals

remaining in service. Certain of these awards are subject to additional performance conditions imposed by the Remuneration Committee

at the dates of grant, further details of which are given in the Directors’ Remuneration Report.

The second is the 888 Holdings Plc Long-Term Incentive Plan 2023, which was adopted by shareholders at the Annual General Meeting

on 23 May 2023. As a result of this no further awards have been granted under the 888 Long-Term Incentive Plan 2015. The 888 Holdings

Plc Long-Term Incentive Plan 2023 is also open to all employees (including Executive Directors), with awards vesting over a period to be

determined by the Remuneration Committee at the time of grant. Awards may or may not be subject to additional performance conditions

imposed by the Remuneration Committee.

In addition, on 8 May 2017, the Board adopted a Deferred Share Bonus Plan (DSBP) in order to allow the Company to comply with the

deferral requirement previously contained in its Directors' Remuneration Policy. As a result of the deferral requirement set out in the

new Directors' Remuneration Policy no further awards have been granted under the DSBP. Further details are set out in the Directors'

Remuneration Report.

In 2023 the Group awarded options under the 888 Holdings Plc SAYE Option Plan, which was adopted by shareholders at the Annual

General Meeting on 15 June 2022; and the 888 Holdings Plc 2023 International SAYE Option Plan established pursuant to the authority of the

Directors of the Company conferred by shareholders at the same Annual General Meeting.

Details of equity-settled shares as part of the AEP, the LTIP and the DSBP are set out below:

Ordinary Shares granted (without performance conditions)

	2023	2022
	Number	Number
Outstanding future vesting equity awards at the beginning of the year	6,553,595	5,446,420
Future vesting equity awards granted during the year	562,177	3,269,343
Future vesting equity awards lapsed during the year	(2,119,657)	(821,961)
Shares issued upon vesting during the year	(2,713,601)	(1,340,207)
Outstanding future vesting equity awards at the end of the year	2,282,514	6,553,595
Averaged remaining life until vesting	1.25 years	1.27 years

The outstanding future vesting equity awards at the end of the year are set out below:

146

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STRATEGIC REPORT GOVERNANCE

FINANCIAL STATEMENTS SUPPLEMENTARY INFORMATION

28 SHARE BASED PAYMENTS CONTINUED

Equity-settled share benefit charges continued

Deferred Share Bonus Plan

	2023	2022
	Number	Number
Outstanding future vesting equity awards at the beginning of the year	310,268	307,422
Future vesting equity awards granted during the year	—	220,225
Future vesting equity awards lapsed during the year	(122,691)	—
Shares exercised during the year	(149,519)	(217, 379)
Outstanding future vesting equity awards at the end of the year	38,058	310,268
Averaged remaining life until vesting	0.67 years	0.81 years

Ordinary Shares granted for future vesting are valued at the share price at grant date, which the Group considers approximates to the fair

value. The Group recognised the following as treasury shares as of 31 December 2023:

(i) 11 March 2022, the Group purchased 356,977 shares on the open market at an average price of 193.0¢ per share;

(ii) 22 March 2021, the Group purchased 220,225 shares on the open market at an average price of 362.0¢ per share; and

(iii) 29 April 2020, the Group purchased 130,796 shares on the open market at an average price of 143.7¢ per share.

Ordinary shares granted (subject to performance conditions)

	2023	2022
	Number	Number
Outstanding at the beginning of the year	2,435,321	3,208,384
Shares granted during the year	5,056,071	1,006,013
Lapsed future vesting shares	(3,056,648)	(353,333)
Shares issued upon vesting during the year	—	(1,425,743)
Outstanding at the end of the year	4,434,744	2,435,321
Averaged remaining life until vesting	2.16 years	1.28 years

The Group granted 3,651,071 shares on 17 April 2023 and 1,405,000 shares on 9 May 2023 (2022: 1,006,013). The share prices at the grant

date were 74.8¢ and 78.4¢ respectively. Shares outstanding at the end of the year consist of 4,434,744 shares subject to 50% EPS growth

target, and 50% total shareholder return (TSR).

Further details of performance conditions that have to be satisfied on these awards are set out in the Directors’ Remuneration Report. The

EPS growth target is taken into account when determining the number of shares expected to vest at each reporting date, and the TSR

target is taken into account when calculating the fair value of the share grant.

Valuation information — shares granted under TSR condition:

Shares granted during the year:	2023	2022
Share pricing model used	Monte Carlo	Monte Carlo
Determined fair value	£0.41	£1.15
Number of shares granted	5,056,071	503,007
Average risk-free interest rate	3.68%	0.1%
Average standard deviation	49.4%	46.0%
Average standard deviation of peer group	42.5%	53.0%

Valuation information — shares granted

	2023		2022
	Without	With	Without	With
	performance	performance	performance	performance
	conditions	conditions	conditions	conditions
Weighted average share price at grant date	£0.92	£0.75	£1.55	£1.87
Weighted average share price at issue of shares	£0.75	£0.84	£2.08	£1.95

Ordinary shares granted for future vesting with EPS growth performance conditions are valued at the share price at grant date, which the

Group considers approximates to the fair value. The restrictions on the shares during the vesting period, primarily relating to non-receipt of

dividends are considered to have an immaterial effect on the share option charge.

In accordance with IFRS 2 a charge to the Consolidated Income Statement in respect of any shares or options granted under the above

schemes is recognised and spread over the vesting period of the shares or options based on the fair value of the shares or options at the

grant date, adjusted for changes in vesting conditions at each balance sheet date. These charges have no cash impact.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2023

ANNUAL REPORT & ACCOUNTS 2023

147

28 SHARE BASED PAYMENTS CONTINUED

Share benefit charges

	2023	2022
	£m	£m
Equity-settled (credit)/charge for the year	(0.5)	7.9
Cash-settled charge for the year	—	(2.7)
Total share benefit (credit)/charge	(0.5)	5.2

29 RETIREMENT BENEFIT SCHEMES

William Hill pension schemes

In the prior year, the Group acquired a number of defined contribution and defined benefit pension schemes, operated by William Hill. The

UK schemes are operated under a single trust and the assets of all the schemes are held separately from those of the Group in funds

under the control of trustees.

The respective costs of these schemes are as follows:

	2023	2022
	£m	£m
Defined contribution schemes charged to operating profit	8.8	4.3
Defined benefit scheme charged to operating profit	2.8	1.3

Defined contribution schemes

The defined contribution schemes, to which both the Group and employees contribute to fund the benefits, are available for all eligible

employees. The only obligation of the Group with respect to these schemes is to make the specified contributions.

The total cost charged to income in respect of these schemes represents contributions payable to the schemes by the Group at rates

specified in the rules of the respective schemes. At 31 December 2023, contributions of £nil (31 December 2022: £nil) due in respect of the

current reporting period were outstanding to be paid over to the schemes.

Defined benefit scheme

The Group also operates a defined benefit scheme in the UK for eligible employees which closed to new members in 2002. Under the

scheme, employees are entitled to retirement benefits varying between 1.67% and 3.33% of final pensionable pay for each year of service

on attainment of a retirement age of 63. With effect from 1 April 2011, the defined benefit scheme was closed to future accrual but maintains

the link for benefits accrued up to 31 March 2011 with future salary increases (up to a maximum of 5% per annum). Employed members of

this scheme were automatically transferred into one of the defined contribution schemes. The costs of administering the scheme are borne

by the Group.

For the purposes of preparing the information disclosed in these accounts, a full actuarial valuation of the scheme was carried out at

30 September 2019 and updated to 31 December 2023 by a qualified independent actuary. The present values of the defined benefit

obligation and the related current service cost were measured using the projected unit credit method and by rolling forward the results

of the 30 September 2019 technical provisions using actuarial techniques, allowing for cash flows and interest over the period, differences

between the assumptions used to set the technical provisions and those selected for accounting under IAS 19.

Pension buy-in

During 2021, prior to the acquisition by the Group of William Hill, William Hill agreed a buy-in of the scheme’s liabilities. On 28 June 2021,

a transaction was completed which insured the liabilities of the scheme with Rothesay Life. As a result of the transaction, the scheme

holds annuities with Rothesay Life which are qualifying insurance policies as defined in IAS 19.8 ‘Employee Benefits’. The income from these

policies exactly matches the amount and timing of benefits to those members covered under the policies. As with other bulk annuity

purchases the scheme has carried out, the change was treated as a change in investment strategy.

At the year-end date, the estimated Defined Benefit Obligation (DBO) for all insured members was £255.3m. The value of the buy-in policies

was determined to be £255.4m, as the effects of GMP equalisation were not included in the contract value of the buy-in insurance policy.

Funding valuation

The general principles adopted by the Trustees for the purposes of this funding valuation are that the assumptions used, taken as a whole,

will be sufficiently prudent for pensions already in payment to continue to be paid and to reflect the commitments which will arise from

members’ accrued pension rights. The William Hill Group agreed to pay £1.9m per annum in respect of the costs of insured death benefits,

expenses and levies until September 2025.

148

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FINANCIAL STATEMENTS SUPPLEMENTARY INFORMATION

29 RETIREMENT BENEFIT SCHEMES CONTINUED

William Hill pension schemes continued

Disclosure of principal assumptions

The financial assumptions used by the actuary in determining the present value of the defined benefit scheme’s liabilities were:

	2023	2022
	%	%
Rate of increase of pensions (non-pensioner)	2.8	3.0
Rate of increase of pensions (pensioner)	3.1	3.3
Discount rate	4.5	4.7
Rate of RPI inflation (non-pensioner)	3.0	3.1
Rate of RPI inflation (pensioner)	3.3	3.4
Rate of CPI inflation	2.5	2.5

In accordance with the relevant accounting standard, the discount rate has been determined by reference to market yields at the period

end date on high-quality fixed income investments at a term consistent with the expected duration of the liabilities. Price inflation is

determined by the difference between the yields on fixed and index-linked Government bonds with an adjustment to allow for differences in

the demand for these bonds, which can distort this figure. The expected rate of salary growth and pension increases are set with reference

to the expected rate of inflation. No change has been made to the basis of inflation applied to pension increases in the scheme.

The mortality assumption is kept under review and has been updated. The current life expectancies for a member underlying the value of

the accrued liabilities are:

	2023	2022
Life expectancy at age 65	Years	Years
Male retiring now	21.4	21.9
Male retiring in 25 years’ time	23.0	23.6
Female retiring now	23.5	23.9
Female retiring in 25 years’ time	25.3	25.8

The assets in the scheme are set out in the table below.

