Annual Report

2025

Overview

Introduction

We are Entain

Our leading brands

Investment proposition

Strategic report

Chair’s introduction

Chief Executive Officer’s Review

The industry in which we operate

Business model

Our strategic framework

Determination at Play

Regulatory update

Sustainability at Entain

TCFD statement

Engaging with stakeholders

Chief Financial Officer’s Review

Enterprise risk management

Principal risks

102

Viability statement

103

Governance

104

Chair’s Governance Overview

105

Board of Directors

111

Reporting against the

UK Corporate Governance Code

120

People & Governance

CommitteeReport

123

Audit & Risk Committee Report

130

Sustainability & Compliance

Committee Report

134

Directors’ Remuneration Report

163

Directors’ Report

167

Financial statements

168

Independent Auditor’s Report

183

Consolidated income statement

184

Consolidated statement of

comprehensive income

185

Consolidated balance sheet

186

Consolidated statement of

changes in equity

187

Consolidated statement

of cash flows

188

Notes to the consolidated

financial statements

243

Company income statement

244

Company balance sheet

245

Company statement

of changes in equity

246

Notes to the Company

financial statements

253

Glossary

254

Shareholder information

255

Company information

Visit our online

summary report:

www.entaingroup.com

Determination at Play represents our relentless drive

to deliver for all of our stakeholders.

It underpins how our iconic brands provide safe,

exciting sports betting and gaming experiences

across more than 30 regulated markets.

It means ensuring our resources are focused where

they create the greatest impact — prioritising the

most attractive markets, content and platforms

to deliver long-term value for players, colleagues,

investors and the communities in which we operate.

Determination at Play is our mindset to win. It drives

us to elevate our ambitions, scale new heights and

redefine what being a Tier 1, responsible global

gaming company is.

Group Revenue

£5.3bn

2024: £5.1bn

+3%

Loss before Tax

£557m

2024: £357m

Online Net

GamingRevenue

£3.9bn

2024: £3.7bn

+5%

Loss after tax

£681m

2024: £461m

BetMGM Net

Revenue

$2.8bn

2024: $2.1bn

+33%

Adjusted Net Debt

£3.6bn

3.1x

2024: £3.3bn

(3.1x)

Group Underlying

EBITDA

£1,160m

2024: £1,089m

+7%

Adjusted Diluted EPS

61.8p

2024: 29.9p

Profit after Tax

beforeSeparately

DisclosedItems

£356m

2024: £380m

Diluted EPS

(104.3p)

2024: (70.8p)

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Entain plc Annual Report 2025 1

1. Net Gaming Revenue (“NGR”) is defined as Net Revenue before charging for VAT and Sales Taxes. A full reconciliation of this non-GAAP measure is provided within the Income Statement

2. Represents Net Revenue from 100% of BetMGM.

3. Underlying EBITDA is earnings before interest, tax, depreciation and amortisation, share based payments, share of JV income and separately disclosed items.

4. Adjusted diluted EPS excludes separately disclosed items and foreign exchange volatility arising on financial instrument.

Entain is the most diversified leader of scale in our sector. We operate in a global

industry which enjoys attractive dynamics and structural market growth.

4 Global, leading sports betting and gaming group generating >£6bn

in Net Gaming Revenue (“NGR”)

4 Diversified, sustainable and high quality growth profile

1. Includes the Group’s 50% share of BetMGM NGR

4 Global presence with over 35 brands in more than 30 markets across

Europe, the Americas, Asia-Pacific and Africa

4 100% of revenue from regulated and regulating markets with

adedicated sustainability charter

The opportunity

Global

growth

market

Attractive global

industry dynamics

underpin ongoing

market expansion

Evolving customer

needs driving

existing and new

market growth

Leadership positions

in the most attractive markets including

US, UK, Italy, Australia,

CEE and Brazil

Profitable growth

Consistent track record of

underlying EBITDA growth

Entain:

Differentiated

global

business

High quality revenue

Sustainable revenue from

recreational base in regulated markets

Largest RMG platform

– Powering our brands globally

– Leading sustainability and uptime

Diversified portfolio

Global presence in more than

30markets offers options for organic

investment

End-to-end product suite

– Leading gaming platform

– 40k betting events offered per week

With more than 35 iconic brands, each tailored to the

expectationsoflocal customers, local markets and local regulators.

We have a presence in over 30 geographies, and hold podium positions

intheworld’s largest regulated markets.

What sets us apart is how these strong foundations combine

withourtechnology and operational expertise to ensure we are

delivering for our customers. Our diverse portfolio provides both

resilience and the ability to turn insight into action: sharper data,

smarteranalytics and meaningful economies of scale. It enables us

toshare, learn and improve across brands and markets, continually

raising the bar across our portfolio. It powers the momentum

andcapabilities to keep investing in and enhancing our platforms,

product, offering and experiences on an continuous basis.

It’s a model built on focus, discipline and a drive to keep moving

forward—our Determination at Play, underpins everything we do.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

We are Entain

2 Entain plc Annual Report 2025

Our divisions

2025 NGR

split (Including US)

UK & Ireland 34% £2,185m

International 41% £2,643m

CEE 8% £522m

Corporate – –

BetMGM

17% £1,065m

Internal

revenue

(excluded due

to negative)

(£25m)

2025 Underlying EBITDA split (Including US)

UK & Ireland 39% £532m

International 41% £565m

CEE 14% £184m

Corporate (excluded due

to negative)

(£120m)

BetMGM

6% £84m

Group NGR

BetMGM Net Revenue

Online NGR

Group Underlying EBITDA

BetMGM EBITDA

£5.3bn

£1.1bn

£3.9bn

£1,160m

£83.5m

2024: £5.2bn +3%

2024: £0.8bn +30%

2024: £3.7bn +5%

2024: £1,089m +7%

2024: £(94.4)m +188%

How We Operate Responsibly

Sustainable operations

Operating responsibly is central to how we run our business. Our sustainability

approach is built around four pillars that guide our decisions, shape our culture

and help us create long-term value for our players, our people and our

communities:

4 Be an in-market leader in player protection: Player safety is a

fundamental part of who we are. We continue to lead across our markets

by setting high standards, investing in technology that identifies risk early

and giving customers the tools they need to stay in control.

4 Provide a secure and trusted platform: Trust is earned through integrity

and consistency. We operate only in regulated or regulating markets, hold

ourselves to the highest ethical standards, and continually strengthen our

data protection and cybersecurity capabilities to keep our players and

partners safe.

4 Create the environment for everyone to do their best work: We want

every colleague to feel included, supported and able to thrive. By

attracting talent from a wide range of backgrounds and creating a

workplace where people can bring their true selves to work, we unlock

better ideas and better performance.

4 Positively impact our communities: We recognise our part in limiting

global warming and have set targets to reduce our Scope 1 and 2

emissions by 90% by 2035. We are also working to create a positive

impact on our communities through initiatives such as our programme to

invest in grassroots sport. Read more about our sustainability strategy

and commitments in 2025 on pages 41 to 69.

Customers

We want every customer to enjoy the best possible experience when they

choose to bet or play with us. That means putting them at the centre of every

decision we make.

We aim to deliver entertainment that’s exciting, safe and trusted; combining

market-leading player protection with products and services that keep raising

the bar.

Listening to our customers, understanding what they value and responding

quickly is core to how we operate. Our technology platforms helps us innovate

at pace, introduce new products and tailor experiences to individual

preferences. By pairing personalisation with strong local insight, we create

journeys that feel relevant, intuitive and enjoyable for each customer.

Our values

Our values shape how we work, how we treat each other and how we show

up for our customers. They’re the foundation of a culture designed to help our

talented people do their best work; a culture that turns ambition into real

progress and great ideas into great experiences.

Together, they guide us to stay focused, keep improving and build a business

we’re proud of.

Do What’s Right

We put our customers first and lead the way in protecting

our players. Doing the right thing also means creating a

workplace where everyone can be themselves and act with

integrity. When something doesn’t feel right, we speak up.

It’s how we stay honest, accountable and trusted.

Keep it Simple

We make things easy for customers and for each other. That

means clear goals, clear accountability and removing

complexity wherever it slows us down. When we keep things

simple, we perform better, move faster and stay focused on

what matters.

Go Beyond

We stay curious and open to new ideas. We learn from what

works and what doesn’t, and we use those insights to push

forward. We surround ourselves with great people and put in

the effort needed to turn plans into reality. Progress comes

from embracing change — and we’re here for it.

Win Together

We share a vision for Entain and know we’re stronger when

we work as one team. We collaborate, break down barriers

and treat each other with respect. We celebrate success —

big or small because when our teammates win, we all

moveforward.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

We are Entain

Entain plc Annual Report 2025 3

1. Net Gaming Revenue (“NGR”) is defined as Net Revenue before charging for VAT and Sales Taxes. A full reconciliation of this non-GAAP measure is provided within the Income Statement

2. Entain’s 50% share of the $2.8bn BetMGM Net Revenue. Non-GAAP measures including the Group’s 50% share of BetMGM NGR and underlying EBITDA are shown to facilitate the

understanding of the Group’s performance in comparison to its peers. A reconciliation of these non-GAAP measures is shown in Financial Results and the use of non-GAAP measures

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

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Our leading brands

4 Entain plc Annual Report 2025

We have a unique portfolio of more

than35 iconic brands, tailored to their

local markets.

In each market, we typically operate

alead brand, accompanied by

supplementary or sister brands. This

provides us flexibility in our positions to

adapt and tailor our offering to engage

different customer segments who enjoy

a breadth of experiences.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Our leading brands

Entain plc Annual Report 2025 5

Our investment case is built on a powerful combination of structural market

growth, a diversified scaled business model with significant operational leverage

and a clear strategy to deliver sustainable, long-term growth.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Investment proposition

6 Entain plc Annual Report 2025

Attractive

global dynamics

Read more: pages 80-91

Disciplined, returns focused

revenue generation, targeting

growth ahead of the markets

where we operate

Operational leverage supports

long term margin expansion and

improving cash generation

Strong balance sheet

Progressive

dividend policy

As we look to 2026, we do so

with optimism. We have the right

strategy, the right leadership

and the right people.

4Pierre Bouchut, Non-Executive Chair

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Chair’s introduction

8 Entain plc Annual Report 2025

Over the past 12 months, I have seen first-hand how

our people, our leadership and our strategy have

united to deliver continued operational execution and

a year of improved performance and strategic

progress. At every level of the organisation, I have

observed what we call Determination at Play — our

mindset that underpins our performance and

ourresilience.

Our 2025 results reflect a business on an upward

trajectory, with both NGR

and Underlying EBITDA

improving, continuing the momentum that we built in

2024. We were pleased to see encouraging growth

across our global and diverse portfolio of markets.

This progress is the direct result of a clear strategy,

disciplined execution and the extraordinary talent and

dedication of our teams. Our transformation efforts,

operational improvements and technology

investments are all contributing to a stronger, fitter

and more agile organisation.

Leadership Strength

A critical part of this success has been the leadership

of Stella David, who accepted the Board’s invitation to

make her Interim CEO position permanent in April.

Stella has brought energy, focus and reinvigorated the

entrepreneurial spirit across the Group. She has

helped to shape not just a strategic blueprint for

success, but just as importantly, foster a culture in

which colleagues feel empowered, ambitious and

accountable. The Board and I have complete

confidence in Stella and her leadership team, as they

accelerate the delivery of the next phase of

ourstrategy.

In December, we announced that our CFO and

Deputy CEO, Rob Wood, would step down following

the delivery of our 2025 full-year results. The Board

and I would like to record our sincere thanks to Rob for

his significant contribution to the business. He will be

succeeded as CFO by Michael Snape, which further

builds long-term bench strength and

leadershipcapabilities.

We have also continued to enhance the oversight and

collaborative dynamics of our Board. During 2025,

Michael Goldberg and Edmond Mesrobian joined the

Entain Board, bringing valuable expertise and

experience to enhance the Board’s existing skill set

and diverse capabilities, supporting constructive

challenge and forward-looking decision-making in

pursuit of our long-term strategy.

Financial performance

The improvement in our performance in 2025

illustrates how the ongoing successful execution

against the Group’s strategic priorities is delivering for

all our stakeholders.

Total Group NGR

including our 50% share of

BetMGM

up +7% reported and +8%cc

. Excluding

BetMGM, Group NGR

was up +3% and +4%cc

, with

Group’s Online operations delivering year-on-year

growth in NGR

of +6%cc

with Retail broadly stable

(1%)cc

. Our strong performance and operational

execution enabled us to deliver Group Underlying

EBITDA

of £1,160m, ahead of market expectations,

and when including our 50% share of BetMGM

, total

Group Underlying EBITDA

of £1,244m.