	2023	2022
	£m	£m
Total market value of assets	255.4	254.2
Present value of scheme liabilities	(255.3)	(255.4)
Effect of asset ceiling	(0.1)	—
Asset/(deficit) in scheme at end of year	—	(1.2)

Analysis of the amount charged to operating profit/(loss):

	Year to	1 July to
	31 December	31 December
	2023	2022
	£m	£m
Current service cost	1.0	0.4
Administration expenses	1.8	0.9
Total operating charge	2.8	1.3

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2023

ANNUAL REPORT & ACCOUNTS 2023

149

29 RETIREMENT BENEFIT SCHEMES CONTINUED

William Hill pension schemes continued

Disclosure of principal assumptions continued

Analysis of the amounts recognised in the Consolidated Statement of Comprehensive Income:

	2023	2022
	£m	£m
Actual return less expected return on pension scheme assets	(5.2)	36.2
Actuarial gain on demographic assumptions	(5.0)	(0.8)
Actuarial loss on experience adjustment	5.9	3.0
Actuarial loss/(gain) arising from changes in financial assumptions	2.4	(38.1)
Actuarial remeasurements	(1.9)	0.3
Change in the impact of asset ceiling	0.1	—
(Income)/loss recognised as other comprehensive income	(1.8)	0.3

Movements in the present value of defined benefit obligations in the period were as follows:

	2023	2022
	£m	£m
Opening defined benefit obligation	255.4	293.1
Current service cost	1.0	0.4
Interest cost	11.7	5.3
Actuarial loss/(gain) on financial assumptions	2.4	(38.1)
Actuarial gain on demographic assumptions	(5.0)	(0.8)
Actuarial loss on experience adjustment	5.9	3.0
Benefits paid	(15.1)	(7.1)
Insurance premium for risk benefits	(1.0)	(0.4)
At end of year	255.3	255.4

Movements in the present value of fair value of scheme assets in the period were as follows:

	2023	2022
	£m	£m
Opening defined benefit obligation	254.2	292.7
Interest income on plan assets	11.7	5.3
Return on plan assets (excluding interest income)	5.2	(36.2)
Company contributions	1.9	0.8
Administration expenses charged to operating (loss)/profit	(1.8)	(0.9)
Benefits paid	(14.8)	(7.1)
Insurance premium for risk benefits	(1.0)	(0.4)
At end of year	255.4	254.2

Sensitivity analysis of the principal assumptions used to measure scheme liabilities

As the scheme is now fully bought-in, any changes in the value of the scheme’s liabilities due to changes in the underlying assumptions

will be matched by changes in the value of the scheme’s assets (which are measured in line with the obligations). There would therefore be

a nil net balance sheet impact from any changes in the principal assumptions.

Nature and extent of the risks arising from financial instruments held by the defined benefit scheme

Through the scheme, following the buy-in, the main risk that the Group has is counterparty risk, with the insurance company backing the

majority of the policies with the exception of GMP equalisation which is not included in the contract value of the buy-in insurance policy but

is considered immaterial.

150

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STRATEGIC REPORT GOVERNANCE

FINANCIAL STATEMENTS SUPPLEMENTARY INFORMATION

29 RETIREMENT BENEFIT SCHEMES CONTINUED

William Hill pension schemes continued

Funding

Alongside the risk assessment above, on 30 September 2020, the Group agreed an ongoing funding requirement with the Trustees which

expires on 30 September 2025.

The weighted average duration of the scheme’s defined benefit obligation as at 31 December 2023 is 15 years (31 December 2022: 15

years).

The undiscounted maturity profile of the defined benefit obligation between one and ten years is shown below:

	2023	2022
	£m	£m
Less than one year	13.6	12.7
Between one and two years	14.0	13.4
Between two and five years	47.5	45.7
Between five and ten years	75.3	71.7

No allowance is made for commutation lump sums or individual transfers out due to the fluctuating nature of these payments.

30 RELATED PARTY TRANSACTIONS

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not

disclosed in this note. Transactions between the Group and its associate are disclosed below.

Trading transactions

Associates and joint ventures

As part of the William Hill acquisition in the prior year, the Group acquired Sports Information Services (Holdings) Limited, an associate of

the William Hill Group. For the year to 31 December 2023, the Group made purchases of £36.6m (1 July 2022 to 31 December 2022: £15.8m)

from Sports Information Services Limited, a subsidiary of Sports Information Services (Holdings) Limited. At 31 December 2023, the amount

payable to Sports Information Services Limited by the Group was £nil (31 December 2022: £nil).

During the year the Group made loans totalling £2.4m (2022: £4.5m) to 888 Africa as part of the joint venture shareholder agreement.

These loans incur interest at 12% per annum. For the year ended 31 December 2023 the Group received £0.7m in revenue from 888 Africa

for the use of the 888 brand. During the year the Group also made loans totalling £1.8m to 888 Emerging Limited, a joint venture of the

Group.

Remuneration of key management personnel

The aggregate amounts payable to key management personnel, as well as their share benefit charges, are set out below:

	2023	2022
	£m	£m
Short-term benefits	1.6	2.9
Post-employment benefits	0.3	0.1
Share benefit charges — equity-settled	0.1	2.4
	2.0	5.4

Further details on Directors’ remuneration are given in the Directors’ Remuneration Report.

31 CONTINGENT ASSETS AND LIABILITIES

Legal claims

As at 31 December 2023, potential legal claims of £4.5m related to the Austria and Germany provisions (see note 22 for further details) are

deemed to give rise to a possible future cash outflow, as such no provision was required at the balance sheet date.

The calculation of the customer claims liability includes provision for both legal fees and interest but does not include any gaming taxes

that have already been paid on these revenues. Management have assessed that it is probable as opposed to virtually certain that the tax

will be reclaimed and therefore a contingent asset of up to £28.0m (2022: £24.3m) has been disclosed for the tax reclaims. Refer to note 22

for further details.

32 EVENTS AFTER THE REPORTING DATE

On 6 March 2024, the Group announced its decision to conclude its partnership with Authentic Brands Group as part of the strategic review

of its B2C business. This partnership had granted exclusive use of the Sports Illustrated brand for online betting and gaming. As part of the

termination agreement, the Group has agreed to pay a total termination fee of $50.0m, $25.0m of which will be paid upfront in cash from

available resources. The remaining $25.0m will be paid between 2027 and 2029.

On 22 March 2024, the GB Gambling Commission (GBGC) informed the Group that it had concluded its review into the Group’s operating

licences that was announced by the Group on 14 July 2023. The GBGC concluded the review without imposing any licence conditions,

financial penalties or other remedies on the Group.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2023

ANNUAL REPORT & ACCOUNTS 2023

151

33 RELATED UNDERTAKINGS

The consolidated financial statements include the following principal subsidiaries of 888 Holdings Plc:

			PERCENTAGE
			OF EQUITY
NAME		COUNTRY	INTEREST	NATURE OF BUSINESS
888 (Ireland) Limited		Malta	100%	Holds Irish online betting licence
888	Acquisitions Limited	Gibraltar	100%	Acquisition vehicle for the William Hill purchase
888	Acquisitions LLC	Delaware	100%	Dormant company
888	Atlantic Limited	Gibraltar	100%	Holds an online supplier licence in Michigan
888	Cayman Finance Limited	Cayman Islands	98.6%	Holding company
888	UK Interactive Holdings Limited	United Kingdom	100%	Holding company
888	CZ Limited	Gibraltar	100%	Dormant company
888	Denmark Limited	Malta	100%	Holds Danish online gaming licence
888	France Limited	Malta	100%	Dormant company
888	Germany Limited	Malta	100%	Holds German online gaming licences
888	Italia Ltd	Malta	100%	Holds Italian online gaming licence
888	Liberty Ltd	Gibraltar	100%	Holds Delaware CSIE licence
888	Netherlands Limited	Malta	100%	Netherlands licence application entity, currently dormant
888	Online Games España, S.A.	Ceuta	100%	Holds Spanish online gaming licence
888	Portugal Ltd	Malta	100%	Holds Portuguese online gaming licence
888	Romania Limited	Malta	100%	Holds Romanian online gaming licence
888	Sweden Limited	Malta	100%	Holds Swedish online gaming licence
888	UK Limited	Gibraltar	100%	Holds UK&I Online gaming licence
888	US Holdings Inc.	Delaware	100%	Holding company
888	US Inc.	Delaware	100%	Holding company
888	US Ltd	Gibraltar	100%	Holds Nevada IGSP licence
888	US Services Inc.	Delaware	100%	Employs New Jersey based personnel and hold servers/IT
				equipment in the US.
888	VHL UK Holdings Limited	United Kingdom	100%	Holding company
A.J.Schofield Limited (in liquidation)		United Kingdom		In liquidation
AAPN Holdings LLC		Delaware	100%	Holding company
AAPN New Jersey LLC		New Jersey	100%	Dormant company
Ad-Gency Limited (in liquidation)		Israel		In liquidation
Admar Services (Gibraltar) Limited		Gibraltar	100%	Provide provision of marketing services to other companies
				within the Group.
Admar Services (Malta) Limited		Malta	100%	Provides the provision of marketing services to other
				companies within the Group
Alfabet S.A.S. (sold in year)		Colombia	90%	Colombian operations
Arena Racing Limited		United Kingdom	100%	Dormant company
B.B.O’Connor (Lottery) Limited		Jersey	100%	Dormant company
B.J.O’Connor Holdings Limited		Jersey	100%	Property investment and management
B.J.O’Connor Limited		Jersey	100%	Holds Class 1 bookmakers licence in Jersey.
Baseflame Limited (in liquidation)		United Kingdom		In liquidation
Bradlow Limited		United Kingdom	100%	Dormant company
Brigend Limited		Gibraltar	100%	Dormant company
Brooke Bookmakers Limited		United Kingdom	100%	Dormant company
Camec (Scotland) Limited		United Kingdom	100%	Dormant company
Camec (Southern) Limited		United Kingdom		In liquidation
(in liquidation)
Camec Limited		United Kingdom	100%	Dormant company
Cassava Enterprises (Gibraltar) Ltd		Gibraltar	100%	Dormant company
Cassava Holdings Limited		Antigua &	100%	Dormant company, previously held lease of Antigua offices
		Barbuda
Cellpoint Investments Limited		Cyprus	100%	Dormant company
City Tote Limited (in liquidation)		United Kingdom		In liquidation
Concession Bookmakers Limited (in liquidation)		United Kingdom		In liquidation
Dansk Underholdning Limited		Malta	100%	Dormant company
Deluxe Online Limited (in liquidation)		United Kingdom		In liquidation
Deviceguide Limited		United Kingdom	100%	Dormant company
Dixie Operations Limited		Antigua &	100%	Dormant company
		Barbuda

152

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STRATEGIC REPORT GOVERNANCE

FINANCIAL STATEMENTS SUPPLEMENTARY INFORMATION

33 RELATED UNDERTAKINGS CONTINUED

		PERCENTAGE
		OF EQUITY
NAME	COUNTRY	INTEREST	NATURE OF BUSINESS
Entertainment Ventures Europe 2019	Malta	100%	Dormant company
Limited
Evenmedia Limited (In liquidation)	United Kingdom		In liquidation
Evoke Gaming Ltd	Malta	100%	Operates remote gaming licences
Fordart Limited	Gibraltar	100%	Enters into B2B contracts pursuant to Gibraltar licence and
			general commercial business activities
Fred Parkinson Management Limited	United Kingdom	100%	Dormant company
Gaming Ventures Europe 2019 Limited	Malta	100%	Dormant company
Gisland Limited	Gibraltar	100%	Payment transmission services
Goodfigure Limited (in liquidation)	United Kingdom		In liquidation
Grand Parade Limited	United Kingdom	100%	Contract software development
Grand Parade Sp. z o.o.	Poland	100%	Software writing and maintenance and project
			management
Green Gaming Group PLC	Malta	100%	Holding company
GUS Carter (Cash) Limited	United Kingdom	100%	Dormant company
GUS Carter Limited	United Kingdom	100%	Dormant company
Ivy Lodge Limited	Guernsey	100%	Property holding company
James Lane (Bookmaker) Limited	United Kingdom	100%	Dormant company
James Lane (Turf Accountants) Limited	United Kingdom	100%	Dormant company
James Lane Group Limited	United Kingdom	100%	Dormant company
Laystall Limited	United Kingdom	100%	Dormant company
Live 5 Holdings Limited	United Kingdom	100%	Holding company
Live 5 Limited	United Kingdom	100%	Games studio. Licensed and regulated entity
			by the GB Gambling Commission
Matsbest Limited	United Kingdom	100%	Dormant company
Matsgood Limited	United Kingdom	100%	Dormant company
Mr Green & CO AB	Sweden	100%	Dormant company
Mr Green & Co Optionsbarare AB	Sweden	100%	Dormant company
Mr Green Consultancy Services Ltd.	United Kingdom	100%	Dormant company
Mr Green Consulting AB	Sweden	100%	Dormant company
Mr Green Limited	Malta	100%	Holds online gaming licence
MRG IP Limited	Malta	100%	Holds certain IP for the Group
MRG Spain PLC	Malta	100%	Holds a licence in Spain
New Wave Virtual Ventures	Gibraltar	100%	Holds mobile gaming applications
Nimverge Tech India Private Limited	India	100%	Dormant company – assets sold in year
Online Entertainment Limited	Gibraltar	100%	Held domains, presently dormant
Phonethread Limited	United Kingdom	100%	Dormant company
Random Logic Limited	Israel	100%	Research, development and marketing service company
Random Logic Ventures Limited	Israel	100%	Holding company
Regency Bookmakers (Midlands) Limited	United Kingdom	100%	Dormant company
Selwyn Demmy (Racing) Limited	United Kingdom	100%	Dormant company
SIA Mr Green Latvia (sold in year)	Latvia	100%	Gaming entity regulated by the Latvian regulator and
			servicing the Latvian (Mr Green) market
Sparkware Technologies SRL	Romania	100%	Software development
Spectate Limited	Ireland	100%	Research & development centre in Ireland and holds
			Romania and Michigan gaming licences
St James Place Limited	Guernsey	100%	Property holding company.
T H Jennings (Harlow Pools) Limited	United Kingdom	100%	Dormant company
Trackcycle Limited	United Kingdom	100%	Dormant company
VDSL (International) Limited	Gibraltar	100%	Operator of the gaming sites pursuant to Virtual Global
			Digital Services Limited’s Gibraltar licence for Canadian
			customers
VHL America, LLC	Delaware	95%	Holding company for US B2C
VHL Colorado, LLC	Colorado	100%	Holds Colorado online gaming licence
VHL Financing (Malta) Limited	Malta	100%	Dormant company
VHL Financing Limited	Gibraltar	100%	Holding company
VHL Indiana, LLC	Indianapolis	100%	Dormant company
VHL Iowa, LLC	Iowa	100%	Dormant company

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2023

ANNUAL REPORT & ACCOUNTS 2023

153

		PERCENTAGE
		OF EQUITY
NAME	COUNTRY	INTEREST	NATURE OF BUSINESS
VHL Louisiana, LLC	Louisiana	100%	Dormant company
VHL Maryland, LLC	Maryland	90%	Provides lottery services and holds a gaming licence in
			Maryland
VHL Massachusetts LLC	Massachusetts	100%	Dormant company
VHL Michigan, LLC	Michigan	100%	Holds online gaming and sports wagering licences in
			Michigan
VHL Missouri, LLC	Missouri	100%	Dormant company
VHL New Jersey	New Jersey	100%	Holds New Jersey online gaming licence
VHL Ohio, LLC	Ohio	100%	Dormant company
VHL Ontario Limited	Gibraltar	100%	Holds Ontario online gaming licence
VHL Virginia, LLC	Virginia	90%	Holds Virginia online gaming licence
Vickers Bookmakers Limited (in liquidation)	United Kingdom		In liquidation
Virtual Digital Services Limited	Malta	100%	Holds gaming licence
Virtual Emerging Entertainment Limited	Gibraltar	100%	Licensing of brands for emerging markets
Virtual Global Digital Services Limited	Gibraltar	100%	Holds Gibraltar gaming licence
Virtual Internet Services Latam S.L.U.	Ceuta	100%	Dormant company
(Dissolved in year)
Virtual Internet Services Limited	Gibraltar	100%	Procurement of internet and bandwidth services for the
			Group, holds Gibraltar office lease and employs Gibraltar
			personnel
Virtual IP Assets Limited	Antigua &	100%	IP company
	Barbuda
Virtual Marketing Services	Gibraltar	100%	Group marketing acquisition company
(Gibraltar) Limited
Virtual Marketing Services	Ireland	100%	Marketing and other services company
(Ireland) Limited
Virtual Marketing Services (UK) Limited	England & Wales	100%	Marketing and other services company
Virtual Share Services Limited	Gibraltar	100%	Holding of shares to satisfy vesting of equity awards
Vynplex Limited (In liquidation)	United Kingdom		In liquidation
WHG (International) Limited	Gibraltar	100%	Holds gaming licence and operates UK sports betting
			activity
WHG (Malta) Limited	Malta	100%	Dormant and non-trading company. Denmark licence
			applicant
WHG Customer Services Philippines, INC	Philippines	100%	Operating entity of Philippines shared service centre
WHG IP Licensing Limited	Gibraltar	100%	Dormant company
WHG ITALIA SrL	Italy	100%	Payroll-related expenses of employees in Italy
			Trading entity that receives income
			via intercompany recharge
WHG Online Marketing Spain S.A.	Spain	100%	Provision of marketing services to other Group companies
WHG Services (Bulgaria) Limited EOOD	Bulgaria	100%	The provision of consulting and technical support
WHG Services (Philippines) Limited	Gibraltar	100%	Dormant company
WHG Services Limited	United Kingdom	100%	Providing technical development services for online
			business
WHG Spain PLC	Malta	100%	Operates a Spanish remote gaming licence.
WHG Trading Limited	Gibraltar	100%	Dormant company
Will Hill Limited	United Kingdom	100%	Holding company
William Hill (Alba) Limited	United Kingdom	100%	Dormant company
William Hill (Caledonian) Limited	United Kingdom	100%	Dormant company
William Hill (Course) Limited (in liquidation)	United Kingdom		In liquidation
William Hill (Edgeware Road) Limited	United Kingdom	100%	Dormant company
William Hill (Effects) Limited	United Kingdom	100%	Dormant company
William Hill (Essex) Limited	United Kingdom	100%	Dormant company
William Hill (Football) Limited	United Kingdom	100%	Dormant company
William Hill (Goods) Limited	United Kingdom	100%	Dormant company
William Hill (IOM) No. 3 Limited	Isle of Man	100%	Dormant company
William Hill (London) Limited	United Kingdom	100%	Dormant company
William Hill (Malta) Limited	Malta	100%	Dormant company

33 RELATED UNDERTAKINGS CONTINUED

154

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STRATEGIC REPORT GOVERNANCE

FINANCIAL STATEMENTS SUPPLEMENTARY INFORMATION

		PERCENTAGE
		OF EQUITY
NAME	COUNTRY	INTEREST	NATURE OF BUSINESS
William Hill (Midlands) Limited	United Kingdom	100%	Dormant company
William Hill (North Eastern) Limited	United Kingdom	100%	Dormant company
William Hill (North Western) Limited	United Kingdom	100%	Dormant company
William Hill (Northern) Limited	United Kingdom		In liquidation
(in liquidation)
William Hill (Products) Limited (in liquidation)	United Kingdom		In liquidation
William Hill (Resources) Limited	United Kingdom	100%	Dormant company
William Hill (Scotland) Limited	United Kingdom	100%	Dormant company
William Hill (Southern) Limited	United Kingdom	100%	Dormant company
William Hill (Strathclyde) Limited (in liquidation)	United Kingdom		In liquidation
William Hill (Supplies) Limited (in liquidation)	United Kingdom		In liquidation
William Hill (Wares) Limited	United Kingdom	100%	Dormant company
William Hill (Western) Limited	United Kingdom	100%	Dormant company
William Hill Bookmakers (Ireland) Limited	Ireland	100%	Dormant company
William Hill Call Centre Limited	Ireland	100%	Dormant company
William Hill Cayman Holdings Limited	Cayman Islands	100%	Holding company
William Hill Credit Limited	United Kingdom	100%	Dormant company
William Hill Employee Shares Trustee	United Kingdom	100%	Dormant company
Limited
William Hill Finance Limited	United Kingdom	100%	Holding company
William Hill Gametek AB	Sweden	100%	Provides technical and support services
William Hill Global PLC	Malta	100%	Holds sports and gaming licence in Malta
William Hill Holdings Limited	United Kingdom	100%	Holding company
William Hill Investments Limited	United Kingdom	100%	Holding company
William Hill Latvia SIA (sold in year)	Latvia	90%	Main licence holder in Latvia.
William Hill Limited	United Kingdom	100%	Previously listed WH Group operating company
William Hill Malta PLC	Malta	100%	Holds gaming licence for Malta, Italy and Ireland
William Hill Offshore Limited	Ireland	100%	Dormant company
William Hill Organization Limited	United Kingdom	100%	Operation of Licensed Betting Offices (LBOs), and main UK
			employing entity
William Hill Steeplechase Limited	Gibraltar	100%	Dormant company
William Hill Trustee Limited	United Kingdom	100%	Acting as Trustee to the William Hill Pension Scheme
Willstan Properties Limited	United Kingdom	100%	Property investment and management in Northern Ireland
Willstan Racing (Ireland) Limited	Ireland	100%	Dormant company
Willstan Racing Holdings Limited	United Kingdom	100%	Dormant company
Willstan Racing Limited	United Kingdom	100%	Dormant company
Windsors (Sporting Investments) Limited	United Kingdom	100%	Dormant company
Wise Entertainment DK ApS	Denmark	100%	In liquidation
Wizard’s Hat Limited	Malta	100%	Dormant company

33 RELATED UNDERTAKINGS CONTINUED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2023

ANNUAL REPORT & ACCOUNTS 2023

155

APPENDIX 1 — ALTERNATIVE PERFORMANCE MEASURES

In reporting financial information, the Board uses various alternative performance measures (APMs) which it believes provide useful

additional information for understanding the financial performance and financial health of the Group. These APMs should be considered

in addition to IFRS measures and are not intended to be a substitute for them. Since IFRS does not define APMs, they may not be directly

comparable to similar measures used by other companies.

The Board uses APMs to improve the comparability of information between reporting periods by adjusting for non-recurring or

uncontrollable factors which affect IFRS measures, to aid users in understanding the Group’s performance.