BetMGM

In the US, BetMGM, our 50/50 joint venture with MGM

Resorts, has firmly demonstrated it has sharply turned

the corner into its next phase of growth, delivering

sustainable profitability and returning cash to its

parents. Throughout the year, alongside BetMGM’s

execution of its refined strategy, Entain has continued

to strengthen BetMGM’s offering and customer

experience, with our enhanced Online Sports product,

best-in-class iGaming content, and faster, smoother

betting experience. Both iGaming and Sports Betting

are benefiting from BetMGM’s unique omnichannel

advantage, with deep collaboration with MGM

Resorts unlocking key differentiators such as live

digital activations across MGM properties and an

immersive live dealer studio. Our seamless

omnichannel engagement, including our digital wallet,

supported strong growth in active customers as well

as a two-fold increase in the number of Nevada first-

time depositors continuing to play after returning to

their home state.

During the year, the Board spent several days in New

Jersey, visiting BetMGM’s offices to reinforce the

strategic importance of the joint venture to Entain. We

conducted a deep-dive review of the business, spent

time with CEO, Adam Greenblatt and his senior

management team, and held a town hall

withcolleagues.

We are confident in BetMGM’s outlook and believe

that emerging developments, such as prediction

markets, will not materially affect BetMGM’s future

growth opportunities. The US remains the world’s

largest sports betting and gaming market, with strong

underlying growth continuing to create opportunities

which BetMGM is well positioned to benefit from.

UK Gambling Tax

In November 2025, the UK Autumn Budget introduced

substantial increases in gambling taxes, which will

notably increase pressure on licensed operators in our

sector and almost inevitably accelerate the growth of

illicit operators in the illegal gambling market. This

outcome benefits no one. We strongly urge the

government and all stakeholders to work

constructively with the industry to use all available

powers to minimise the increased risk posed by the

illegal gambling market and its associated costs,

including the potential for reduced tax revenues and

increased problem gambling due to the absence of

player protections with unregulated operations.

Despite these developments in our largest market, we

remain confident in Entain’s ability to not only

navigate the challenge successfully but also approach

this as a strategic opportunity. Our globally scaled and

diversified portfolio with strong operational

capabilities provides the resilience and flexibility to

continue to consistently perform and deliver

sustainable growth.

Indeed, sustainability remains central to our strategy.

Through our Sustainability Charter, we continue to

lead on player protection, ensure a secure and trusted

platform, create an inclusive workplace and make a

positive contribution to the communities in which we

operate. This is core to who we are and to how

wegrow.

One outstanding global team

During the year, I had the privilege of visiting several

of our major operational centres, including India,

Portugal and Italy, and was immensely impressed by

the calibre and technical expertise of our colleagues.

Their work continues to reinforce the strengthened

foundations of our global platform and fuel innovation

across products, markets and customer experiences.

Their commitment truly embodies Determination at

Play and underpins both our operational excellence

and our future potential.

I want to recognise our global team of 28,000

colleagues whose professionalism, dedication and

focus on our customers have powered the Group’s

performance and shaped our culture. Entain’s

progress is a testament to their talent and passion,

and I hope to make more visits to meet our locally

based teams. On behalf of the Board, I extend my

sincere thanks for everything they have achieved

thisyear.

Looking ahead

As we look to 2026, we do so with optimism. We

have the right strategy which has evolved to reflect

the progress we have already achieved on our

transformation journey. We also have the right

leadership and the right people who, above all, have

the determination, resilience and ambition to continue

delivering sustainable growth for all our stakeholders.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Chair’s introduction

Entain plc Annual Report 2025 9

I am delighted to deliver my 2025 Chair statement at

a time of reignited vigour and renewed confidence

across the Group.

1. Net Gaming Revenue (“NGR”) is defined as Net Revenue before charging for VAT and Sales Taxes. A full reconciliation of this non-GAAP measure is provided within the Income

Statement

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

3. Non-GAAP measures including the Group’s 50% share of BetMGM NGR and underlying EBITDA are shown to facilitate the understanding of the Group’s performance in comparison to

its peers. A reconciliation of these non-GAAP measures is shown in Financial Results and the use of non-GAAP measures

4. Growth on a constant currency basis is calculated by translating both current and prior year performance at the 2025 exchange rates

The scale and

diversity of

Entain’s portfolio

ensures the

sustainability

and quality of our

earnings growth

4Stella David, CEO

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Chief Executive Officer’s Review

10 Entain plc Annual Report 2025

The Group has an enviable portfolio of podium

positions and iconic brands, diversified across

product, channel and geography, operating in

attractive growth markets with a stable

regulatory outlook.

Since becoming Entain in 2020, the Group has

undergone a significant transformation into a

stronger, more sustainable business of global

scale. Our diversified and increasingly agile

business, with leadership positions in attractive

growth markets, underpins the sustainability

and quality of our earnings; approximately 98%

of the Group’s revenue is from markets that are

growing, and over 87% of revenues come from

markets where Entain has a top-three position.

Having been appointed as CEO in April 2025

following a total of 11 months as Interim CEO, I

have had the privilege of leading the Group

through the operational phase of its

improvement journey. The Group’s foundations

are secure and have supported the business’

return to growth and strong underlying 2025

performance. I have also taken the opportunity

to more closely align our Executive Committee

with the Group’s globally diversified portfolio,

strengthening the capabilities and commercial

expertise of Entain’s leadership team. Entain is

sharper, fitter and faster than ever before, and

is well positioned to embrace the many

opportunities ahead.

Technology sits at the heart of Entain, our

global operations and the journey for our

customers. We are focused on providing

customers entertaining experiences with

engaging products and content, underpinned

by leading, in-market, player protection. The re-

configuration of Entain’s central platform has

been fundamental in strengthening our product

offering and UX with multiple end-to-end

improvements. It is enabling greater agility,

greater velocity of delivery and greater

innovation, as well as unlocking significant

opportunities for efficiencies and growth in the

future. Our platform-first modular API

architecture will enable Entain’s proprietary

regional platforms to benefit from the “best of

both”, by leveraging modules of our globally

scaled tech stack alongside dedicated local

squads of expertise and capabilities. This

flexible approach embraces innovation and

provides strategic optionality for Entain’s

futureopportunities.

Regulation is a cornerstone of our industry; a

well-enforced, strong regulatory framework is

fundamental to having a balanced and

effective regime for all counterparts, operators,

regulators, governments, and most importantly,

players. Appropriate taxation is a critical part of

this balance as well as addressing the threat

posed by unlicensed black market operators,

who pay no tax and offer no protections

forplayers.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Chief Executive

Officer’sReview

Entain plc Annual Report 2025 11

Entain is a leading global sports betting and gaming

group, operating in an industry that has attractive

structural growth dynamics. We are proud to be the

most diversified leader of scale in our sector,

operating only in regulated or regulating markets.

2025 was an important year for

Entain. The Group’s performance

improved as the year progressed

and clearly illustrates the

transformation of the underlying

business. We ended 2025

aheadof our guidance, which

wehad upgraded twice during

the year, reflecting the business’

momentum and

tradingperformance.

In November 2025, the UK Government took

the extremely disappointing decision to

dramatically increase taxes levied on online

gambling revenues. Not only will this likely

generate lower tax revenues, it will damage our

industry, stifle growth and open the door to

those unlicensed operators. As such, 2025

included an impairment charge against our

UKbusiness related to these UK gambling

taxincreases.

As a globally scaled business, Entain is

amongst the handful of Tier 1 operators able to

digest such a dramatic increase in taxes,

particularly versus smaller peers. Although it is

too soon to determine the impact on the

underlying UK market and its future growth,

Entain believes that over time this near-term

challenge will be a significant strategic

opportunity for the Group as the market

dynamics adjust to the higher tax regime.

To seize this opportunity whilst also digesting

the incremental tax burden, Entain has to be

fighting fit. We must accelerate our pace to win

during this next phase of our transformation. By

enabling greater agility and unlocking further

efficiencies across the Group, we are confident

in our pathway to offsetting over 50% of the

impact from increased UK gambling taxes,

through Group-wide optimisation initiatives.

The combination of many individual initiatives

will drive powerful improvements to our

growth, operational execution, margins and

cash generation.

As we look forward to 2026 and beyond, I am

excited by the many and varied opportunities

that Entain has ahead of it; opportunities to

continue improving at pace, to learn, and to

win. I am immensely proud to lead this fantastic

business which I firmly believe has what it

takes to be the best in the industry. We are

continuing to work hard to realise Entain’s full

potential; winning together, the right way, and

delivering value for all our shareholders.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Chief Executive

Officer’sReview

12 Entain plc Annual Report 2025

2025 performance

2025 has been an important year for Entain,

with strong performances across the Group

evidencing the powerful underlying growth that

we have re-ignited in our business.

Building on 2024 as a year of transformation

for the Group, during 2025, Entain’s Online

business returned to delivering NGR

growth at

least in line with the underlying market. This

momentum has driven seven consecutive

quarters of positive year-on-year Online

growth with Entain and BetMGM also both

delivering strong year-on-year organic

Underlying EBITDA

growth.

Total Group NGR

including our 50% share of

BetMGM

was up +7%,

+8%cc

Excluding

BetMGM, Group NGR

was up 3% and

+4%cc

whilst BetMGM grew Net Revenue by

+33%cc

compared to the prior year.

Entain’s Online operations delivered year-on-

year NGR

growth of +6%cc

and Retail

delivered stable NGR at -1%cc

year-on-year,

despite lapping prior year comparators which

strengthened in line with our progress through

2024. The breadth of Entain’s portfolio of

podium positions, by geography, channel and

product, provides resilience and sustainability

of earnings, with strong performances across

many markets enabling us to digest challenges

whilst still delivering growth.

Importantly, Entain’s diverse and high-quality

growth translated into an increase in

underlying profitability. The Total Group

including our 50% share of BetMGM

delivered

Underlying EBITDA

of £1,244m, up +28%cc

YoY, with Group Underlying EBITDA

£1,160m, up +8%cc

and BetMGM EBITDA

of$220m.

I am delighted that both Entain and BetMGM

reported 2025 earnings ahead of their

respective guidance ranges, with had been

upgraded through the year reflecting our strong

progress, improving execution and confidence

in the outlook.

During 2025, the Group continued to make

significant progress on its journey of

transformation. Reflecting on our operational

and commercial achievements, Entain’s

strategic priorities have also evolved. Having

reignited our powerful growth engine, our

increased bandwidth enables the Group to

expand its capacity for driving growth,

expanding margins and delivering strong and

sustainable cash generation.

FY2025 Online Net Gaming Revenue

YoY

Results

Group Online inc. 50% BetMGM

9% 11%

Online exc. 50% BetMGM

5% 6%

UK&I

15% 15%

International

-% 2%

Australia (11%) (6%)

Italy 6% 5%

Brazil (7%) (1%)

New Zealand 10% 19%

Georgia 10% 14%

Spain 37% 35%

Other (3%) (2%)

Entain CEE 8% 6%

Croatia 10% 9%

Poland 5% 3%

FY2025 Retail Net Gaming Revenue

YoY

Results

Group Retail inc. 50% BetMGM

(1%) (1%)

Retail exc. 50% BetMGM

(1%) (1%)

UK&I

(2%) (2%)

UK&I LFL

(1%) -%

International

3% 3%

Italy 8% 7%

New Zealand (6%) 1%

Belgium (8%) (9%)

Entain CEE

1% -%

Croatia (4%) (5%)

Poland 7% 4%

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Chief Executive

Officer’sReview

Entain plc Annual Report 2025 13

For Entain to be a true Tier 1 operator in the

global sports betting and gaming industry and

deliver value to all our stakeholders, we must

be bold in our ambitions and behaviours.

Entain’s growing strength and confidence

empowers us to elevate our performance

andaccelerate the delivery of Entain’s

strategicpriorities:

Organic growth – accelerating

performance to outperform

underlying market growth across

our diverse portfolio

Margin expansion – supporting a

flexible, agile and effective

operating model, driving greater

capital returns and closing the

efficiency gap to our sector’s best-

in-class

Cash generation – this shared

priority across the Group ensures

every part of Entain focuses on

generating sustainable value with

disciplined investment and capital

allocation

Organic revenue growth

The cornerstone of our business’ sustainable and

resilient underlying growth is our ability to acquire

and retain players by offering entertaining

products and engaging experiences. Our

customers are central to our mindset, and

through 2025 we accelerated the pace of our

initiatives, delivering multiple improvements to

our offering driven by our strengthened

technology and product capabilities. Coupled

with our enhanced offering, we refocused our

customer acquisition approach with greater

emphasis on performance marketing, to drive

growth in markets where there are the greatest

strategic or commercial returns.

Our stronger, fitter and faster business has

enabled Entain’s executional focus to expand

outside its previous “must win” markets.

Ourincreased bandwidth and enhanced

capabilities continue also to drive meaningful

growth in other regions across the Group’s

portfolio. Entain’s Online business has

returnedto consistently delivering growth at

least in line with our markets, and our

strengthened operations and high quality

diverse portfolio secure Entain’s position to

digest challenges whilst also capturing future

growth opportunities.