Consequently, the Board and management use APMs for performance analysis, planning, reporting and incentive-setting.

APM

CLOSEST EQUIVALENT

IFRS MEASURE DEFINITION/PURPOSE RECONCILIATION/CALCULATION

ADJUSTED EBITDA Operating profit/loss Adjusted EBITDA is defined as operating

profit or loss excluding share benefit

charges, foreign exchange, depreciation

and amortisation, fair value gains and

any exceptional items which are typically

non-recurring in nature.

A reconciliation of this measure is

provided on the face of the Consolidated

Income Statement.

ADJUSTED EBITDA

MARGIN

No direct equivalent Adjusted EBITDA margin is defined as

adjusted EBITDA divided by revenue. It is

a measure of the business’s profitability,

and also measures how much revenue

the business converts into underlying

profitability. Improving adjusted EBITDA

margin is a key strategic priority for the

business.

See note A.

ADJUSTED EPS Earnings per share Adjusted EPS represents basic and

diluted EPS based on adjusted profit

before tax.

Reconciliations of these measures are

provided in note 10 of the financial

statements.

ADJUSTED PROFIT

AFTER TAX

Profit after tax Adjusted profit after tax is defined as

profit after tax before amortisation of

acquired intangibles and finance fees,

foreign exchange, share benefit charges,

exceptional items and tax on exceptional

items.

A reconciliation of this measure is

disclosed in note 10 of the financial

statements.

EXCEPTIONAL

AND ADJUSTED

ITEMS

No direct equivalent Exceptional items are those items the

Directors consider to be one-off or

material in nature that should be brought

to the reader’s attention in understanding

the Group’s financial performance.

Adjusted items are recurring items that

are excluded from internal measures

of underlying performance, and which

are not considered by the Directors

to be exceptional. This relates to the

amortisation of specific intangible

assets recognised in acquisitions, foreign

exchange and share benefit charges.

Exceptional items and adjusted items are

included on the face of the Consolidated

Income Statement with further detail

provided in note 3 of the financial

statements.

EFFECTIVE TAX

RATE

Income tax expense This measure is the tax charge for the

year expressed as a percentage of profit

before tax.

Effective tax rate is disclosed in note 9 of

the financial statements.

156

888 HOLDINGS PLC

STRATEGIC REPORT GOVERNANCE

FINANCIAL STATEMENTS SUPPLEMENTARY INFORMATION

APM

CLOSEST EQUIVALENT

IFRS MEASURE DEFINITION/PURPOSE RECONCILIATION/CALCULATION

ADJUSTED

EFFECTIVE TAX

RATE

No direct equivalent This measure is the tax charge for the

year as a percentage of profit before

tax adjusted for the items disclosed in

adjusted profit after tax above.

Adjusted effective tax rate is disclosed in

note 9 of the financial statements.

LEVERAGE RATIO No direct equivalent Leverage ratio is calculated as net

debt divided by the previous 12-months

adjusted pro forma EBITDA. Net debt

comprises the principal outstanding

balance of borrowings, accrued

interest on those borrowings and lease

liabilities less cash and cash equivalents

(excluding customer deposits).

See note B.

PRO FORMA

REVENUE AND

PRO FORMA

ADJUSTED EBITDA

No direct equivalent Pro forma metrics, which are unaudited,

reflect the results as if 888 had owned

William Hill for each of the periods and

excludes the results of the 888 Bingo

business for all periods. This enables

measurement of the performance of the

divisions on a comparable year-on-year

basis.

Reconciled on page 25 of Annual Report.

NOTE A

Retail

£m

UK&I Online

£m

International

£m

Other

£m

Corporate

£m

Total

£m

2023

External revenue from continuing businesses 535.0 658.5 517.4 — — 1,710.9

Adjusted EBITDA 98.9 152.3 99.4 — (42.3) 308.3

Adjusted EBITDA margin % 18.5% 23.1% 19.2% — N/A 18.0%

2022

External revenue from continuing businesses 255.5 455.5 508.3 19.5 — 1,238.8

Adjusted EBITDA 41.2 61.6 118.3 1.7 (4.9) 217.9

Adjusted EBITDA margin % 16.1% 13.5% 23.3% 8.7% N/A 17.6%

NOTE B

2023

£m

2022

£m

Borrowings (1,661.1) (1,702.3)

Add back loan transaction fees (96.6) (112.7)

Gross borrowings (1,757.7) (1,815.0)

Lease liability (87.6) (89.0)

Cash (excluding customer balances) 128.4 176.3

Net debt (1,716.9) (1,727.7)

Adjusted EBITDA 308.3 310.6

Financial leverage ratio 5.6 5.6

APPENDIX 1 — ALTERNATIVE PERFORMANCE MEASURES CONTINUED

ANNUAL REPORT & ACCOUNTS 2023

157

COMPANY BALANCE SHEET

At 31 December 2023

Note

2023

£m

2022

£m

Assets

Non-current assets

Investments in subsidiaries 2 39.6 48.8

Loan to subsidiaries 170.9 163.9

Amounts due from related parties — 112.9

210.5 325.6

Current assets

Trade and other receivables 3 16.3 18.0

Corporate tax assets 0.7 —

Amounts due from related parties 130.2 —

147.2 18.0

Total assets 357.7 343.6

Equity and liabilities

Equity

Share capital 4 2.2 2.2

Share premium 4 160.7 160.7

Treasury shares 4 (0.6) (0.9)

Retained earnings

86.5 90.6

Total equity 248.8 252.6

Liabilities

Current liabilities

Trade and other payables 5 5.8 2.3

Income tax payable — 0.5

Loan payable to subsidiaries 8 20.2 —

Amounts due to related parties 82.8 67.8

108.9 70.6

Non-current liabilities

Loan payable to subsidiaries 8 — 20.4

— 20.4

Total liabilities 108.9 91.0

Total equity and liabilities 357.7 343.6

1. Includes net loss of the Company for the year ended 31 December 2023 of £3.3m (31 December 2022: £2.7m).

The financial statements on pages 157 to 159 were approved and authorised for issue by the Board of Directors on 26 March 2024 and were

signed on its behalf by:

PER WIDERSTRÖ

M SEAN WILKINS

Chief Executive Officer Chief Financial Officer

The notes on pages 160 to 162 form part of these financial statements.

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STRATEGIC REPORT GOVERNANCE

FINANCIAL STATEMENTS SUPPLEMENTARY INFORMATION

COMPANY STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2023

capital

£m

premium

£m

Treasury

£m

Retained

earnings

£m

Total

£m

Balance at 1 January 2022 1.9 2.5 (0.9) 85.4 88.9

Loss for the year — — — (0.9) (0.9)

Issue of shares 0.3 158.2 — — 158.5

Acquisition of treasury shares — — (0.7) — (0.7)

Exercise of deferred share bonus plan — — 0.7 (0.7) —

Equity-settled share benefit charges (note 8) — — — 6.8 6.8

Balance at 31 December 2022 2.2 160.7 (0.9) 90.6 252.6

Loss for the year — — — (3.3) (3.3)

Vesting on deferred share bonus plan — — 0.3 (0.3) —

Equity-settled share benefit credits (note 8) — — — (0.5) (0.5)

Balance at 31 December 2023 2.2 160.7 (0.6) 86.5 248.8

The following describes the nature and purpose of each reserve within equity.

Share capital —represents the nominal value of shares allotted, called-up and fully paid for.

Share premium —represents the amount subscribed for share capital in excess of nominal value.

Treasury shares —represent reacquired own equity instruments. Treasury shares are recognised at cost and deducted from equity.

Retained earnings —represents the cumulative net gains and losses recognised in the parent company Statement of Comprehensive

Income and other transactions with equity holders

The notes on pages 160 to 162 form part of these financial statements

ANNUAL REPORT & ACCOUNTS 2023

159

COMPANY STATEMENT OF CASH FLOWS

For the year ended 31 December 2023

Note

2023

£m

2022

£m

Cash flows from operating activities:

Loss before tax (4.5) (2.0)

Adjustments for:

Interest on loans to subsidiaries (7.0) (5.4)

Interest on loans from subsidiaries (0.3) —

Impairment of investment 8.6 —

Cash used in operating activities before working capital movement (3.2) (7.4)

Movements in working capital

Increase in amounts owed by subsidiaries 3, 5 (9.1) (34.5)

Increase in amounts owed to subsidiaries — 67.8

Decrease/(increase) in other receivables 3 1.0 (10.5)

Increase/(decrease) in trade and other payables 5 4.1 (2.7)

Net cash (used in)/generated from operating activities (7.2) 20.1

Cash flows from investing activities

Loan to subsidiaries — (163.9)

Dividends received 8 (8.0) —

Net cash generated from investing activities (8.0) (163.9)

Cash flows from financing activities:

Issue of shares 4 — 158.5

Acquisition of treasury shares 4 — (0.7)

Repayment of loans to subsidiaries — (6.6)

Dividends paid 8 15.2 —

Net cash generated from financing activities 15.2 151.2

Net increase/(decrease) in cash and cash equivalents — —

Cash and cash equivalents at the beginning of the year — —

Cash and cash equivalents at the end of the year — —

The notes on pages 160 to 162 form part of these financial statements.

160

888 HOLDINGS PLC

STRATEGIC REPORT GOVERNANCE

FINANCIAL STATEMENTS SUPPLEMENTARY INFORMATION

NOTES TO THE COMPANY FINANCIAL STATEMENTS

For the year ended 31 December 2023

1 GENERAL INFORMATION AND ACCOUNTING POLICIES

A description of the Company, its activities and definitions are included in note 1 to the consolidated financial statements.

The Company’s financial statements have been prepared in accordance with UK adopted international accounting standards in

accordance with the requirements of the Gibraltar Companies Act 2014. The Company has taken advantage of the exemption to not

prepare an income statement. The financial statements have been prepared on a historical cost basis, except where certain assets or

liabilities are held at amortised cost or at fair value as described in the Company’s accounting policies.

All values are rounded to the closest hundred thousand, except when otherwise indicated.

The significant accounting policies applied in the financial statements in the prior year have been applied consistently in these financial

statements, except for the amendments to accounting standards effective for the annual periods beginning on 1 January 2023 and

representation of expenses analysis in the income statement. These are described in more detail in note 1 to the consolidated financial

statements.

Investment in subsidiaries

The Company’s investments in subsidiaries are carried at cost less provisions resulting from impairment.

Share-based payments

The financial effect of awards by the Company of options over its equity shares to employees of subsidiary undertakings is recognised by

the Company in its individual financial statements as an adjustment to its investment in subsidiaries with an opposite adjustment to equity.

The subsidiary, in turn, will recognise the IFRS 2 adjustment in its income statement with a credit (debit) to equity to reflect the deemed

capital contribution from (dividend to) the Company.

Key accounting estimates – impairment testing of investments in and amounts due from subsidiaries

The Company’s investments in and amounts due from subsidiaries have been tested for impairment by comparison against the value in use

for those entities. The key assumptions used in the model are consistent with those disclosed for the Group.

2 INVESTMENTS IN SUBSIDIARIES

The Company’s principal subsidiaries are listed in note 33 to the consolidated financial statements. In the Company’s financial statements,

investments in subsidiaries are held at cost less provision for any impairment. The Group applies IFRS 2 'Share-based Payment'.

Consequently, the Company recognises as a cost of investment the value of its own shares that it makes available for the purpose of

granting share options to employees or contractors of its subsidiaries. The net movement in investment in subsidiaries during the year was

£9.2m (2022: £8.1m). Included within this were share-based payment charges of £0.5m in 2023 (2022: £3.3m), which is net of £nil intragroup

recharges related to share-based payment schemes (2022: £nil) as well as an impairment of the investment of 888 US Inc of £8.7m. The

Company made no capital contributions during the year (2022: £nil) in respect of incorporation of new subsidiaries.

ANNUAL REPORT & ACCOUNTS 2023

161

3 TRADE AND OTHER RECEIVABLES

2023

£m

2022

£m

Other receivables and prepayments 0.9 1.9

Restricted short-term deposits 15.4 16.1

16.3 18.0

The carrying value of trade and other receivables approximates to their fair value. An expected credit loss assessment for material

balances has been performed. None of the balances included within trade and other receivables are past due and no material expected

credit loss provision is required in either year.

4 SHARE CAPITAL

The disclosures in note 27 to the consolidated financial statements are consistent with those for the Company, including capital

management in note 24 to the consolidated financial statements.

5 TRADE AND OTHER PAYABLES

2023

£m

2022

£m

Trade payables — 0.1

Other payables and accrued expenses 5.8 2.2

5.8 2.3

The carrying value of trade and other payables approximates to their fair value. All balances included within trade and other payables are

repayable on demand.

6 FINANCIAL RISK MANAGEMENT

To the extent relevant to the Company’s financial assets and liabilities (see notes 3 and 5), the Company’s financial risk management

objectives and policies are consistent with those of the Group as disclosed in note 24 to the consolidated financial statements.

Interest-bearing loans and borrowings are disclosed in note 23 to the consolidated financial statements.

7 SHARE BENEFIT CHARGES

The disclosures in note 28 to the consolidated financial statements are consistent with those for the Company except that the charge for

the year is partly taken to investment in subsidiaries, as set out in note 2.

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STRATEGIC REPORT GOVERNANCE

FINANCIAL STATEMENTS SUPPLEMENTARY INFORMATION

8 RELATED PARTY TRANSACTIONS

The aggregate amounts payable to key management personnel, considered to be the Directors of the Company, as well as their share

benefit charges are detailed in note 30 to the consolidated financial statements.

During the year, the Company did not pay dividends to its shareholders (2022: £nil) (see note 11 to the consolidated financial statements).

During the year, the Company did not receive any dividends from its subsidiaries (2022: £nil).

During the year, share benefit credits in respect of options and shares of the Company awarded to employees of subsidiaries totalled £1.5m

(2022: charges of £6.8m). During the year, the Company did not charge its subsidiaries for the cost of awards (2022: £nil).

During the year, the Company has not repaid its subsidiaries (2022: £6.2m) and recorded £0.8m (2022: £0.8m) interest expenses in respect

of the loan which were recharged to other Group entities.

At 31 December 2023, the amounts owed by subsidiaries to the Company were £301.1m (2022: £276.8m).

The Company has a loan receivable with its subsidiary, Gisland Limited. The balance of this loan at 31 December 2023 is £170.9m

(31 December 2022: £163.9m). This loan accrues interest at a rate of 4.4% which the Company recognises as interest income. This loan

is not repayable on demand and has no fixed date of settlement; it is therefore classified as a non-current asset.

The Company has a loan payable to its subsidiary, Random Logic Limited. The balance of this loan at 31 December 2023 is £20.2m

(31 December 2022: £20.4m). This loan accrues interest at a rate of 4.4% which the Company recognises as interest expense. This loan

is classified as a current liability given it falls due in March 2024.

9 DEFERRED TAXES

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for

financial reporting purposes and the amounts used for income tax purposes. Following a change in the Company’s tax residence to the

United Kingdom, deferred tax is recognised at the UK tax rate. As at 31 December 2023, the Company has a deferred tax liability of £nil

(2022: £nil) partially offset by a deferred tax asset of £nil (2022: £nil).

NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2023

ANNUAL REPORT & ACCOUNTS 2023

163

This report provides our climate-related disclosures in line with the TCFD’s

recommendations. A summary of the climate-related financial disclosures has been

integrated into the ESG section of the Annual Report on page 20. We continue to invest

in our approach to climate reporting and will continue to evolve our processes and

disclosures over time.

GOVERNANCE

We have an established system of ESG governance agreed with the Board, which is embedded throughout the business proportionate

to the nature, scale, and complexity of our operations.

BOARD OVERSIGHT OF CLIMATE-RELATED RISKS AND OPPORTUNITIES

The Board provides oversight of our climate-related risks and opportunities supported by the executive committees and management.

Board oversight of climate-related risks and opportunities.

ESG GOVERNANCE

BOARD OF DIRECTORS The Board is accountable for all climate-related risks and opportunities impacting the Group and for

the net zero targets set. In October 2023, Anne De Kerckhove was appointed to be the Chair of the

ESG Committee. An ESG update is a standing agenda item at every Board meeting. In 2023, the Board

considered the overall ESG strategy, the global safer gambling strategy and received training around

problem gambling and gambling disorder. The Board receives updates on climate issues from the ESG

Committee of the Board via the Chair, supported by the Chief Strategy Officer and Chief Risk Officer.

ESG COMMITTEE

OF THE BOARD

In 2023, the ESG Committee of the Board continued to evolve and now comprises the Chair, Anne de

Kerckhove, alongside Non-Executive Directors, Mark Summerfield and Ori Shaked.

The ESG Committee of the Board has oversight of all ESG matters including strategy; targets and key

performance indicators; budgets; capex; and setting performance objectives. Materiality is the threshold

at which ESG issues become sufficiently important to 888’s investors and other stakeholders that they

should be publicly reported and includes anything that is materially different from expectations and

requires a significant change in strategy or creates a material change in financial results or position. The

threshold of materiality for ESG issues is continually assessed by the ESG Committee of the Board as

stakeholders’ needs evolve over time.

The Chief Risk Officer, who leads the Risk and Sustainability Committee, and the Chief Strategy

Officer provide updates to the ESG Committee of the Board at every Board meeting. In 2023, the ESG

Committee of the Board met at least three times to discuss Safer Gambling strategy, net zero strategy,

community engagement and charity support. Safer gambling strategy and plans were presented to the

ESG Committee of the Board in July 2023. Climate-related plans were also considered as the business

works to define a detailed transition plan, consistent data across the enlarged Group and potentially

agree a science-basted target.

TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES (TCFD) REPORT

164

888 HOLDINGS PLC

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS

SUPPLEMENTARY INFORMATION

WHO OWNS OUR RELATED RISKS AND OPPORTUNITIES?

Our executive team is responsible for managing climate-related risks and opportunities on a day-to-day basis. Our ESG governance

structure looks like this:

Our ESG governance organogram

BOARD CHAIRMAN AND CHAIR OF THE ESG COMMITTEE OF THE BOARD

ESG COMMITTEE OF THE BOARD

RISK AND SUSTAINABILITY COMMITTEE

ESG FORUM (ESG DIRECTOR)

ESG TEAM

BUSINESS FUNCTIONS

CHIEF RISK OFFICER

COMPANY SECRETARY

EXTERNAL RISK CONSULTANTS

Chief Procurement Officer

Corporate Affairs

Chief Strategy Officer

Chief People Officer

Safer Gambling Teams

KEY

Advise, escalate, report

Delegates

Oversight and challenge

Information sharing

Group governance

ESG governance

Business functions

External advisors

WHO DOES WHAT ACROSS OUR ESG GOVERNANCE STRUCTURE?

ESG GOVERNANCE

RISK AND

SUSTAINABILITY

COMMITTEE

The Risk and Sustainability Committee is a monthly executive management committee, which provides

oversight to support the ESG Committee of the Board in managing risks to our long-term strategic

objectives. The committee will monitor the Group’s performance against the Board’s risk appetite, review

the effectiveness of the risk management framework and ensure risk management decisions are aligned

to long-term goals (see the terms of reference available on 888’s corporate website). The Risk and

Sustainability Committee is chaired by the Chief Risk Officer, who owns the Group Risk Register. The Chief

Risk Officer reports to the ESG Committee of the Board at regular intervals.

ESG FORUM The ESG and Sustainability Director leads the ESG Forum, a cross-functional forum which implements the

Group’s ESG strategy, including representatives from Procurement, Strategy, People, Corporate Affairs and

Compliance. The ESG Forum serves as a medium through which ESG issues (including climate) can be

managed and escalated to the Risk and Sustainability Committee by the ESG and Sustainability Director.

From its formation, the ESG Forum met monthly to discuss ESG issues, progress against targets

and updates on current and planned initiatives. The environmental data is tracked internally using

a dashboard (Normative) to assess progress against climate goals. In 2023 work was started to

amalgamate data sources with Normative selected as the preferred partner to host the Group’s data.

THE GROUP’S

FUNCTIONS

Our Procurement team, led by the Chief Procurement Officer, has ownership of all environmental issues.

Specifically, Procurement owns Scope 1, 2 and 3 GHG emissions and works to develop the strategies for

driving-down total GHG emissions across the business in partnership with the ESG and Sustainability

Director and the wider business. Procurement lead on our encompassing best practice in monitoring and

ultimately driving down emissions both in the Group and the supply chain.

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FUTURE PRIORITIES

In 2024, we will continue to evolve our climate strategy across the business:

• the ESG Committee of the Board receiving more regular updates from management on climate;

• continue to evolve the transition plan to net zero across scope 1, 2 and 3 off the back of completing the data re-baselining exercise

• build on previous good work around our UK retail estate to reduce energy usage

• explore renewable energy provision across our international offices

• examine potential efficiencies across our technology stack, particularly around data server usage

• engage with our suppliers to work to establish their transition plans and reduce our scope 3 emissions

STRATEGY

As part of our ESG strategy, Players, People and Planet, we have put the fight against climate change at the heart of our plan. We are

committed to transitioning our business model to one that aligns with a 1.5°C world and a net zero carbon economy and have developed a

transition plan that we continue to build on. Our strategic response focuses on the associated transition and physical climate-related risks

and opportunities which are material to our business.

OUR TRANSITION PLAN

We recognise that our business, like all businesses, needs to evolve and we are committed to contributing to the global economy’s transition

to a low carbon reality. Building on previous work, we set ambitious targets of being net zero by 2030 (Scope 1 and 2 emissions) and

across our value chain by 2035 (Scope 3 emissions). These targets are integrated into the strategy, with four priority actions covering

our operations and the wider value chain. We believe that early action to drive aggressive reductions in emissions will lead to a more

competitive business overall. We want to drive ambitious change and proactively manage our climate-related risks, and we therefore

committed to meeting net zero by 2035, which is 15 years earlier than the UK government’s mandated goal to be net zero by 2050.