UK & Ireland

The UK&I is Entain’s largest market, and its

growth is crucial to the Group’s overall

performance. 2025 has been a strong year for

our UK&I business, consistently performing

ahead of expectations and reporting NGR

growth of +6%cc

year-on-year. Online growth

of +15%cc

was a notable highlight as the

business demonstrated continuing strong

underlying momentum despite lapping tougher

comparators in the second half from 2024’s

strengthening performance. This impressive

year-on-year performance sees us regaining

market share. In Online, both sports and

gaming delivered strong double-digit NGR

growth, with growth in player values and

engagement reflecting our improving player

experience. Gaming grew +18%cc

as players

enjoyed our leading gaming offering and

content, whilst our enhancements to

Sportsbook product and UX, supported Sports

NGR

growth of +7%cc

The UK&I is an omnichannel market, with

Entain benefiting from iconic brands and strong

retail footprint. Our UK&I Retail business

performed well, outperforming the underlying

market with NGR

flat cc

on a like-for-like

basis, supported by our digital in-shop

environments including Group BetStation

sports terminals and market leading next-

generation Kascada gaming cabinets.

In November 2025, the UK Government

announced its decision to dramatically increase

taxes levied on Online gambling revenues.

With implementation from 1st April 2026, UK

market operators will face a significant

incremental tax burden. We will closely monitor

shifting behaviours to determine the impact of

this higher tax regime. Importantly, given the

heritage and strengthening position of our UK

business, Entain views this near-term

challenge as a significant strategic opportunity

for the Group.

International

Australia is the largest Online market in our

International division. Its performance during

2025 reflects the ongoing softness in the

underlying market as well as highly customer-

friendly results at the tent-pole sports events

through 2025. Whilst NGR

was -6%cc

lower

vs. 2024, year-on-year growth improved

through the year with new local management’s

reinvigorated approach delivering market share

gains through its disciplined focus on returns

and product innovation. Importantly, volumes

were broadly flat year-on-year (on constant

currency

basis), reflecting the improving

engagement and quality of our player base as

Ladbrokes and Neds continue to differentiate

themselves in this product-led market. Entain

Australia’s partnership with TAB NZ continues

to build momentum as more New Zealand

customers enjoy our enhanced sports betting

experience across both TAB NZ and betcha

brands. Notably, in June, the New Zealand

Government introduced legislation which

restricts offshore unlicensed operators offering

racing and sports betting to New Zealand

customers. In H2, our New Zealand business

saw NGR

growth jump to +17%cc

with

betcha, our complementary online-only sister

brand, particularly resonating with returning

onshore customers. We are excited about this

growing market opportunity and look forward

to online casino regulation in the future as

theregulatory bill continues to make

positiveprogress.

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14 Entain plc Annual Report 2025

Brazil is expected to be the fastest growing

regulated market outside of the US. Following

its launch of the licensed sports betting and

gaming regime on 1 January 2025, the

operating landscape and regulated

channelisation is still adjusting to the new

framework. This long-term attractive market

continues to be intensely competitive and

highly promotional. Entain’s business in Brazil

performed well through 2025, with a successful

day one licensed launch and strong player

engagement across both sports and gaming.

FY2025 Online NGR

was broadly flat cc

year-

on-year, reflecting strong prior year

comparators and notable year-on-year swings

in Q4 sports results. Growth in sports wagers

and an increase in volumes

of 13%cc

encouraging and testament to the focused

execution by our local management supported

by the Group’s proprietary technology and

product offering. Our disciplined approach to

player acquisition and promotional generosity

sees Entain delivering profitable growth, with

positive Underlying EBITDA

despite absorbing

£54m of new taxes introduced alongside

regulation. Our localised offering benefited

fromSportingbet’s brand reinvigoration, whilst

the partnership with Palmeiras football club is

driving good player engagement and sees

uswell positioned for long-term success in

themarket.

In Italy, our business operates in a competitive

and recently consolidated market, with

omnichannel operators continuing to

outperform online only operators as brand

recognition and physical points-of-sale remain

the key drivers of online customer acquisition

and engagement. During 2025, Entain broadly

retained market share with NGR

growth of

+6%cc

, (Online +5%cc

, Retail. +7%cc

despite tough year-on-year sports margin

comparators in Q4. The Italian market

underlying growth remains strong and, as we

look to 2026, Entain’s multi-brand business and

improving customer offering is well placed to

benefit from the renewed online licensing

regime implemented in November 2025.

Entain CEE

Our Entain CEE business continues to perform

well. NGR

grew +5%cc

YoY with +6%cc

Online and Retail flat cc

. Whilst this attractive

growth region remains competitive, our

SuperSport and STS brands maintained their

#1 market positions.

In Croatia, SuperSport delivered another year of

strong performance. NGR

grew +7%cc

YoY

(Online +9%cc

, Retail -5%cc

) reflecting our

strong brand and engaging product, with

particularly pleasing performance in gaming

(+15%cc

) offsetting customer friendly sports

results. In Poland, STS performed well, with

NGR

growth of +3%cc

whilst the market’s

heightened competitive intensity continues.

STS’s disciplined approach is delivering

profitable growth in this sports only market,

which is experiencing inflated customer

incentives ahead of Poland’s potential

liberalisation of iGaming in the medium term.

BetMGM

BetMGM’s excellent performance during 2025

is a significant achievement for BetMGM itself,

as well as being a key milestone on Entain’s

journey of transformation. BetMGM’s end-to-

end offering is built in partnership with Entain

and MGM Resorts and is powered by Entain’s

technology and product capabilities. 2025 was

a record year for BetMGM. Its successful

strategic execution has seen the business

inflect into delivering strong, sustainable and

profitable growth, as well as firmly reinforcing

its podium position in the world’s largest sports

betting and gaming market.

Building on momentum created during 2024,

BetMGM’s better than expected performance

throughout 2025 evidence the business’

underlying strength and supported repeated

FY25 guidance upgrades during the year. After

H1 net revenue growth of +35%cc

, its strong

performance continued through H2, with its

record week, month and quarter all achieved in

Q4. 2025 net revenue of $2,796m was up

33%cc

vs. last year with $220m of EBITDA, up

an impressive $464m YoY..

Central to BetMGM’s strengthened business

was the successful refinement of its player

engagement strategy towards “premium

mass” customers. This was supported by our

leading iGaming offering, key product

improvements particularly for online sports, as

well as enhanced UX driving growth in player

acquisition, engagement and retention.

BetMGM’s omnichannel offering is also a key

differentiator, providing a powerful strategic

advantage, engaging an ever-refreshing flow

of potential new players, during their Nevada

stay and also when they return to their

homestate.

During 2025, BetMGM’s iGaming business

continued to grow strongly and deliver

attractive returns, with net revenues up

+24%cc

and contribution

of over $500m,

despite no new state launches.

Our upgraded Online Sports product saw net

revenue growth of an impressive +63%cc

with

the improved app offering our smoothest and

most intuitive experience to date. BetMGM was

also pleased to launch on day one in Missouri in

December, bringing its Online Sports footprint

to 30 legalised states.

1. Overview

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Chief Executive

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Entain plc Annual Report 2025 15

The BetMGM business is as healthy as it

has ever been and we are excited about

itsfuture opportunities.

The combination of continued strong revenue

momentum, marketing efficiencies, attractive

player metrics and the maturing existing player

cohorts, see BetMGM now generating material

EBITDA. In 2025, BetMGM achieved $607m

contribution

, with EBITDA of $220m

exceeding expectations, enabling the business

to distribute a total of $270m of cash to joint

venture parents Entain and MGM Resorts.

Without the distraction of launching and

competing in the highly competitive and

unregulated Prediction Markets space,

BetMGM has its own clear roadmap for

growth. We look forward to the Canadian

province of Alberta launching its newly

regulated Online Sports and iGaming regime

during 2026, and remain hopeful that further

bills for potential regulation of Online Sports

and Gaming will be introduced in the

comingyears.

BetMGM’s proven and successful strategy

reinforces our confidence in its pathway to

Adjusted EBITDA

of $500m in 2027. The

business is as healthy as it has ever been and

we are excited about its future opportunities.

Margin expansion

The Group’s focus on organic growth is paired

with margin expansion. Fundamental to

Entain’s transformation to being stronger and

more agile was the simplification of our

structures and operating model, enabling us

todeliver more effectively and grow

moreefficiently.

The year-on-year expansion of our FY25

Online Underlying EBITDA

margin, despite

digesting 1.4pp of incremental taxes, and

maintaining commercial yet disciplined

marketing investment, is testament to the

powerful operating leverage that our scaled

business model enjoys.

Our efficient execution provides potential for

reinvestment, drives greater capital returns

and supports further growth. Building scaled

operational leverage is vital to supporting

ongoing margin expansion over time, particularly

as our industry continues to face tax increases

as well as wider inflationary costpressures.

The successful implementation of our efficiency

programme now sees Entain delivering at least

£100m annual savings from 2026 onwards.

However, across the Group there is still more

work for us to do to close the efficiency gap to

our best-in-class peers. Our next phase of

optimisation initiatives will enable our

operations to remain agile and effective, whilst

also supporting Group-wide efforts to offset the

significant increase in UK gambling taxes.

Cash Generation

Importantly, our strategic priorities of organic

growth and margin expansion must be coupled

with the business’ ability to deliver profitable

growth which flows into generating cash.

During 2025, Entain has heightened its focus

on this important measure of success, and it

now joins our strategic priorities to ensure each

and every part of the Group demonstrates

disciplined investment and capital allocation.

The Group has a clear pathway to annually

generating at least £500m of annual adjusted

cash flow

from 2028, supported by our

attractive structural dynamics which underpin

high-quality earnings growth for both Entain

and BetMGM. Being disciplined in how we

invest our capital, how we conduct our

operations, delivering growth and winning the

right way, is a key component of long-term

value creation, and therefore has to be a

priority across our business.

2025 sustainability highlights:

At Entain, sustainability is integral to our

strategy and long-term success. The four pillars

of our sustainability strategy direct our activity

and seek to deliver the best outcomes for

ourcustomers, employees, communities and

other stakeholders:

4 Be a leader in player protection: We are

committed to delivering safe and positive

experiences for all customers. Guided by our

“Committed to Player Safety” approach, we

adapt to local market requirements, invest in

high-quality training and deploy proven

protection tools. In 2025, we participated in

the UK-wide GamProtect scheme,

integrating the central exclusion register into

our operations to strengthen safeguards for

vulnerable customers and ensure those

most at risk are protected.

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103. Governance

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Chief Executive

Officer’sReview

16 Entain plc Annual Report 2025

4 Provide a secure and trusted platform:

We operate only in regulated or regulating

markets, with ethics and integrity at the core

of our business. We refreshed our Group

wide training curriculum achieving a 98%

completion rate across the programme,

reflecting continued progress in embedding

a strong ethical and compliance culture. We

appointed a new Chief Technology and

Information Officer and established an AI

Governance Committee to ensure

responsible use of artificial intelligence,

alongside robust cybersecurity and data

privacy oversight.

4 Create an environment for everyone to

dotheir best work: We strive to be an

employer of choice, with an inclusive and

supportive culture where talent from all

backgrounds can thrive. In 2025, we

introduced a new approach to performance

management to support employee growth

and strengthen our feedback culture, and

launched our first immersive leadership

development programme to build the next

generation of leaders at Entain. We were

encouraged to see our employee

engagement score rise by seven points to

84, with the most significant uplifts in scores

realised in communication, company

direction and listening.

4 Positively impact our communities: We

announced new environmental targets,

including a commitment to reduce Scope 1

and 2 emissions by 90% by 2035 (from a

2023 baseline) as part of our net zero

ambition, and expanded our renewable

energy procurement into Poland and

Croatia. Furthermore, our Pitching In

programme was recognised as Grassroots

Initiative of the Year at the Global Football

Industry Awards..

The sustainability reporting landscape

continues to evolve, which we view as an

opportunity to strengthen stakeholder

engagement, embed robust governance

practices and enhance business resilience.

During the year, we refreshed our double

materiality assessment in preparation for

reporting under the EU Corporate Sustainability

Reporting Directive. This process brought

together expertise from across the Group to

identify and assess our most material

sustainability-related impacts, risks and

opportunities across our operations and value

chain. These efforts position us to respond

effectively and support compliance with

emerging global sustainability frameworks,

including CSRD and ISSB, as requirements

continue to develop.

We were also proud to be recognised and

certified externally through:

4 Retaining our Tier 1 status in the CCLA

Corporate Mental Health Benchmark 2025;

4 Extended our ISO 27001 (Information

Security) certification to our office in Pune,

India - building on our success in gaining

certification across 27 offices in 2024;

4 Renewing our ISO14001 (Environmental

Management) certification in the UK;

4 Receiving three awards and 17

nominations at the Women in Gaming

Diversity Awards 2025;

4 Receiving an award for Outstanding

LGBTQ+ Network of the Year at the

Diversity Network Awards;

4 Receiving five awards at the Sponsorship

Awards for bwin’s support to sports and

Greek society; and

4 Being awarded Grassroots Initiative of the

Year for Pitching In at the Global Football

Industry Awards.

In summary, 2025 was a successful year

forthe Group, delivering both strategically

andfinancially.