In our previous Zero Carbon Report published last year we updated on our progress along the pathway to reach net zero emissions. It

also outlines the development of a transition plan aligned to our business model with a world in which the global average temperature

is allowed to rise by no more than 1.5°C above pre-industrial levels. We acknowledge that in 2022 the UK Transition Plan Taskforce (TPT)

developed a sector neutral framework for transition plan disclosures. We may in future years consider aligning our disclosures with the

TPT’s guidance for transition plans in future iterations of its plan. We achieved our main goal in 2023 of completing our re-baselining

exercise across the legacy William Hill and 888 businesses. This saw us move to use the data platform, Normative, advancing our climate

data and understanding as a result. In 2024 we may review our climate goals and transition plan as we now better understand our total

carbon footprint across our entire value chain. As part of our re-baselining work some of our previously declared emissions changed due to

methodological differences; we will discuss this in more detail later in the report.

We are ambitious in our desire to accelerate the transition to a carbon-free economy. We remain committed to accelerating this work and

our targets are:

• Carbon neutral across across scope 1 and 2 emissions by 2030.

• Fully net zero across all our value chain, including scope 3 by 2035.

Having completed our re-baselining work in 2023, all reporting in subsequent years will utilise 2023 as the baseline for reporting.

CLIMATE-RELATED SCENARIO ANALYSIS

In 2022, the Group conducted qualitative scenario analysis for the first time to inform its climate strategy and risk management, and

climate has been included in the Group Risk Register for the first time for monitoring by the Board. In 2024 we will explore reviewing and

updating the scenario analysis, consider double materiality and examine other ESG risks that may be cause for concern for the business.

CLIMATE-RELATED RISKS AND OPPORTUNITIES IDENTIFIED OVER THE SHORT, MEDIUM AND LONG TERM

Due to the inherent uncertainty and pervasive nature of the risks associated with climate change, the Group modelled multiple time

horizons and performed scenario analysis under three climate scenarios to assess its exposure to physical and transition risks up to 2100.

The following expected timescales for impact were selected:

SHORT-, MEDIUM- & LONG-TERM TIME HORIZONS

2023

2025

2026

2100

Short-term

Medium-term

Long-term

These time horizons were chosen with the understanding that climate-related issues tend to manifest over the long term but medium- and

short-term implications may also be seen.

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SUPPLEMENTARY INFORMATION

CLIMATE SCENARIOS

In the exercise, management chose to model three climate scenarios (including a 2°C or lower scenario as recommended by the TCFD) to

ensure that a range of different climate transition pathways was represented.

Climate-related scenarios used in the scenario analysis and sources

Graph showing climate scenarios and transitional and physical impacts.

Below is a high level overview of the key features of each warming scenario.

OVERVIEW PHYSICAL ASPECTS TRANSITIONAL ASPECTS

EARLY ACTION

(1.5°C - 2.0°C)

• SSP1-2.6.

• Net-zero emissions

expected from 2050

onwards.

• Warming stays well

below 2°C by 2100,

with the aim of

staying within the

1.5°C threshold.

• Increase in the intensity and frequency

of extreme weather events.

• Manageable changes across most

regions.

• Shifts in agriculture practices may be

observed.

• Implement policy changes to limit

warming to below 1.5°C.

• Rapid decarbonisation of infrastructure

and technology is implemented in high

emitting sectors.

• Common use of fossil fuels is ruled out

with extremely limited use by 2040.

LIMITED

ACTION

(2.0°C - 3.0°C)

• SSP2-4.5

• Emissions expected

to peak by 2050

but do not reach net

zero by 2100.

• Warming is

estimated to be

around 2.7°C by

2100.

• Aligns with the more

ambitious pledges

made under the

Paris agreement.

• Further increased intensity and

frequency of extreme weather events.

• In some global regions conditions are

unmanageable under extreme physical

conditions.

• Considerable ecological impacts

expected.

• Shifts in agriculture practices observed.

• Low lying regions become vulnerable to

sea-level rise.

• Some new climate policies expected to

be implemented.

• Limited decarbonisation in high

emitting sectors.

• Governmental policies not consistently

aligned to mitigating climate change.

High

No action

(3.0 — 4.0°C)

Limited action

(2.0 — 3.0°C)

Early action

(1.5 — 2.0°C)

Physical risksLow

Low Transitional risks High

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OVERVIEW PHYSICAL ASPECTS TRANSITIONAL ASPECTS

NO ACTION

(3.0°C - 4.0°C)

• SSP3-7.0.

• Emissions continue

to rise and are

expected to double

by 2100.

• Warming is

estimated to be

around 3.6°C by

2100.

• Prolonged, extreme weather conditions.

• Areas uninhabitable.

• Large ecological destruction.

• Climate feedback effects enforce

rapid physical changes and produce

high uncertainty around magnitude of

impacts from feedback.

• Very few climate policies are introduced.

• Emissions are reduced gradually

through efficiencies only.

• Reasonable reliance globally on fossil

fuels.

CLIMATE-RELATED RISKS AND OPPORTUNITIES IDENTIFIED AND RISK MANAGEMENT

A comprehensive list of potential climate-related risks and opportunities was developed and refined during the scenario analysis to focus

on those that could materially impact the Group. The risks and opportunities the Group faces from climate change include not only the

physical aspects but also legal, policy and commercial changes in the global markets in which we operate. To respond to these risks, the

Group will need to take business-wide action and build resilience through mitigation, adaptation, and business continuity planning. We

feel that our response to the COVID-19 pandemic has given us strong learning to utilise in the event of any event requiring serious business

continuity planning.

OUR MATERIAL CLIMATE-RELATED RISKS IDENTIFIED DURING THE SCENARIO ANALYSIS

TRANSITIONAL RISKS PHYSICAL RISKS

MARKET

• Temporary increases to the cost of

living during the transition to low carbon

technologies

ACUTE

PHYSICAL

• Increase in extreme acute weather events

locally and flash flooding events from

increased/prolonged participation

• Increased frequency and intensity of acute

weather events globally

POLICY AND

LEGAL

• Legislation introduced to ban fossil fuel use

for fuel and energy generation and to favour

renewable energy generation

CHRONIC

PHYSICAL

• Coastal flooding driven by sea level rises

REPUTATION

• Market/stakeholder pressure to switch all

sites onto renewable energy to meet pledged

carbon reduction and net zero targets

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SUPPLEMENTARY INFORMATION

The first table below shows the material physical risks and opportunities assessed using climate-related scenario analysis, and the second

table shows the material transition risks and opportunities. We plan to continue to review and develop the comprehensive list of potential

climate-related risks and opportunities as a minimum, on an annual basis, or more frequently in line with any significant changes to climate

science, technology, and legislation.

Material physical climate-related risks and opportunities identified during the scenario analysis

KEY

Low

Medium

High

Very High

< 5 years

5-15 years

15+ years

RISK IMPACT/OPPORTUNITY

CLIMATE

SCENARIO

(°C) MATERIALITY

LIKELIHOOD,

EXPECTED TIMESCALE

FOR IMPACT

MANAGEMENT APPROACH

AND ADAPTIVE CAPACITY

COASTAL

FLOODING

DRIVEN BY SEA

LEVEL RISE

Safety risk to colleagues from

travel and infrastructure flood

damage to offices, LBOs and

employee homes located in

coastal regions. Increase in

costs for building repairs and

reinforcement to mitigate

against future events e.g.,

flood defences and insurance

costs or refused reinsurance

in vulnerable areas.

3-4

Likely

(60%)

Assess sites in coastal

regions through mapping

across retail estate. Where

necessary consideration

will be given to changing

site locations for sites in

flood plains to mitigate this

risk.

Action required in the

medium term

INCREASE

IN EXTREME

ACUTE

WEATHER

EVENTS

LOCALLY E.G.,

HURRICANE

INTENSITY,

FREQUENCY

AND

GEOGRAPHICAL

DISPARITY,

FLASH

FLOODING

EVENTS AS

A RESULT OF

INCREASED/

PROLONGED

PRECIPITATION

Potential disruption to

business services due

to energy supply and

communication services

disruption e.g., telecoms

and phone lines due to

damage. Health and Safety

risk to employees located in

offices, LBOs and homes due

to damage and potential

increase in employee

absence or requirement to

work from home. Increased

overhead costs for building

repairs.

Opportunity: reduce

emissions from commuting

and mitigate employee

absence due to improved

capacity for remote working

3-4

Very likely

(80%)

Ensure Business Continuity

Plans are updated and

tested accordingly for each

office location to ensure

risk is mitigated. Ensure key

staff have ability to work

remotely and from home to

naturally reduce this risk.

Maintain current

processes to manage

risk

2-3

INCREASED

FREQUENCY

AND INTENSITY

OF EXTREME

ACUTE

WEATHER

EVENTS

GLOBALLY

Loss of revenue as a result

of the cancellation or

rescheduling of sporting

events.

3-4

Virtually

certain

(99-

100%)

The business model needs

to pivot accordingly

to any change in

sporting timetable. The

organisation’s ability

to adapt to sporting

disruption has been

demonstrated under other

circumstances such as

COVID-19 and 888 is well

equipped to continue this,

based on lessons already

learned from previous

challenges.

No action required to

manage risk

2-3

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RISK IMPACT/OPPORTUNITY

CLIMATE

SCENARIO

(°C) MATERIALITY

LIKELIHOOD,

EXPECTED TIMESCALE

FOR IMPACT

MANAGEMENT APPROACH

AND ADAPTIVE CAPACITY

TEMPORARY

INCREASES TO

THE COST OF

LIVING

DURING THE

TRANSITION TO

LOW-CARBON

TECHNOLOGIES

Economic constraints mean

customers may have less

disposable income to spend

on leisure and gambling

activities, resulting in a loss

of revenue for the business.

Increased risk of vulnerability

to harmful gambling for

clients in high-risk groups.

1.5-2

Very likely

(80%)

Ongoing review of

economic conditions in

main markets to analyse

effects on customer

disposable income.

Thresholds for spend and

affordability checks to be

reviewed periodically.

Maintain current

processes to manage

risk

2-3

Likely

(60%)

No action required to

manage risk

Demand from employees,

especially those on national

living wages, for increase

to wages due to widescale

increase in cost of living.

1.5-2

Likely

(60%)

Review of retail colleague

pay in line with changing

economic conditions.

Maintain current

processes to manage

risk

Likely

(60%)

2-3

Maintain current

processes to manage

risk

LEGISLATION

INTRODUCED

TO PLACE

A BAN ON

FOSSIL FUEL

USE FOR FUEL

AND ENERGY

GENERATION

AND

INTRODUCTION

OF LEGISLATION

TO FAVOUR

RENEWABLE

ENERGY

GENERATION

Loss of profit, driven by an

increase in overhead energy

costs (commercial and

domestic) and concerns

around energy security

issues (e.g. restricted periods

of energy use/blackouts)

affecting service delivery,

and client access to services,

especially at LBOs.

Opportunity: Long-term

energy security within

localised energy grids from

renewable energy generation,

with the potential to stabilise

market energy prices.

Opportunity to identify peak

times for energy consumption

and aim to reduce this,

saving costs and lowering

the carbon footprint of these

sites.

1.5-2

Very likely

(80%)

Use previous situations

e.g., COVID-19 as a proxy

for modelling potential

impact. Other options to

be reviewed as part of the

Planet pillar of the ESG

framework.

Maintain current

processes to manage

risk

REQUIREMENT

TO SWITCH

ALL SITES

UNDER 888’S

CONTROL ONTO

RENEWABLE

ENERGY DUE

TO MARKET/

STAKEHOLDER

PRESSURE

AND TO MEET

PLEDGED

CARBON

REDUCTION

AND NET ZERO

TARGETS

Transition to green energy for

global sites can be difficult

due to limited infrastructure in

place, and often comes at a

higher overhead cost.

2-3

Very likely

(80%)

Renewable energy is

sourced where possible

globally through power

purchase agreements.

Longer-term strategy to

be reviewed as part of the

Planet pillar of the ESG

framework.

Maintain current

processes to manage

risk

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THE IMPACT OF IDENTIFIED CLIMATE-RELATED RISKS AND OPPORTUNITIES ON OUR BUSINESS

Through wider strategy measures to drive energy efficiency and our transition plan, we have already started to reduce our exposure to

some of the material transition risks.

Overall, our priorities in transitioning to a low-carbon economy are to focus on addressing the identified transitional risks across operations,

reducing our global carbon footprint, assessing the efficiency of resources, and improving the efficiency with which energy is used. A high-

level view of the impact of climate-related issues across our strategy and businesses is provided below. Our senior management will review

the opportunities for mitigating the impacts of the risks identified in the climate-related scenario analysis, particularly those deemed to be

of significant risk.

Summary of the impact of climate-related issues on the Group’s strategy and businesses

CATEGORY IMPACT ON STRATEGY AND BUSINESSES

PRODUCTS AND

SERVICES

We provide entertainment to our customers through a service model, with the majority of our interactions

taking place online. As a result, our core digital product offering has a low environmental impact. We strive

to reduce GHG emissions from our offices, Licensed Betting Offices and data centres; changes to our core

product offering as part of a transition to a low-carbon economy are not being considered. Likewise, we

are not planning any research and development of low-carbon products/services is not currently being

considered. The potential impact on our services is outlined in the scenario results earlier in this chapter

along with the relevant mitigations.

SUPPLY CHAIN AND

VALUE CHAIN

The transition risks identified by the scenario analysis in a low-carbon economy will also be faced by our

business’s supply chain and wider value chain, which may lead to increases in prices and further cost

increases. The importance of the supplier engagement activities and engaging with others in the value

chain is key during the transition and discussed in the transition plan.

OPERATIONS To manage exposure in the 3-4°C scenario where physical risk dominates, our priority is to focus on

actions to preserve the continuity of the business should any of the material physical risks materialise. The

impact on operations and location of facilities will need to be reviewed in response to the coastal flooding

risk identified, and a mapping exercise undertaken to assess this risk and consideration given to changing

site locations if required.

ACQUISITIONS OR

DIVESTMENTS AND

ACCESS TO CAPITAL

The climate-related risks and opportunities identified by the scenario analysis will be considered during

any future acquisitions, divestments, or access to capital decisions made as part of the ESG Committee of

the Board’s overall decision-making process.

We need to undertake further work to fully integrate the outputs of the scenario analysis into the strategy and financial planning cycles

moving forward and develop metrics to monitor climate-related risks and potential financial impacts as required. We may look to disclose

quantitative climate-related scenario analysis outputs in future reporting periods.

THE RESILIENCE OF OUR STRATEGY TO CLIMATE CHANGE CONSIDERING DIFFERENT CLIMATE-RELATED SCENARIOS

The Group’s ESG strategy is validated annually by the Board and periodically by the ESG Committee of the Board to ensure it remains

relevant and resilient to the changing requirements of the sector and the wider climate. Due to the dynamic nature of the economy and

climate change, scenario analysis will be reperformed every three years or after any material business changes, in line with guidance

from the Department for Business, Energy and Industrial Strategy. Elements of the strategy may be refreshed earlier if there are significant

changes in the external or internal environment.

We believe our net zero plan supports the resilience of the business to the varying climate change scenarios considered. We realise we

have more work to do and we need to continue to evolve to meet the recommendations of the TCFD and prepare for other future ESG and

climate-related disclosures.

FUTURE PRIORITIES

In 2024, we may complete the following work on our climate strategy to further enhance and increase the quality of TCFD disclosures:

• Utilise the scenario analysis to inform our strategy and financial planning, including developing detailed assessments of the potential

costs if the risks were to occur.

• Climate change risk mitigation and adaptation strategies will be developed, whilst also considering policies that take advantage of any

opportunities identified.

• Consider different lenses to our scenario analysis looking at the different business models and locations across our business.

In the longer term, a more detailed quantitative scenario analysis approach will be developed to enhance future TCFD reporting

disclosures.

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RISK MANAGEMENT

Climate change has been integrated into our risk management framework and the processes for identifying, assessing, and managing

climate-related risks are detailed below.

As part of our risk management procedures, the Board takes account of the significance of environmental matters to our business. The

Board factors into the risk assessment impact, likelihood, and appetite considerations, and risk is managed in the context of the Board’s

overall risk appetite. Business risks are identified, assessed, managed, monitored, and reported in accordance with the Risk Management

Policy. As part of this process, our teams are advised on emerging regulatory risks. Our teams also identify climate-related risks and

opportunities, and these issues are cascaded upwards by representatives from around the business for discussion at the ESG Forum.

Our business has evolved its approach to risk in recent years, with climate and ESG risks now included on the wider business’s risk register

in the same format as other key business risks. We will continue to examine our climate and ESG risks and will consider re-running scenario

analysis workshops in 2024.

FUTURE PRIORITIES

Throughout 2024, we will continue to develop the climate risk management processes and may consider the following actions:

• Re-run scenario analysis to ensure the accurate capturing of risk to the business

• Consider wider ESG risks to the business outside of climate risks identified previously

• The climate-related risks will be reviewed on a regular basis to ensure they are up to date with the most recent scientific understanding

and legislative requirements.

METRICS AND TARGETS

The data for the Group’s climate-related metrics and targets and its streamlined energy and carbon reporting requirements are set out on

the following pages.

MONITORING OUR PROGRESS —TCFD CROSS-INDUSTRY CLIMATE-RELATED METRICS AND TARGETS

We continually review our climate metrics and targets to ensure the underlying data is accurate and complete, and to ensure the metrics

are providing the information the business and stakeholders need to monitor performance and review our progress. The table below

outlines our approach and progress with the TCFD cross-industry metrics.

OUR APPROACH AND PROGRESS WITH THE TCFD CROSS-INDUSTRY METRICS

TCFD CROSS-INDUSTRY

METRIC CATEGORY 888’S APPROACH 2023 PROGRESS AND FUTURE PRIORITIES

GHG EMISSIONS Metrics

Our absolute GHG emissions and emissions

intensity ratios are found on pages 173 and 174. The

methodology for calculating the GHG emissions is

also contained within this section.

Our climate targets

Net zero target (Scope 1 and 2) by 2030

Net zero target (Scope 3) by 2035

In 2023 significant work was undertaken to re-

baseline our emissions as a combined Group. 2023

will now be our baseline for all reporting of progress

to net zero.

Year on year our emissions increased 31% across

our full value chain due to this re-baselining and

the move to a different methodology. Our scope

1 and 2 emissions dropped by 6%. Our scope 3

emissions increased by 33%, primarily due to the

new methodology used to compile these numbers.

Environmental metrics and targets

We track these metrics internally but have yet to

report these outside the wider business. In 2024

we will consider how best to evolve our external

reporting in this area. The onboarding of the

Normative platform has significantly enhanced our

reporting capabilities in this area which gives the

Group a strong platform to enhance disclosures.

TRANSITION RISKS Scenario analysis was completed in 2022, which

identified three material transition risks, including:

• Regulations being introduced to place a ban on

fossil fuels and/or the introduction of legislation

to favour renewable energy generation; and

• Economic constraints in a low-carbon economy

may result in customers having less disposable

income to spend on leisure and gambling

activities.

Priority 1 of the transition plan will reduce our

exposure to regulatory transition risks.

Following the scenario analysis, and as the

transition plan develops, we will review the

appropriateness of developing future metrics

surrounding the amount and extent of the business

activities vulnerable to transition risks.

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TCFD CROSS-INDUSTRY

METRIC CATEGORY 888’S APPROACH 2023 PROGRESS AND FUTURE PRIORITIES

PHYSICAL RISKS Scenario analysis was completed in 2022, which

identified three material physical risks.

One of the physical risks related to coastal flooding

driven by sea level rise.

Following the scenario analysis and as our

transition plan develops, we will review the

appropriateness of developing future metrics

surrounding the amount and extent of the business

activities vulnerable to physical risks.

CLIMATE-RELATED

OPPORTUNITIES

Scenario analysis was completed in 2022, which

identified material climate-related opportunities,

including:

• reducing emissions from employee commuting;

and

• energy efficiency and long-term energy security

from renewable energy generation.

Long-term power purchase agreements were

secured in the UK for our retail estate in 2023. We

continue to look for opportunities to drive efficiency

of spend and also long-term security of renewables

across the Group. We have made good progress

rolling out smart meters across the UK retail estate

and will consider how we can continue this rollout

in 2024.

CAPITAL DEPLOYMENT The ESG Committee of the Board will review and

approve the expected cost of delivering on the

Group’s decarbonisation ambitions over time,

which is likely to be the biggest climate-related

requirement for capital deployment.

We are considering the financial plans for our

decarbonisation ambitions and whether to develop

a long-term green energy strategy and budget,

to ensure investment in renewable energy is

maintained. The Group will consider whether any

further metrics and targets for capital deployment

are required in future reporting periods.

INTERNAL CARBON

PRICES

An internal carbon price has not been adopted

by the Group to date as the focus has been

on integrating the William Hill business and

implementing the three priority initiatives to reduce

GHG emissions.

In 2024, we will continue to review and evaluate

whether the use of internal carbon prices would be

appropriate to assist to incentivise decarbonisation

across our operation.

EXECUTIVE

REMUNERATION

The ESG Committee of the Board reviews the

implementation of the ESG strategy and considers

the extent to which additional ESG metrics and

targets (including climate) should be incorporated

into executive remuneration.

Emission reduction targets were a part of our

executive and colleague bonus structure in 2023

and will remain a key part of our remuneration plan

in 2024.

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CLIMATE REPORTING —GHG EMISSIONS (TCFD REPORTING)

Data presentation

In 2023 we have completed a re-baselining exercise following the purchase of the William Hill business, merging our data sources into

one single source of truth for the newly enlarged Group. Previously, multiple methodologies were used for the individual businesses so

harmonising our data processes was an important step for the Group. We have now switched to using the Normative carbon accounting

platform. Utilising their methodology, our emissions are now based on 80% spend data utilise Environmentally-Extended Input Output

(EEIO) models (source primarily Exiobase v3.8.2). The remaining data is covered by activity data, which relates mainly with utility data

(sources include: DESZN (previously DEFRA), AIB and IEA). These models and databases are utilised in line with the Greenhouse Gas

Protocol but variances can exist. We believe this re-baselining exercise has been undertaken cautiously and gives the Group a strong

platform to build on in future years. In 2024 we will engage with our key suppliers to accurately represent our share of their emissions in

future reporting and collaborate to decrease their emissions and therefore our own Scope 3 numbers.