Our industry enjoys attractive growth

dynamics, with Entain’s diverse and globally

scaled portfolio of positions more important

than ever in ensuring we are a long-term

winner, delivering sustainable and quality

earnings growth. We continue to drive to be

stronger, fitter and faster. I am confident that

Entain is well placed to not only navigate

challenges ahead, but seize them as strategic

opportunities and emerge stronger.

I am excited about our future, continuing our

hard work to realise Entain’s full potential;

winning together, the right way and delivering

value for all our stakeholders.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Chief Executive

Officer’sReview

Entain plc Annual Report 2025 17

1 Previous Entain guidance of FY25 Underlying EBITDA

in the range of £1,100m to £1,150m provided in 2025

Interim Results (12 August 2025) and BetMGM

guidance of Net Revenue of at least $2.75bn and

EBITDA of c$200m provided in Q3 2025 Business

Update on 14 October 2025

2 Net Gaming Revenue (“NGR”) is defined as Net

Revenue before charging for VAT and Sales Taxes.

Afull reconciliation of this non-GAAP measure is

provided within the Income Statement

3 Underlying EBITDA is earnings before interest, tax,

depreciation and amortisation, share-based

payments and share of JV income and separately

disclosed items

4 Non-GAAP measures including the Group’s

50%share of BetMGM NGR and underlying EBITDA

are shown to facilitate the understanding of the

Group’s performance in comparison to its peers.

Areconciliation of these non-GAAP measures is

shown in Financial Results and the use of non-

GAAP measures

5 2025 results are audited and relate to

continuingoperations

6 Growth on a constant currency basis is calculated

by translating both current and prior year

performance at the 2025 exchange rates

7 Like-for-like growth performance excludes the

impact of store closures

8 Volume growth adjusts NGR to remove the impact

of sports margin fluctuations (assuming the same

sports margin in both years)

9 Contribution represents gross profit less marketing

costs and is a key performance metric used by

theGroup

10 BetMGM Adjusted Underlying EBITDA is defined as

Underlying EBITDA before parent fees. Parent fees

are the operating expense to BetMGM for the

provision of certain licenses and services by the

parent entities, MGM and Entain, and their affiliates

11 Cashflow before working capital, equity dividends,

acquisitions and associated financing

Entain enjoys a powerful combination of structural market growth, regulatory maturity,

attractive portfolio footprint diversity and distinctive operational capabilities. Operating

at scale in regulated markets, Entain benefits from long-term industry tailwinds, a

resilient and diversified business model and an advanced tech and data platform that

delivers an engaging customer experience. Together, these factors create a clear and

sustainable competitive advantage.

Global growth industry

Entain’s powerful portfolio “Engine” of growth

Scaled and diversified Portfolio

Podium positions

in attractive regulated markets

Unique operating capabilities

+ proprietary tech

Resilient business model

embedded with attractive structural dynamics and operating

leverage supporting sustainable long-term growth and financial returns

Entain is well positioned to benefit from

embedded and enduring growth trends.

Asmore customers choose to enjoy online

experiences, digital engagement continues to

deepen, supported by ongoing technology and

product innovation that keeps experiences

fresh, relevant and compelling. At the same

time, the audience for betting and gaming is

expanding, driven by evolving player

preferences and broader engagement with

sport. Importantly, the continued regulation of

markets plays to Entain’s strengths, favouring

scaled, responsible operators and supporting

sustainable, long-term growth.

Our unique business model is built on three

defining characteristics.

We have a deeply diversified geographic and

product footprint, reducing reliance on any

single market or channel while enabling us to

capture growth wherever it emerges.

We hold podium positions across our portfolio

of markets, reflecting the strength of our

brands, operational execution and local market

insight. Complementing this scale, reach and

market positioning is a compelling product

proposition—offering customers engaging,

innovative and trusted betting and gaming

experiences, supported by a leading approach

to player protection.

Entain’s unique and integrated capabilities set

Entain apart from its peers. Our proprietary

technology, data, pricing, risk management and

product innovation capabilities enable us to

move at pace, tailor experiences locally, and

continuously enhance both customer

engagement and safety. Entain’s powerful

engine of growth allows us to leverage global

scale while retaining the agility of a local

operator, creating a significant competitive

advantage that is difficult to replicate.

These elements combined are the foundations

of Entain’s winning ways, positioning the Group

to deliver sustainable growth, strong returns

and responsible leadership in a rapidly evolving

global growth industry.

1. Overview

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103. Governance

167. Financial Statements

The Entain Advantage

18 Entain plc Annual Report 2025

19 we haev some numbers

1. Source: H2GC – Global Online GGR (including offshore).

Entain’s online markets – 2025

Entain only operates in regulated or

regulatingmarkets.

In 2025, the UK&I market represented 29% of

Entain’s total Online Net Gaming Revenue

(“NGR”) (exc. US), with the total underlying YoY

UK market growing an estimated 3%

Entain’s International segment represented

60% of its 2025 Online NGR (exc. US); with the

combined total of the markets estimated to

have grown 10% YoY, with double-digit

growth in Canada, Spain and Latvia within

thissegment.

Entain’s CEE segment representing Croatia and

Poland, was 11% of 2025 Online NGR (exc.

US), with the combined underlying markets

estimated to have grown 1% YoY.

Forecast NGR CAGR 2025-2030

forOnline markets (exc. US) where

Entain operates

5-7%

Forecast growth in Entain market segments

UK & Ireland

2025-2028 CAGR 4%

Ireland

2020 2021

2022 2023

2024 2025

2026 2027

2028

CEE

2025-2028 CAGR 11%

Poland

Croatia

2020 2021

2022 2023

2024 2025

2026 2027

2028

0.0

0.2

0.4

0.6

0.8

1.0

1.2

2025-2028 CAGR 12%

2020 2021

2022 2023

2024 2025

2026 2027

2028

International

2025-2028 CAGR 10%

Brazil

Australia

Italy

Others

2020 2021

2022 2023

2024 2025

2026 2027

2028

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

The industry in which weoperate

Entain plc Annual Report 2025 19

105

122

142

159

177

199

223

244

262

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

2024e

2025e

2026e

2027e

2028e

2029e

2030e

Global online markets

Forecast 5YR CAGR 2025-2030 (£bn)

10%

£159bn (2025)

The total global online gaming market,

including unregulated markets, was estimated

to be worth c.£159bn in 2025. Over the past

five years (2021-2026), the market has grown

at 17% CAGR and growth from 2024 to 2025

was 12%, in part driven by c.28% betting and

gaming growth in the USA.

Structural growth drivers

The online betting and gaming industry is

highly dynamic and benefits from a number of

structural growth drivers including:

4 Increasing digital penetration and

greater player engagement across

online platforms

4 Technological innovation and

product advancements driving

increased player engagement

4 Expanding audience opportunities

with evolving player preferences

and broader sports engagement

4 Growth from regulation of new

markets – regulation favours

scaledoperators

Source:

2. UK Gambling Commission 3. Regulus Partners and internal estimates weighted to Entain’s markets as at 31 December 2025 4. Regulus Partners

Retail Entain markets

Entain operates a significant retail betting estate in regulated markets.

It is the largest high street bookmaker in the UK and has a significant

presence in countries including Ireland, Italy, Belgium, Croatia, Poland,

Latvia and New Zealand. Retail complements its online business,

providing brand visibility, stable cash generation and omnichannel

customer engagement.

Total retail market where Entain operates

by product (£m)

Horse racing

1,211

Sports

2,595

Casino

2,176

Gaming Machines

11,002

Bingo

988

Lotteries

9,515

Total retail market where Entain operates

by region (£m)

UK&I

8,777

International

16,862

CEE

1,669

Entain retail NGR by product (£m)

Sports NGR

870

Gaming NGR

542

Other NGR

Total NGR

1,451

Entain retail NGR by geography (£m)

UK&I

1,049

International

318

CEE

Group Retail

1,451

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

The industry in which

weoperate

20 Entain plc Annual Report 2025

1. International markets include Belgium, Italy, Latvia & New Zealand, CEE

includes Croatia and Poland

Source: H2GC 2025

A highly diversified geographical and product footprint

Entain’s unique and high quality business model is defined by scale,

diversification and market leadership. Our broad geographical and

product footprint provides earnings resilience, reducing reliance on any

single market or channel, while enabling us to capture growth

wherever it emerges.

Total Group NGR split (online and retail) by Product

Sports Betting

49%

Gaming

48%

Other

Total Group NGR split (online and retail) by Region

UK&I

41%

International

50%

CEE

10%

Internal revenue (excluded from graphic

duetonegative)

(1%)

NGR from podium positioned brands

Podium position market

87%

Non Podium position market

13%

98%

87%

From markets where we

are locally licensed

From markets where we

hold a podium position

98%

97%

From markets with

forecast NGR growth

(CAGR 2025 –2028)

From online markets

where NGR is

forecasttogrow to least

mid-single-digit (CAGRs

2025–2028)

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

The industry in which

weoperate

Entain plc Annual Report 2025 21

1. Source: Regulus Partners

Entain is a global business providing customers with a local offer. Our portfolio

provides resilience and enables us to turn insight into action. Through sharper

data, smarter analytics and meaningful scale advantages, we share, learn and

improve across brands and borders, continually raising the bar.

This provides the momentum and operational capabilities to enhance our

platforms year after year. Our business model is built on focus, discipline and our

ambition to win: Determination at Play underpins everything we do.

How we generate revenue

Brilliant basics

Our business model is simple: we grow by being our customers’ first

choice when they want to place a bet or play a game. That takes focus,

precision, innovation and the determination to ensure our fundamentals

are right every time. Determination at Play is what keeps us improving

the experience we offer, from a smoother interface to more exciting

content, across every brand and market we operate in. Entain generates

revenue by doing the basics brilliantly:

4 Great local brands that resonate with our players and reflect

theirculture

4 Apps and websites that are fast, intuitive and easy to navigate.

4 Promotions that offer clear value

4 Account-management tools and responsible betting protections that

keep customers in control

4 Customer support that solves problems first time

4 Simple, secure deposits and withdrawals that work when customers

need them

Alongside these fundamentals, each of our core product verticals has its

own strengths – and its own Determination at Play.

Sports betting

4 A broad range of sports, markets and bet types, from pre-event to in-

play to accumulators and parlays

4 Competitive odds that offer genuine value

4 Live-streamed events that bring the action closer

Gaming

4 A rich portfolio of slots and games; a mix of exclusive content created

by our in-house Entain Studios and the best from third-party partners

4 Live table games streamed around the clock

4 New formats and immersive content that keep players coming back

4 Dedicated poker and bingo experiences from some of the industry’s

most loved brands

Retail and omnichannel

Providing welcoming, engaging retail environments with customers and

community at the heart encapsulates Entain’s successful retail offering,

supported by the latest bet stations and gaming machines as well as

high definition displays showing live events and sporting action.

An omnichannel ecosystem in the UK that brings Ladbrokes and Coral

customers the best of both worlds, letting them move seamlessly

between retail and online.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

How we create value

22 Entain plc Annual Report 2025

Our customer journey

Acquisition

Interaction

Customer consideration

Our first step is to earn attention.

Brandawareness matters, which is why

we continue to invest in positioning and

reputation campaigns alongside our retail

presence. We are proud to have many of

the most recognisable brands in betting

and gaming. This strong heritage already

commands interest, and our

Determination at Play ensures we

appropriately showcase and build upon it.

Customer retention

Retaining customers is as important as attracting them.

Thoughtful, relevant and engaging in-app experiences

and promotions help us build long-term relationships,

whether that’s a price boost after a first cash-out or

personalised recommendations based on past play.

Understanding our customers through our technology

and customer insights supports our delivery of the

brilliant basics as well as keeping our offering fresh

andengaging. Brilliant content only matters if the

platform behind it is fast, stable and simple to use.

UserInterfaceand User Experience design ensure

journeys feel effortless; app speed and site reliability

ensure customers can place bets, cash out or withdraw

winnings whenever they choose. Determination at Play

is demonstrated by our focus on the details; the invisible

work that keeps everything running smoothly.

Customer conversion

Once customers choose to engage with us,

we aim to make onboarding clear and

friction-free: fewer steps, fewer clicks, more

confidence. Welcome offers support early

engagement, and as a player continues

their experience, following pathways of

actions, our systems quickly understand

their behaviours, favourites and likely

preferred offering, allowing us to better

tailor the experience responsibly.

In these early moments of engagement, the

impression we create really counts. We

avoid assumptions and use real insights;

the games they choose, the sports they

follow, to ensure every interaction feels

relevant, enjoyable and respectful.

Customer engagement

Sustainable and consistent engagement

drives predictable, responsible growth.

Weoffer recreational entertainment and

experiences, focusing on providing high-

quality sustainable play that customers can

enjoy regularly. A large number of customers

placing frequent recreational wagers builds

ahealthier and higher quality ecosystem for

all parties, and minimises volatility from a

concentrated base of larger staking players.

Success depends on the quality, breadth and

localisation of our offering. CRM helps us

personalise content to each customer, not just

to each event. Machine learning strengthens

personalisation, drives smarter engagement

and enhances bonus allocation. Our global

scale also creates a trading and pricing

differentiator that enhances the experience

across all brands.