A summary of our performance across the three Scopes this year is as follows:

• Scope 1 (Data source: DESZN, previously DEFRA): saw a slight decrease in kWh consumption but a significant increase due to a new

fugitive emissions methodology and reclassified heating data from Scope 2

• Scope 2 (Data source: IEA/AIB): Despite a slight decrease in total kWh consumption and emissions (location and market-based), Scope

2 emissions decreased further due to reclassified heating data now reported under Scope 1, while renewable energy usage remained

constant.

• Scope 3 (Data source: Exiobase v3.8.2): As discussed previously our figures have increased year on year due to the change in

methodology and move to a new supplier. We believe this gives us a strong platform for future years and significantly simplifies our data

processing as one, larger organisation. Updates on areas with significant change:

– Purchased goods and services: High variance due to new databases and classification system, increased supplier engagement

planned for accuracy. (Spend data)

– Capital goods: Merged with purchased goods and services due to data overlap. (Emissions reported in Category 1)

– Fuel and energy: Linked to Scope 1 & 2 kWh changes, follows UK government dataset. (Activity data)

– Waste: New waste data has been added, spend added to purchased goods and services per best practices. (Activity data)

– Employee commuting: New methodology with sampling of colleague data utilised, considers WFH emissions, future efforts aim for

better representation of colleagues across the globe. (Activity data)

– Downstream leased assets: All site emissions included in Scopes 1 & 2.

– Investments: Data used, future alignment with PCAF planned.

All figures are reported under the Greenhouse Gas Protocol Corporate Accounting and Reporting Standard. The calculation methodology

for GHG emissions is outlined above.

OUR NET ZERO TARGETS AND ABSOLUTE GHG EMISSIONS

Scope Targets

FY23

Global

emissions

(tCO

FY22

Global

emissions

(tCO

FY22/23

% change

Scope 1 Net zero by 2030: achieve 80% reduction

in Total Scope 1 & 2 from 2023 baseline

(market-based)

1,362 975 +40%

Scope 2 (market-based) 2,333 2,966 -21%

Total Scope 1-2 (market-based) 3,695 3941 -6%

Scope 2 (location-based) 12,536 14,128 -11.26%

Scope 3 Net Zero by 2035: using the ‘80 by 60’

strategy

125, 327 94,249 +33%

Total emissions (market based) Targets for the enlarged 888 Group

to be re-baselined in FY23

129,022 98,191 +31%

A For true comparison we have included a full year of William Hill’s emissions for 2022, previously published numbers included only six months due to the

business being acquired in mid-year 2022.

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STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS

SUPPLEMENTARY INFORMATION

OUR SCOPE 3 EMISSIONS PER CATEGORY

Scope 3 Category

FY22

Global emissions

(tCO

FY23

Global emissions

(tCO

% of

Total Scope 3

emissions

Category 2022

2023 % of total scope 3

Purchased goods and services 79,359 102,723 81.96%

Investments 2,039 3,179 2.54%

Fuel- and energy-related activities 1,144 3,499 2.79%

Employee commuting 3,630 10,656 8.50%

Business travel 2,238 2,655 2.12%

Upstream transportation and distribution 3668 2,244 1.79%

Waste generated in operations 217 371 0.30%

Capital goods 1,846 0 0.00%

Downstream leased assets 107 0 -100%

Total 94,249 125,327

A For true comparison we have included a full year of William Hill’s emissions for 2022, previously published numbers included only six months due to the

business being acquired in mid-year 2022.

STREAMLINED ENERGY AND CARBON REPORTING REQUIREMENTS (SECR)

The Group’s Streamlined Energy and Carbon Reporting requirements (SECR) are shown in the table below. The methodology used is the

GHG Protocol. The energy and carbon reports are aligned with the boundaries of the financial statements. We continue to drive ongoing

improvements around energy efficiency around the business, building on the significant progress of securing long-term renewable power

purchase agreements and from the first wave of rolling out smart meters across our UK retail estate.

INTENSITY RATIO

We will report our emissions intensity ratios in the following areas:

• GHG emissions per headcount (tCO

e/employee);

• emissions per turnover in USD (tCO

e/US £m);

OUR GLOBAL ENERGY AND GHG EMISSIONS INTENSITY RATIOS

Corporate metric/year

2023

Parameter amount

Global energy consumption (kWh) 52,090,026

Revenue £1,710m

Scope 1 emissions (tCO

1362

Scope 2 emissions (location based) (tCO

2333

Total Scope 1 and 2 emissions (tCO

3695

Emissions per turnover tCO

ratio

2.16

Emissions per headcount tCO

e/employee ratio

0.325

Total headcount 11,366

ENVIRONMENTAL INITIATIVES

We have focused on reducing waste, water usage and plastic across our operations. In 2024, the Group will review the appropriateness of

disclosing wider environmental metrics and targets to track performance.

Our key wider environmental initiatives in 2023:

• Renewable energy: Given the size of our retail estate in the UK, switching to renewable energy has made a big difference to our

emissions. In 2023 we secured a long-term power purchase agreement for renewable energy in the UK, securing consistent pricing and

long-term access.

• Smart meters: As detailed in the ESG section of the report, smart meters have made a big difference to energy consumption in our retail

estate. This has driven efficiencies in numerous ways, for example by identifying outlier shops that have not been following the correct

shutdown procedures overnight leading to unnecessary energy usage.

• Carbon offsets: We used a small amount of offsetting in 2023, investing in projects preventing deforestation in Guatemala, Congo and

Cambodia. This offset 2,000 tonnes of carbon across the three projects. These projects meet the Verified Carbon Standard and their

references are VCS 1622, 934 and 1748.

TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES (TCFD) REPORT CONTINUED

ANNUAL REPORT & ACCOUNTS 2023

175

CLIMATE SCENARIO ANALYSIS METHODOLOGY (TCFD REPORTING)

We performed climate-related scenario analysis for the first time last year under the guidance of external advisors and the methodology

used is outlined below. We recognise that the risks involved in climate change are ever evolving and developing so we may look to

undertake further scenario analysis in 2024.

The scenario analysis was completed in line with recommendations published by the TCFD and aligns closely with ISO 14091 (2021) and

other publicly available resources. A qualitative approach was used and the level of action required to respond to the risk was identified.

This approach was used to ensure that a clear narrative around the scenarios and the associated risks was developed first before

attempting extensive quantification, which without the former may have been arbitrary. The key features of the climate scenarios are

detailed on pages 167 and 168 and the results of the scenario analysis are shown in the TCFD Report on page 169.

LIMITATIONS OF THE SCENARIO ANALYSIS PROCESS

The following limitations were identified during the prior year’s scenario analysis process:

• The definition of likelihood is assigned based on qualitative (opinions using scientific understanding of climate change and timescales)

rather than quantitative aspects. This may allow for inconsistencies in determining likelihood, which is subsequently used to rank risks by

materiality. When revisiting scenario analysis in the future other variables in place of ‘likelihood’ could be used to assign materiality such

as ‘impact on company objectives vs level of action required’.

• The scenarios are built around published climate models, reports, and other resources. There are limitations within the climate models

themselves and the narrative these generate due to the high levels of scientific uncertainties embedded into climate change.

• The scenario analysis considers three time horizons, one of which (short) is only up to 5 years. Company strategy is often built

around short time horizons (financial forecasts and company objectives etc.) rather than long time horizons (e.g. up to 2050) due to

increased uncertainty. Considering long time horizons is often unfamiliar and uncomfortable for organisations but is a requirement when

considering impacts of climate change. This should be an area for improvement when reviewing climate scenario analysis in the future

and 888 should begin to consider a wider range of time horizons.

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STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS

SUPPLEMENTARY INFORMATION

SUPPLEMENTARY PEOPLE DATA

Metric description KPI

Average amount spent per FTE on training and development £130.51

Average hours per FTE of training and development 16.53

Hours volunteered 3171.5

Average hiring cost per FTE £707.93

Gender data:

Women on the Board as at 31 December 2023

Number

of Board

members

Percentage of

the Board

Number of

senior positions

on the Board

(CEO, CFO, SID

and Chair)

Number in

executive

management

as at 31

December

2023

Percentage

in executive

management

Number

in senior

management

as at 31

December

2023

Percentage

in senior

management

Men 4 57% 2 10 91% 43 63%

Women 3 43% 1 1* 9% 25 37%

* Includes Company Secretary

% Women in company

Female 5,251 46.32%

Male 6,085 53.68%

11,336

% Women in Tech (Product & Tech Business Unit)

Female 297 21.62%

Male 1,077 78.38%

1,374

% of women in STEM-related position (Product & Tech Business Unit/Total HC)

12%

Location data:

Breakdown of employees by segment

Retail 6,678

Online and corporate 4,658

Overall 11,336

Ethnic background reporting as at 31 December 2023

Number of

Board members

Percentage of

Board members

Number of senior

positions on the Board

(CEO, CFO, SID, Chair)

Number in senior

management

(executive committee

and their direct

reports

Percentage in

senior management

(executive committee

and their direct

reports)

White British or other white

(including minority-white groups) 7 100% 3 65 89%

Mixed/multiple ethnic groups 3 4%

Asian/Asian British 2 3%

Black/African/Caribbean/Black

British 2 3%

Not specified/prefer not to say 1 1%

ESG SUPPLEMENTARY INFORMATION

ANNUAL REPORT & ACCOUNTS 2023

177

Breakdown of workforce by age

Age group Headcount

18-24 1,591

25-34 3,960

35-44 2,812

45-54 1,519

55-64 1,180

65+ 274

Overall 11,336

Breakdown of employees by contract type

Full time 6,676

Part time 4,660

Contractors

Breakdown of contractors, agency workers, franchise workers and third-party employed staff 138

Total number of new hires

Still active (Dec-23) 2,598

Inactive (Dec-23) 1,076

Total 3,674

Internal moves filled vacancies

358

Total employee turnover rate

Overall: 35.99%

Volume roles: 40.76%

Non-volume roles: 24.78%

Voluntary employee turnover rate

Overall: 32.56%

Volume roles: 37.62%

Non-volume roles: 17.31%

Employee engagement coverage : Coverage: 100%; Response rate: 88%

% employees who are in receipt of an engagement survey, Aggregated Peakon response rate

Employee engagement rate (ENPS): eNPS —Company Overall: 11; UK Retail: 5; Non Retail: 19

eNPS for question 'How likely is it that you would recommend 888 William Hill as a place to work?'

ESG SUPPLEMENTARY INFORMATION CONTINUED

178

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STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS

SUPPLEMENTARY INFORMATION

SHAREHOLDER INFORMATION