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Entain plc Annual Report 2025 23

Entain’s powerful engine of growth combines the strength of our global and

diverse portfolio with the operational capabilities that drive growth in each

market. The result is a unique competitive edge: podium position brands

supported by the scale, insight and execution needed to keep winning.

Benefits of scale in our industry

Our unique capabilities

Scale efficiencies

with increased

purchasing power

Proprietary tech

Our technology gives us a clear advantage. With five in-house platforms and

one core system powering our global operations, we have the flexibility and

control to stay ahead of the market. Owning and operating our own tech

enables us to be more agile, move faster with actions and decision-making,

enter new markets with confidence and deliver products that meet the

highest standards of safety and performance.

We have also integrated the latest AI tools across product discovery, design,

implementation, testing, automation and release management. This helps us

capture enhanced insights, streamline development and enhance reliability,

strengthening the player experience end-to-end.

Insight into customer

trends across multiple

markets

A huge data pool

to provide greater

business analytics

Our unique

capabilities

CRM and data

Our CRM and data capabilities

help us understand what our

customers want, expect and value,

and how we can serve them

better. From marketing to player

analytics, we use insight to

personalise experiences and keep

engagement steady and

responsible. Scale matters: a

larger customer base gives us

richer data, sharper decisions and

more relevant content.

Geographic and product

diversity enables us to balance

risk in our sportsbook

A blend of emerging,

scaling and

maturemarkets

Safer betting and gaming

Player protection is built into every

part of our business. We provide

acomprehensive suite of tools to

help customers stay in control, and

our systems monitor behaviour in

real-time to identify risk early.

Whenintervention is needed,

weact quickly and proportionately,

setting high standards across all

ourbrands and markets.

Retail presence and

omnichannel

Our retail network gives us a

strong, trusted presence on the

high street, which continues to

attract new customers and

support brand recognition across

communities.

We combine our retail footprint

with a seamless omnichannel

experience, enabling customers to

move easily between shops and

digital accounts. The result is a

consistent, connected journey

wherever and however they

choose to play.

Enhanced player protection

through breadth of insight

into player behaviours

Adaptability to

changing regulatory

requirements

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Entain’s growth engine

24 Entain plc Annual Report 2025

Delivering value to

all of our stakeholders

Our Customers

77%

customer satisfaction score

Product and content

We create standout betting and gaming experiences through a mix of

in-house innovation and best-in-class third-party content. Our studios

developexclusive titles that give our brands a clear point of difference,

whileour partnerships ensure we offer the widest range of premium games

in themarket.

Rich media, live experiences and interactive features all bring our products

to life, helping us deliver entertainment that feels engaging, immersive and

consistently fresh.

Our Colleagues

84/100

Achieved a record-high score in our employee

engagement survey

Marketing expertise

We use deep customer insight and

a clear read of market trends to

build campaigns that resonate and

perform. Our marketing teams

combine data, creativity and

disciplined execution to attract new

customers and deliver measurable,

efficient returns on investment. It’s

about putting the right message in

front of the right audience, at the

right moment.

Brands

With more than 35 iconic brands

across our markets, we have

aportfolio that’s both broad and

diverse but also resonates at

alocal level. Each brand reflects

local culture and player

expectations, giving us the

flexibility to serve different

customer segments with clarity

and relevance. In most markets,

asingle hero brand leads the

way, supported by

complementary brands that

strengthen our presence

andreach.

Our Shareholders

£1,160m

Group Underlying EBITDA

Our Communities

5 Years

we celebrated the fifth anniversary of Pitching In,

ourmultimillion-pound grassroots sports

investmentinitiative

Talent and culture

Our people are the driving force

behind our success. We attract and

retain top talent from across and

beyond the industry by offering

meaningful work, clear

opportunities for progression and a

culture that values curiosity,

collaboration and accountability.

As our people grow, so too does

our business.

Regulatory experience

We operate exclusively in

regulated and regulating

markets, giving us deep

experience of working closely

with regulators worldwide. This

helps us anticipate change, adapt

at pace and maintain high

standards of integrity and

compliance wherever we

operate. Our long track record of

working with regulators across

more than 30 markets provides

the foundation for

sustainablegrowth.

Our Regulators

100%

of revenues from regulated and regulating markets

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Entain plc Annual Report 2025 25

In 2025, we made significant progress in delivering against our strategic priorities.

As we look ahead, reflecting the transformation our business has already

achieved, we have evolved our strategic framework, underpinning it with our

approach and mindset of Determination at Play.

We continue our focus on delivering organic growth and margin

expansion, with the addition of cash generation as a new strategic

priority given its significance in the next phase of Entain’s strategic

improvement journey. These pillars are supported by our key enablers

with the goal of delivering significant shareholder value.

Alongside our purpose, ‘To deliver the most entertaining customer

experience supported by in-market-leading player protection’, we have

also refined our vision ‘to be a Tier 1 operator in the global betting and

gaming sector’ reflecting our elevated ambitions and determination in

striving to be a Tier 1 operator and what that means for each of our

stakeholder audiences.

Strategic Priorities (commercial) Key enablers (operational) Goal

Organic

Growth

Grow presence and

leadership in markets

People

and Culture

Product and

Technology

Enablement

Governance

Deliver

significant

shareholder

value

Margin

Expansion

Drive expansion

throughscale and

operational leverage

Cash

Generation

NEW TO 2026

Determination at Play

Our strategic mindset to take clear, bold decisions

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Our strategic framework

26 Entain plc Annual Report 2025

Vision:

To be a Tier 1 operator in the global betting

and gaming sector

Mission:

To deliver the most entertaining customer

experience supported by in-market-leading

player protection

KPIs

2025 Progress

Associated principal risks

Links to remuneration

5-7%cc

FY26 guidance

Online NGR excluding US

4 Strong FY25 performance with

Group NGR up +4%cc YoY, and

Online NGR up +6%cc YoY

4 Operational focus on player

acquisition and retention as the

engine of sustainable growth

4 Accelerated delivery of product

improvements, better customer

journeys and enhanced

experiences

Principal risks

1, 2, 3, 4, 5, 6, 7, 8, 9, 10

Read more: pages

94-101

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Entain plc Annual Report 2025 27

1. Growth on a constant currency basis is calculated by translating both current and prior year performance at the 2025 exchange rates.

2. Online EBITDA margin is based on Underlying EBITDA

In the Americas & Southern Europe (ASE)

region, we’ve adopted a deliberate strategy

ofpiloting responsible AI initiatives quickly,

learning through real-world experimentation,

and scaling successful solutions to other

markets. SportingBOT exemplifies this

approach – launching first in Brazil as

afocused test-and-learn initiative before

abroader rollout.

SportingBOT is a generative AI chatbot that

serves as a personalised betting assistant.

Thebot integrates our live odds pricing API,

real-time match data via Sportsradar, and is

grounded in the knowledge of Sportingbet

promotions and T&Cs – enabling customers

toreceive accurate, contextual answers in

anatural conversational flow.

The AI chatbot reached over 65,000 users and

delivered on its core goals of converting new

players and providing reliable, real-time

assistance. An unexpected outcome also

emerged: our own Customer Service teams in

Brazil began actively using the bot to improve

their response times and accuracy – translating

to an even better customer experience in

thisregion.

True to our pilot-then-scale philosophy, we’re

now expanding the model to Spain, planning

refreshed Brazil deployments for future major

events, and building a dedicated Customer

Service version of the AI chatbot.

Every interaction with SportingBOT is

grounded in accurate data, transparent terms,

and customer trust. As we scale AI-powered

experiences, our commitment remains clear:

innovation must always go hand in hand with

responsibility. This is how we shape the future

of betting: with technology that excites, and

responsibility at the core.

>6X

Targeted visits received within a month

and 40% of visitors engaged

65,000

SportingBOT users

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Determination at Play

28 Entain plc Annual Report 2025

As consumer expectations shift towards

conversational, AI-powered experiences, Sportingbet

Brazil identified a huge opportunity to reimagine how

customers discover betting opportunities – particularly

for high-profile events like the FIFA Club World Cup.

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Entain plc Annual Report 2025 29

Ladbrokes is known for its strong retail

presence, innovative campaigns, and

commitment to customer engagement.

Memorable campaigns include “Bring Your

Wave” during the Euros, to “Gaffer of All

Accas.” We wanted to put it back at the heart

of British betting and gaming culture.

We created a new brand platform built around

the concept of “Ladisfaction” – the ultimate

feeling of satisfaction when bets, games and

rewards are perfect for you. The initiative

reflects deep customer insight and

acommitment to cultural relevance. “That’s

Ladisfaction” is more than just a campaign –

itis a brand-wide commitment that touches

every customer interaction, from retail and

customer service to digital channels and social

engagement. The creative execution of “That’s

Ladisfaction” was brought to life through three

flagship TV ads: “The Bet Builder,” “LadBucks

Choices,” and “Play Safe.” Each uses humour

and relatable storytelling to showcase key

features such as customisable betting tools,

loyalty rewards, and responsible play. The

campaign launched alongside the football

season in 2025 across TV, digital, social media,

radio, and a nationwide out-of-home push in

the UK.

This positions Ladbrokes as a brand delivering

tailored, emotionally resonant experiences –

setting a new benchmark for customer

engagement.

Charlotte Emery, Chief Marketing Officer at

Entain UK, summed it up: “Ladbrokes is a

leading brand in the UK with incredible heritage

and very passionate customers. We wanted

our creative platform to put Ladbrokes back at

the heart of British betting and gaming culture

and showcase a brand that is relatable, funny

and surprising. ‘Ladisfaction’ reflects this.”

400

Betting shops featuring

Ladisfaction content campaign

on new digi-screens

+15%

Uplift in search following

campaign launch

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Determination at Play

30 Entain plc Annual Report 2025

Ladbrokes’ launch of the “That’s Ladisfaction” platform in

August 2025 represented a bold evolution of the brand,

designed to create a more personalised and emotionally

engaging betting experience.

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Determination at Play

32 Entain plc Annual Report 2025

The rollout, which began with the first terminal

in Feltham in 2020 and concluded in Swansea

in 2025, upgraded more than 2,400 shops and

converted 12,000 betting terminals. It required

a significant investment in technology and

collaboration across global teams, supported

by feedback from over 14,000 UK retail

colleagues. GBS is now the primary sports

betting channel across our retail estate,

enabling customers to enjoy a seamless,

digital-style experience.

GBS is already reshaping customer behaviour,

driving growth in complex and personalised

bets such as accumulators and football bet

builders, which have doubled in activity over

the past six months. Engagement with ‘other

sports’ betting has also risen, and Grand

National bets placed via GBS increased by

more than half year-on-year. We will

continueto evolve GBS to enhance customer

experience, strengthen market share, and

accelerate our journey towards a fully

digitalised retail environment.

It underscores Entain’s commitment to

innovation and multi-channel growth, ensuring

our retail offering remains differentiated and

future-ready.

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Entain plc Annual Report 2025 33

2,400

Shops upgraded

12,000

Converted betting terminals

In 2025, Entain achieved a major milestone in its

retail digital transformation with the full

deployment of Group BetStation (“GBS”) across

all Ladbrokes and Coral shops in the UK and

Ireland. GBS is a proprietary, in-house developed

platform that delivers a market-leading, self-

service betting experience, redefining how

customers engage in store. It is a clear example

of how we are bringing our Determination at

Play to our retail network.

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Determination at Play

34 Entain plc Annual Report 2025

Retrigger joins our established studios—CR

Games and Vertical Studios—bringing fresh

talent and creative diversity to accelerate game

development. With three studios now under

one roof, Entain has achieved critical scale to

deliver unique content that resonates with

players worldwide.

The US market is a priority for Retrigger, not

only for its size but also for the unique

ecosystem surrounding BetMGM. Leveraging

MGM-owned properties, licensed brands,

influencers, and ambassadors, Retrigger will

deliver high-quality branded content tailored to

American players. Jackpot slots and branded

games will anchor its portfolio, reflecting US

player preferences and differentiating Retrigger

from our European studios.

Retrigger benefits from Entain’s advanced

technology platform and development kits,

enabling rapid delivery of new titles while

introducing innovations in user experience.

Using player insights and analytics, the studio

will pioneer new interfaces and features that

enhance engagement. While initial releases will

focus on proven fan favourites, the long-term

ambition is to create original IP and industry-

leading functionality that sets new trends in

digital gaming.

With the addition of Retrigger, Entain now has

the in-house studio scale and capabilities to

support global growth. This expansion

underscores our commitment to owning and

developing unique content that strengthens our

brands and drives sustainable value.

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Entain plc Annual Report 2025 35

In 2025, Entain launched Retrigger Games, a new

in-house studio dedicated to creating innovative

gaming content. This milestone strengthens Entain’s

strategy to scale proprietary content globally and

reinforces BetMGM’s leadership in North America,

amarket with significant growth potential.

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Determination at Play

36 Entain plc Annual Report 2025

Our ambition to be the operator of choice—

grounded in constructive regulatory

engagement and industry leadership—faces

ongoing challenges from the continued

expansion of unlicensed markets, which offer

no consumer protections and undermine trust

in regulated environments. Against this

backdrop, our commitment to safe and

responsible play is more important than ever.

Our safer gambling strategy is embedded

throughout the full customer journey and

structured around three pillars: Engage,

Support, and Protect.

(see pages 49-52).

Engage – Setting Customers

Up for Safe Play

We begin by engaging customers early with

clear, accessible and responsible information.

Our safer gambling tools remain widely used

across our brands, supported by intuitive

controls, transparent messaging, and data-led

prompts that encourage informed

decision-making. These early, proactive

interventions help customers stay in control

before risk behaviours develop. This aligns with

our North Star ambitions around Safe &

Responsible, Seamless Journeys, and

ServiceExcellence.

Support – Human Expertise

When It Matters

When behavioural indicators suggest

emerging risk, our global Customer Care teams

provide timely and personal support. Our

Customer Protection specialists use advanced

behavioural insight, lived experience and

consistent global standards to deliver

meaningful, empathetic interactions. These

teams are trained to resolve issues in the

moment and collaborate across the business to

drive continuous improvement—directly

reflecting our ambitions around Resolve &

Optimise and Preemptive & Proactive service.

Protect – Embedding Safeguards

Across Our Operating Model

When customers need stronger safeguards,

we apply robust protections built directly into

our platforms, processes and governance

model. All colleagues complete annual safer

gambling and AML training, while Customer

Protection teams receive enhanced specialist

learning developed with external experts such

as EPIC. Independent quality assurance

ensures that training translates into real-world

protection and consistent global standards,

supporting our commitment to Global

Consistency & Local Intimacy.

This year, Customer Care’s organisational

alignment has been further strengthened

through direct reporting into senior leadership

within the Group General Counsel structure.

This enables faster escalation, clearer

accountability and stronger governance across

customer safety, compliance and operational

decision-making.

Our work sits alongside the Group’s broader

contribution to regulated markets—including

significant tax contributions and ongoing

investment in charities, research and safer

gambling initiatives.

Looking Ahead

To reinforce our leadership position, we are

developing a comprehensive

regulator-engagement playbook that will

strengthen our approach to constructive

dialogue and consistency across global

markets. We are also commissioning targeted

research to support enforcement and broader

industry action against illegal operators.

Protecting customers remains a shared

responsibility. As we look forward, our guiding

question remains: how do we continue to raise

the bar, one experience at a time, to deliver

safer, simpler and more trusted journeys for

every customer?

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Entain plc Annual Report 2025 37

Customer Care is central to how we operate as

a responsible, compliant and customer-centric

business. We continue to champion safe,

transparent, and fair experiences for

everycustomer.

Regulation

Betting and gaming is a truly global market and in 2025 the Group held licences in

over 30 jurisdictions across the world. The Group is committed to operating only

inregulated or regulating markets and 100% of the Group’s revenue is now derived

from such markets. The Group firmly believes that strong, commercially viable

regulation of the betting and gaming sector is in everyone’s interests. Itprovides

stability for operators, important taxation streams for governments and, most

importantly, provides consumers with protections and safeguards byensuring that

only responsible providers operate in the market.

UK & Ireland

Following its election victory in July 2024, the

Labour Government continued to enact the

previous Government’s proposals from the

2023 White Paper on gambling reform, with

several key measures coming into force in

2025. The new Statutory Levy to fund

Research, Prevention, and Treatment of

gambling harms became effective in April, with

Entain paying 1.1% of Gross Gambling Yield

on remote operations and 0.5% on retail. Online

slot stake limits of £2 for 18–24-year-olds and

£5 for those over 25 were introduced in May.

The Gambling Commission’s Financial Risk

Assessment pilot concluded in August, with

analysis ongoing, while the voluntary Industry

Code on Customer Checks remains in place

pending final regulatory decisions expected in

2026. Consultations on Gaming Machine

Technical Standards launched in January 2026,

proposing stricter limit-setting, safer gambling

messaging, session transparency, celebration

restrictions, and bans on spending outcomes,

with final regulations yet to be confirmed.

Further reforms are scheduled for 2026,

including new rules on bonuses and

promotions, and updated deposit limit

definitions from June 2026.

HM Treasury consulted on remote gambling

taxation in April 2025, and the Budget in

November 2025 confirmed increases in

Remote Gaming Duty from 21% to 40% from

April 2026, a new 25% rate for remote betting

under General Betting Duty from April 2027,

continued 15% duty on off-track UK

horseracing bets, and the abolition of Bingo

Duty from April 2026. Other land-based duties

remain unchanged. Additional measures

included National Minimum and Living Wage

increases, revised betting shop business rates,

and £26m in new funding for the Gambling

Commission to tackle illegal gambling over

three years.

In Ireland, the Gambling Regulatory Authority

ofIreland (“GRAI”) was established in March

2025 under the Gambling Regulation Act 2024.

It has signed a Memorandum of Understanding

with the UK Gambling Commission, consulted

stakeholders on phased licensing regulations,

and published Licensing Application Guidance

in July.

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Regulatory update

38 Entain plc Annual Report 2025

United States

Regulation in 2025 reflected continued market

maturation, with incremental state adoption

and emerging federal–state tension around

prediction markets.

Missouri became the 39th US jurisdiction to

legalise sports wagering in December 2025,

and Entain secured a licence, enabling

BetMGM to operate both online and retail in the

state. At the same time, we successfully

implemented our new licensing framework for

Angstrom, our specialist provider of next-

generation sports modelling, forecasting and

data analytics.

Outside Missouri, legislative efforts in large

remaining holdout states — notably Texas,

Minnesota, and Georgia — failed to advance

during 2025 sessions, although proposals have

been reintroduced for 2026. Online casino

expansion has progressed most slowly.

Legislative proposals in New York and Indiana

again failed to secure passage despite

renewed fiscal arguments tied to tax revenue

generation. By contrast, New York advanced

land-based expansion. This divergence

highlights persistent political resistance to

remote casino gaming even as physical casino

investment continues.

Attention increasingly shifted from state

legalisation to federal regulatory jurisdiction,

particularly regarding event-contract and

prediction markets regulated by the

Commodity Futures Trading Commission.

These platforms expanded offerings under

federal oversight, prompting legal disputes with

state gaming regulators over whether federally

authorised event contracts constitute gambling

activity subject to state control. As of early

2026, jurisdictional authority remains

contested, with litigation ongoing and no

definitive federal pre-emption settlement

established. Entain continues to follow

developments closely and will take steps to

safeguard its regulatory interests.

Looking ahead, we expect regulatory attention

on affordability and advertising standards to

continue, with proposals like the SAFE Bet Act

currently in Congress. Unhelpful but unrelated

IRS decisions to limit the tax-deductibility of

gambling losses also act as a drag on

consumers. Yet we still expect the regulatory

outlook compatible with steady incremental

growth for well-regulated, compliant operators.

Canada

In 2025, the Ontario online betting and gaming

market – the first domestically regulated

Canadian market – continued to grow at a

steady pace. Entain is licensed in the province

and operates via its Sports Interaction brand,

as well as its bwin and Party brands.

The province of Alberta also approved

implementing legislation to introduce an open

licensing framework for online gambling, similar

to the Ontario model. We expect the market in

Alberta to launch in the first half of 2026.

In the coming years, we expect other Canadian

provinces to also regulate and license

onlinegambling.

Latin America

In Brazil, the regulated market officially

launched on 1 January 2025. Entain was

granted online gambling licences for its

Sportingbet and Betboo brands and is now

well-established in the market. Regulatory

challenges remain, however, with the illegal

gambling market still prominent and mounting

political pressure in favour of taxation increases

and curbs on advertising.

Outside of Brazil, Entain continues its licensed

operations in Colombia and Mexico. In

Colombia, the introduction of VAT on online

gambling in 2025 has increased the cost of

doing business, while in Mexico, material

gambling tax increases will come into effect in

January 2026.

Western Europe

In Germany, the considerable size of the illegal

gambling market remains an ongoing

regulatory challenge. Nevertheless, the

regulated industry has successfully secured a

one-year extension to the current deposit limit

increase process, awhile we also remain

hopeful that that stake limits for slot games will

be raised in early 2026.

The punitive 5.3% stake tax for slots also

undermines the attractiveness of the regulated

market, but a growing number of political

stakeholders are open to discussing possible

amendments. Unfortunately, the anticipated

tender process for casino table games

(regulated on a state-by-state basis) in North

Rhine-Westphalia has not commenced, while

the lack of regulated table games offers

remains another obstacle for licensed

operators.

In Austria, we are hopeful that the new

Government coalition, which is currently

negotiating a new draft Gambling Act,

willenact a programme of gambling reform

in2026.

In 2025, the Netherlands further restricted its

gambling regulatory framework. Gambling

taxes increased from 30.5% to 34.2% in

January 2025 and will rise further to 37.8% in

January 2026. This increased tax burden,

combined with strict monthly deposit limits,

enhanced player protection measures, and a

ban on sports sponsorships, means that the

regulated market struggles to compete with the

illegal market. This has been recognised by the

regulatory authority, which is now prioritising

further efforts against unlicensed operators.

In its 2025-2029 coalition agreement, the

Belgium Federal Government announced its

intention to modernise the Gambling Act,

including restructuring the regulator, taking

greater enforcement action against illegal

operators, and granting additional licensing

powers to local authorities. The tax

environment is also evolving, with corporate

tax liabilities for gambling operators increasing

following a recent Constitutional Court ruling,

and regional gambling tax increases possible

in2026.

In Spain, the regulatory authorities have sought

to reintroduce the commercial restrictions on

gambling operators that were previously struck

down by a Supreme Court ruling, but the way

forward still remains unclear. The regulator has

also progressed with plans to introduce a

cross-operator deposit limit system and a

prescribed safer gambling algorithm; we

expect these to be piloted in 2026.

In Denmark, the Government has recently

unveiled plans for new marketing restrictions,

which the Group anticipates will be

implemented by mid-2026.

In France, sports betting taxes increased

further, while a fully digital national self-

exclusion system was launched. Discussions

around the possible legalisation of online

casino games have been hampered by wider

political challenges.

Elsewhere, the legislative reform process

continues in Finland. We expect the primary

law to be adopted by early 2026, with

subsequent regulations and licensing taking

place later in 2026, ahead of market opening in

July 2027.

CEE

In Croatia, the Government passed a raft of

amendments to its gambling law in April 2025.

From 1 January 2026, all operators must be

integrated with a new national self-exclusion

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Entain plc Annual Report 2025 39

verification checks will be required online

and in physical venues. Various advertising

restrictions will also come into effect, including

a nationwide advertising curfew banning

gambling promotions between 6am and 11pm.

A new tax framework introducing a tiered

levy on player winnings and increased

annual licensing fees for operators will

also be imposed.

In Poland, we continue to advocate for the

liberalisation of online casinos while urging the

authorities to take greater action against the

illegal gambling market.

We also continue to run fully regulated sports

betting and gaming operations in Georgia

under our Crystalbet brand.

Australia & New Zealand

In Australia, the Anti-Money Laundering and

Counter-Terrorism Financing Amendment Act

2024 represents the most significant reform

since the regime’s inception in 2006. The new

obligations commence on 31 March 2026 and

will see the regime move towards a principles-

based, outcomes-focused framework.

Separately, harm-minimisation standards

continue to evolve. The National Self-Exclusion

Government in 2023, has seen more than

44,000 people register. At the same time, the

Federal Government is considering further

gambling advertising reforms following the

parliamentary inquiry and “You win some, you

lose more” report, which recommended a

phased ban on online gambling advertising

and tighter restrictions on inducements. While

government and industry engagement on

possible models continued during the year, no

firm position has been agreed and it is

expected this issue will continue to receive

attention in 2026.

In July 2025 Entain entered into mediation with

AUSTRAC regarding an investigation into

historic operations. The Group will continue to

engage in ongoing mediation discussions,

aligned with the court-ordered timetable.

In June, the New Zealand Government formally

passed amendments to the Racing Industry

Act 2020, establishing a legislative net for

racing and sports betting in New Zealand and

extending TAB NZ’s exclusivity to include online

wagering. The legislative net prevents

unlicensed offshore operators from offering

wagering services to New Zealand customers,

whilst also supporting player protection and

securing funds for domestic racing and sport.

Legislation to introduce a licensing regime for

online casino gaming was published in late

2025, with regulations due to be finalised

mid-2026, followed by the ‘expression of

interest’ and auction process. Market opening is

anticipated to be 1 December 2026.

The illegal gambling market

Entain has taken a leadership position in

identifying and addressing the harms caused

by illegal gambling, and is a prominent voice

in advancing solutions to this broader

societalchallenge.

In certain jurisdictions, the illegal market

represents a material threat, diverting tax

revenues from public services, increasing risks

to sporting integrity, and often being linked to

organised criminal networks. However, within

robust regulatory frameworks, it does not

represent a systemic risk to Entain.

We have been proactive in highlighting

therisks illegal gambling poses to players,

particularly young people who are left without

support or protection. A report from Regulus

Partners indicates that illegal operators can

account for up to 60% of gambling activity

insome European markets, with consumers

under 35 around twice as likely to use

illegalsites.

We work closely with regulators to support

effective enforcement, developing tools to

assist authorities, challenging those who

facilitate illegal activity on social media,

exposing links to criminality, and calling out

practices that encourage the growth of the

illegal gambling market.

The impact of the tax increases announced in

the Autumn Budget risks exacerbating this

issue. The UK Government’s Office for Budget

Responsibility estimated that the changes

could reduce tax revenues by up to £500

million per year as consumers migrate to illegal

operators — reflecting patterns observed in

other regulated markets such as the

Netherlands, where the regulator,

Kansspelautoriteit ("KSA"), has indicated that

illegal operators account for approximately

51% of gambling revenue.

Unregulated prediction markets and illegal

operators provide no meaningful consumer

safeguards, offering no deposit limits, safer

gambling tools or effective monitoring. To

highlight these risks, Entain — as a founding

member of the International Betting Integrity

Association and part of the UK Sports Betting

Integrity Forum — maintains active dialogue

with governing bodies and regulators

worldwide. Unlike illegal operators, Entain

reports suspicious activity and actively

supports investigations into match- and spot-

fixing. While licensed operators comply with

strict regulatory standards, illegal brands

continue to gain visibility on major platforms

and sporting events. In 2025, several operators

had their UK licences revoked by the Gambling

Commission, yet their brands continue to

appear on Premier League shirts.

That is why Entain continues to demonstrate

practical leadership and solution-focused

action. Following the UK Government’s

consultation on tackling unlicensed operator

sports sponsorship, we called for clear,

enforceable powers without loopholes. We are

also developing a regulatory playbook to help

combat the illegal market, proposing measures

ranging from enhanced intelligence sharing to

strengthened enforcement.

Key components include: positioning payment

systems as a frontline enforcement tool and

urging the financial services sector to do more,

as illegal operators cannot function without

payment flows; preventing illegal advertising

on social platforms and holding technology

companies accountable; intensifying law

enforcement action against the networks

behind offshore sites, including ultimate

beneficial owners and associated assets; and

improving consumer awareness through clear

public blacklists. The illegal market is not

insurmountable. With the right partnerships,

tools and resolve, we can reduce the harm it

causes and build a safer, more trusted industry

for everyone.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Regulatory update

40 Entain plc Annual Report 2025

In this section

Our sustainability strategy

andperformance

Preparing for forthcoming

regulatory requirements

Governance of sustainability

atEntain

Progress against our

sustainability strategy

Be a leader in player protection

Provide a secure and trusted

platform

Create the environment for

everyone to do their best work

Positively impact our communities

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Sustainability at Entain

Our sustainability strategy and performance

Entain has long recognised that sustainability is key to maintaining trust and

fostering long-term growth. This commitment is set out through our sustainability

strategy, built around four pillars which are embedded within our business model.

This section brings together our sustainability highlights for the year, including our

progress across the four pillars of the sustainability strategy, the governance that

supports them, and our response to emerging regulatory requirements.

Across the year, we continued to advance

player protection through the evolution of our

approach to safer betting and gaming;

reinforced trust in our platform through

strengthened ethics and integrity, data privacy

and cybersecurity governance (including

responsible approaches to new technologies);

invested in our people through initiatives that

support inclusion, development and wellbeing;

and progressed our community ambitions

through a new, consistent approach to

charitable donations and investments.

In 2025, we also prioritised strengthening our

readiness for evolving sustainability reporting

requirements, including the EU Corporate

Sustainability Reporting Directive (“CSRD”) and

the International Financial Reporting Standards

(“IFRS”) S1 and S2. Regulatory uncertainty has

made it necessary to act nimbly and respond

accordingly. Throughout 2025, we completed

our CSRD-aligned double materiality

assessment, which, as well as putting Entain

ingood stead for future disclosures, reaffirms

that our strategy is focused on the right areas,

reflecting the sustainability-related impacts,

risks and opportunities most material to the

Group and its stakeholders.

We hope you find this coming section

informative and engaging, as we reflect on

themomentum delivered across each pillar.

Entain has long recognised that sustainability is key to

maintaining trust and fostering long-term growth.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Sustainability at Entain

42 Entain plc Annual Report 2025

Be a leader in

player protection

Provide a secure and

trusted platform

Create the environment for

everyone to do their best work

Positively impact

ourcommunities

Ambition

Focus areas Oversight

Be a leader in

player protection

To be an in-market industry leader

in customer protection, providing

innovative features, customer

support and communications

4 Be an in-market industry leader in tailored

customer protection tools and processes

4 Empower our people to support and

protect our customers

4 Prevent harm through education and

responsible communications

4 Promote research and share evidence-

based learnings with the industry

Sustainability

&Compliance

Committee

Provide a secure

and trusted

platform

To lead on integrity in everything

that we do. From having the

highest ethical standards, to only

operating in regulated or

regulating markets, to having

robust data privacy and

cybersecurity programmes

4 Only operate in regulated or regulating

markets

4 Ensure ethics and integrity are at the core

of our organisation and culture

4 Provide industry-leading cybersecurity,

data privacy and AI governance

4 Maintain clear and robust governance

processes for each of our material

sustainability topics

Sustainability

&Compliance

Committee

Audit & Risk

Committee

Create the environment

foreveryone to do

theirbestwork

To be an employer of choice, and

build an inclusive and supportive

culture where talent from all

backgrounds can thrive

4 Attract, engage and retain the best, most

diverse talent

4 Provide the right growth opportunities for

all

4 Build a sense of belonging for all Entainers

People

&Governance

Committee

Positively impact our

communities

To support and positively impact

our communities around the globe,

and work towards achieving net

zero for our own operations (Scope

1 and 2 greenhouse gas emissions)

4 Reduce our environmental impact

4 Create a sustainable value chain

4 Promote grassroots, women’s and

disability sports

4 Support the communities in which we

operate

Sustainability

&Compliance

Committee

Our performance across ESG rating agencies

We voluntarily report to many of the leading independent ESG rating providers, who in turn provide a score based on factors such as risk exposure,

resilience, controversies and performance in relation to sustainability topics. We are proud to be a sector leader amongst many of these providers —

the following table shows our performance over time:

Agency

Rating

2025 2024

Industry Rank

MSCI ESG

ESG Score

AAA (7.8) AAA (7.4)

Among the 9.6% of the industry with an AAA rating

Sustainalytics

ESG Risk Rating

18.4 18.0

32nd percentile

ISS ESG

ESG Score

49.68 49.38

2nd decile (top 20% of the industry)

S&P Global Corporate

Sustainability Assessment

ESG Score

58 58

91st percentile and Sustainability Yearbookmember

FTSE4Good

ESG Score

4.2 4.2

95th percentile

CDP

Climate Score

B B

N/A

1. A lower score represents a lower risk rating.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Sustainability at Entain

Entain plc Annual Report 2025 43

Preparing for forthcoming

regulatory requirements

Governments, standard-setters and

policymakers continue to take steps to

standardise sustainability disclosures across

the globe, particularly for large and listed

organisations. Whilst requirements vary at a

jurisdictional level, most sustainability reporting

standards are increasingly introducing

mandatory disclosures relating to general

topics (such as governance and risk

management processes) and sustainability-

related topics (such as climate change and

equal opportunities) where these are deemed

to be material, with disclosures often subject to

assurance by an independent third party.

These reporting frameworks are likely to

determine how we communicate and report

progress across our material sustainability-

related topics in the future. In particular, we

anticipate reporting in accordance with the

European Sustainability Reporting Standards

(“ESRS”), as mandated by the CSRD, and IFRS

S1 and S2, as developed by the International

Sustainability Standards Board (“ISSB”).

The CSRD is a European directive which

mandates sustainability reporting. To comply

with CSRD, companies are required to report in

accordance with the ESRS. The ESRS provide a

consistent and standardised reporting

framework of “general” and “topical”

standards, based on an organisation’s material

sustainability-related impacts, risks and

opportunities (“IROs”). We expect to issue our

first CSRD- and ESRS-aligned sustainability

statements in early 2028, for the financial year

ending 31 December 2027.

IFRS S1 and S2 provide a global baseline for

sustainability- and climate-related financial

disclosures, based on an organisation’s

material sustainability- and climate-related

risks and opportunities. We continue to monitor

the endorsement and adoption of the

standards across our markets and anticipate

issuing sustainability statements aligned with

jurisdictional requirements. In 2026, Entain will

be submitting its first report in Australia in

accordance with the Australian Sustainability

Reporting Standards (“ASRS”), and we

anticipate to report against the UK

Sustainability Reporting Standards (“UK SRS”),

when adopted. Other markets in which we

operate, such as Brazil and the Philippines,

have taken steps to adopt the standards,

although we do not currently anticipate

beingin-scope for mandatory reporting

inthose jurisdictions.

We are working towards an integrated

sustainability reporting framework and continue

to monitor the interoperability of reporting

standards, with an aim to satisfy both the

requirements of the ESRS and IFRS S1 and S2.

UK Sustainability Reporting Standards

(broadly in line with IFRS S1/S2

Australian Sustainability Reporting Standards

under AASB S2 (in line with IFRS S2) in force.

Entain Australia and New Zealand first

reporting in Q1 2026 on FY 2025 data.

EU Corporate Sustainability Reporting

Directive (in line with ESRS), with Entain

expected to report at a Group-level in Q1 2028

on FY 2027 data.

Regulatory changes in 2025

The regulatory landscape evolved significantly

during the year. The European Union advanced

measures intended to simplify and phase the

implementation of sustainability reporting

requirements, including “stop-the-clock”

changes to reporting timelines, proposals to

modify the scope of the CSRD through revised

thresholds, and work to revise and simplify the

ESRS to reduce disclosures and clarify

requirements. Whilst the precise timing and

final requirements continue to emerge, these

changes reinforce the continued direction of

travel towards more decision-useful and

proportionate sustainability disclosures.

With this in mind, we are taking a pragmatic

and forward-looking approach to sustainability

reporting. By anticipating potential shifts in

stringency and urgency, we are positioning the

Group to respond effectively and ensure

compliance as requirements evolve. Entain

anticipates to remain within scope of the

revised CSRD thresholds, and we are therefore

continuing to progress our readiness activity.

Preparing for reporting in accordance with

the CSRD

An important milestone this year included the

refresh of our double materiality assessment

(“DMA”), aligned with the requirements of the

ESRS. This process brought together subject

matter expertise from across the global Group

to identify, assess and determine our material

sustainability-related IROs, both within our

own operations and across our value chain.

We also appointed an independent assurance

provider to support our transition to assured

sustainability statements. Subject to the

applicable requirements and final regulatory

timelines, we intend for the assurance provider

to perform limited assurance over our

sustainability statements for the financial year

ending 31 December 2027 (expected to be

published in early 2028).

This year, our assurance provider assessed the

methodology of our DMA and commenced

readiness work with us to help strengthen the

governance, processes, controls and data

underpinning our sustainability disclosures.

This section explores the methodology and

approach that we applied to our DMA, as well

as the outcomes of the assessment.

Our methodology and approach

We aligned our methodology for the DMA with

the requirements of the ESRS alongside

relevant industry and best-practice guidelines.

The assessment considered the following

perspectives to determine Entain’s material

sustainability-related IROs.

1. The FCA is currently consulting on proposals to amend

the UK Listing Rules to reflect UK SRS. A phased

introduction of reporting requirements for financial

years beginning on or after 1 January 2027 is expected.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Sustainability at Entain

44 Entain plc Annual Report 2025

Impact

Materiality

The impact of our own

operations and value

chain on society and

the environment

Financial

Materiality

How sustainability-

related risks and

opportunities affect our

financial prospects

The DMA followed a four-phase process, ensuring an objective and evidence-based approach:

Build a holistic

viewofEntain’s

business model

andvalue chain

CSRD requires us to define our business model and related value chain. This

mapping exercise represents an important foundation for identifying our IROs and

stakeholder groups.

The output of this exercise was a map of Entain’s own operations and upstream

and downstream (input/output) value chain, encompassing our business model,

activities, relationships and dependencies. From this, we were able to identify key

sustainability-related dependencies and to construct our initial “long list” of IROs.

Identify IROs and

engage stakeholders

We developed a long list of actual and potential IROs over the short, medium and

long-term from relevant internal and external documentation, drawing from

sources such as our business model and value chain, risk registers and enterprise

risk management (“ERM”) procedures, industry insights, peer reports, and our

submissions to ESG rating agencies.

Following this, stakeholders and subject matter experts (“SMEs”) across the Group

shared their insights on IROs through targeted interviews and workshops. In

addition to those relating to topics prescribed by the ESRS, we also identified IROs

relating to topics specific to Entain’s strategy and business model (“entity-specific

topics”), such as safer betting and gaming.

Assess IROs

usingadefined

scoring criteria

We engaged with SMEs to assess and score the IROs for materiality, applying

thefollowing methodology:

Financial materiality: The criteria for assessing and scoring risks and

opportunities was aligned with our ERM methodology, which considers the

likelihood of the risk or opportunity occurring, and the magnitude of impact to

theGroup.

Impact materiality: The criteria for assessing and scoring impacts was aligned

with the requirements of the ESRS and supplementary guidance developed by the

European Financial Reporting Advisory Group (“EFRAG”), assessing scope, scale

and irremediability alongside likelihood.

In line with the requirements of the ESRS as at July 2023, all IROs were scored on

an unmitigated basis.

Apply thresholds

todetermine

materialIROs

As defined by our ERM methodology, we assessed the likelihood and magnitude

of business impact to evaluate sustainability-related risks. The same criteria was

used for assessing sustainability-related opportunities through an inverted lens.

Through this application, we were able to identify qualitative and quantitative

materiality thresholds to determine those that are material.

As impacts, in the context of sustainability, are not considered within our ERM

methodology, we tailored our approach to determine qualitative and quantitative

materiality thresholds, ultimately applying the requirements of the ESRS and

supplementary guidance developed by EFRAG.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Sustainability at Entain

Entain plc Annual Report 2025 45

Our material sustainability-related topics and sub-topics

The table below shows both the entity-specific and ESRS-prescribed topics that were deemed material through their underlying impacts, risks or

opportunities (or a combination of these).

Materiality was determined over three time horizons which we define as short-term (0-1 years), medium-term (1-5 years) and long-term (5+ years).

Entity-Specific

Be a leader in

player protection

Topic Sub-Topic

Consumers

and End Users

Safer betting and gaming

Create the environment for

everyone to do their best work

Topic Sub-Topic

Own Workforce

Working conditions

Equal opportunities and treatment for all

Provide a secure and

trustedplatform

Topic Sub-Topic

Consumers

and End Users

Information-related impacts for

consumers and/or end users (data

privacy and cybersecurity)

Workers in the

Value Chain

Other work-related rights

Business

Conduct

Corporate culture (including bribery

andcorruption)

Sports betting integrity

Anti-money laundering and

anti-financial crime

Positively impact

ourcommunities

Topic Sub-Topic

Climate Change

Climate change mitigation

Climate change adaptation

Affected

Communities

Communities’ economic, social

andcultural rights

Our next steps for the forthcoming year

We intend to refresh our DMA ahead of our first ESRS-aligned sustainability statement, which we currently expect to publish for the financial year

ending 31 December 2027. This timeline is contingent upon the adoption of the Omnibus package

by the relevant European member states and

confirmation that the Group remains within the scope of the applicable legislation. Throughout the remainder of 2026, we will be taking a number of

steps to move towards alignment in our sustainability reporting with the ESRS, including ensuring the appropriate, material information is prepared

alongside our IROs, in line with the disclosure requirements of the ESRS.

In preparation for limited assurance over our sustainability disclosures, we have engaged our assurance provider to conduct an assurance readiness

assessment for a selection of our sustainability metrics. The output of this assessment will inform our approach to strengthening our data collection

procedures and the associated internal controls.

2. See Omnibus package on corporate sustainability reporting www.finance.ec.europa.eu/news/omnibus-package-2025-04-01_en

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Sustainability at Entain

46 Entain plc Annual Report 2025

Governance of Sustainability at Entain

Oversight of Entain’s sustainability strategy,

and the activities which underpin that strategy,

is principally undertaken by the Sustainability &

Compliance Committee and the People &

Governance Committee (the “Committees”),

both being sub-committees of the Board of

Directors of Entain plc (the “Board”). The terms

of reference and membership for each

Committee can be found on the Corporate

Governance section of our website

www.entaingroup.com/about-entain/

corporate-governance/board-committees.

Updates on our material sustainability topics

are periodically reported to the relevant

Committee through those functions which

retain day-to-day responsibility for managing

the relevant sustainability priorities, including

our Group Sustainability, Ethics, Compliance,

and Anti-Financial Crime functions. Other

dedicated steering groups are in place for

topics such as safer betting and gaming, which

necessarily requires deeper cross-functional

collaboration from across the business.

Further details on the activities conducted by

the Committees throughout the year can be

found within the relevant reports on pages

120-133.

Sustainability & Compliance Committee

The Sustainability & Compliance Committee

provides oversight of the Group’s sustainability

programme, reviewing the performance of the

Group against its sustainability strategy, setting

and monitoring the performance against

internal key performance indicators and

monitoring performance against external

sustainability-related index evaluations. The

Committee also oversees, and receives regular

reports in relation to, the majority of the Group’s

underlying material sustainability topics.

Recommendations of the Committee are

submitted for approval to the Board.

Throughout 2025, the Committee received

regular updates in relation to such matters. In

addition to ordinary updates, the Committee

also reviewed our refreshed approach to

charitable donations and community

investment activities and updates on key

regulatory developments across the markets in

which we operate.

The Committee also reviewed progress

towards readying the Group for compliance

with upcoming reporting requirements,

including the CSRD, and in particular, reviewed

Entain’s CSRD-compliant double materiality

assessment, further detail in relation to which

can be found on page 132.

People & Governance Committee

The People & Governance Committee provides

oversight of Entain’s sustainability-related

topics that relate to our colleagues (including

contractors and other workers in the value

chain) and our corporate governance practices.

In particular, in 2025, the Committee received

three comprehensive updates on diversity,

equity, and inclusion (“DE&I”) activity. Further

details on our DE&I highlights can be found on

page 62.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Sustainability at Entain

Entain plc Annual Report 2025 47

Entain plc Board

Sustainability &

ComplianceCommittee

4 Provides oversight of

Entain’s sustainability

and compliance

programmes

4 Reviews and

recommends the

approval of the

sustainability strategy

tothe Board

4 Oversees the effective

management of Entain’s

ongoing relationship

and engagement with a

wide spectrum of

stakeholders

People & Governance

Committee

4 Leads the process for

appointments to the

Board, with due

consideration for the

benefits of diversity

4 Board training

4 Reviews workforce

policies and practices

and monitor their

consistency with

Entain’s purpose,

strategy and values

4 Reviews developments

incorporate governance

practices, law and

regulations

Group Functions

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Sustainability at Entain

48 Entain plc Annual Report 2025

Key topics of oversight

Consumers and End Users

Safer betting and gaming

Information-related impacts

for consumers and/or end

users (data privacy and

cybersecurity)

Business Conduct

Corporate culture (including

bribery and corruption)

Sports betting integrity

Anti-money laundering and

anti-financial crime

Climate Change

Climate change mitigation

Climate change adaptation

Affected Communities

Communities, economical,

socialand cultural rights

Compliance Governance

Sustainability-Related

Principal Risks

Metrics and Targets

Charitable Donations and

Community Investments

Key topics of oversight

Own Workforce

Working conditions

Equal opportunities and

treatment for all

Workers in the Value Chain

Other work-related rights

Talent and Capability

Engagement and Culture

Employee Wellbeing

Workforce Engagement

(providing a “colleague

view” inthe boardroom)

Progress against our sustainability strategy

Be a leader in player protection

To be an in-market industry leader in customer protection, providing innovative features,

customer support and communications.

Aligned Material Topics

4 Consumers and End Users:

Safer betting and gaming

Oversight

Sustainability & Compliance Committee

Focus areas

2025 Highlights

Be an industry leader in tailored customer

protection tools and processes

4 Launched our new approach to safer betting and gaming, the “Committed to Player

Safety” framework.

4 Launched our safer betting and gaming guidelines, supported by tangible actions, to

embed our framework into day-to-day operations across our Group.

4 Renewed our Global Gambling Guidance Group certification in Italy for bwin.it and

eurobet.it.

Empower our people to support and protect

our customers

4 Launched regular best-practice sessions across the Group to embed our approach to

safer betting and gaming, and to support the sharing of best practices.

4 Achieved a 99% (2024: 99%) completion rate of our Group-wide specific safer betting

and gaming training module, one of the modules that contributes to our Big4 compliance

training programme.

4 Partnered with EPIC Global Solutions to deliver safer betting and gaming training to our

customer protection colleagues and independently quality assure a sample of our

customer interactions.

Prevent harm through education and

responsible communications

4 Launched a number of safer betting and gaming campaigns and initiatives, online and

in-store, to mark Safer Gambling Week across the UK, Ireland and Europe.

4 Continued to spend 20% of our advertising budget in the UK on safer betting and

gaming communications.

Promote research and share evidence-

based learnings with the industry

4 Initiated a major programme to study, measure, and map the illegal gambling market

and its infrastructure.

4 Participated in the UK Gambling Commission’s pilot to identify customers at heightened

financial risk.

4 Participated in the GamProtect scheme, a central exclusion register between

participating operators in the UK.

4 Implemented the UK statutory gambling levy to fund research, prevention andtreatment.

In the context of safer betting and gaming,

our approach is simple: we are committed to

player safety.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Sustainability at Entain

Entain plc Annual Report 2025 49

Committed to Player Safety

Our approach to safer betting and gaming is

rooted in our culture and values and is

embedded across our organisation. Our

approach is tailored to the specific context of

each market’s challenges and needs, and our

ambition is to prevent harm across our global

footprint. Whilst each market is different, our

overall framework, which we call “Committed

to Player Safety”, is captured by three key

principles.

We continue to monitor our player protection

programmes, the results of which are reviewed

by the Group Executive Committee and the

Sustainability & Compliance Committee.

Fundamental to our overall approach to safer

betting and gaming is the recognition that the

job is never done, and we continuously evolve

our approach based on local market conditions,

customer feedback and other insights as well

as when new evidence and technologies

emerge to improve the experience and support

for our customers.

Engage

We engage with regulators, governments, industry

and academics to evolve our understanding of

safer betting and gaming and to deliver a positive and safe

environment for our customers.

Protect

We take action to

protect our customers

from risks so that they

can have a positive and

safe experience using

our products.

Support

We communicate with

our customers and aim to

equip them with tools and

information to promote

safer betting and gaming,

while supporting our

employees with training to

identify and help manage

the risk of potential harm.

Embedding our approach across

theGroup

Alongside the Committed to Player Safety

framework, we launched safer betting and

gaming guidelines, supported by tangible

actions, to embed the framework into our day-

to-day operations.

To support each of our markets in adopting

andtailoring our safer betting and gaming

approach to local regulation and needs, we

conduct monthly best practice sessions. These

act as a platform to share safer betting and

gaming best practices across our global

network, with topics in 2025 including:

4 The implications of gambling-related harm

for consumers and operators, and practical

steps to tackle gambling-related harm.

4 Best practices for engaging with regulators.

4 Better Change’s “Positive Play” framework,

focusing on empowering players to enjoy

betting and gaming in a safe and

sustainable way.

4 Lessons learned from our participation

inthe GamProtect scheme.

4 Reflections from the UK Gambling

Commission’s financial risk assessment

pilot, which evaluated new approaches

toidentify customers at heightened

financialrisk.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Sustainability at Entain

50 Entain plc Annual Report 2025

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Sustainability at Entain

Entain plc Annual Report 2025 51

Engage

Our

sustainability

strategy in

action

We engage with regulators, governments,

industry and academics to deliver a positive and

safe environment for our customers. By working

with local stakeholders, and bringing our

international expertise to bear, Entain maintains

abalanced regulatory framework tailored to

local market conditions.

A critical part of working with policymakers,

regulators and law enforcement officials is our

commitment to seek to reduce the scale of the

illegal market, ensuring that our regulatory

objectives are not undermined by unlicensed

operators. The illegal gambling market is

acompetitive threat to licensed operators,

afiscalthreat to governments, but more

importantly, athreat to customers – many of

whom are unaware of the risks they run using

unlicensedoperators.

While regulated and licensed operators, such as

Entain, are rightly held to a high standard of player

protection – from knowing our customers, through

anti-financial crime measures, to safer gambling

controls – illegal operators avoid these controls

and the associated costs to their balance sheet

and public safety.

Unlicensed operators do not pay gambling taxes.

As tax and regulatory pressure grows on licensed

operators, as it has in many markets in 2025, the

lower cost base allows illegal operators to offer

generous odds, pricing and promotions to players.

Minimising the illegal gambling market is key to

establishing sustainable, regulated betting and

gaming markets. Entain supports the case for

regulation that strikes the right balance of

providing the best protection for customers, raising

tax revenues for governments, while enabling

licensed operators to be commercially competitive.

Regulation that is too restrictive can make the

offering of licensed operators less attractive,

leading to growth in the illegal gambling market

that, in some European territories, such as France,

has reached up to 60%

of gambling activity.

What we are doing

As a responsible operator, Entain is

committed to combating the illegal

gambling market and educating customers

on its associated harms. In 2025, we

launched a major programme to study,

measure and map unlicensed online

gambling and its supporting infrastructure

across seven key global markets

. Drawing

on more than 125 sources, this work

consolidates existing evidence, identifies

material gaps in current understanding,

and strengthens the overall evidence base.

The study assesses the size, scale and

structure of the illegal gambling market, the

effectiveness of different policy responses,

and the economic and human harm

caused by unlicensed operators. We

intend to publish the full findings later in

2026, establishing a comprehensive

reference point for policymakers, regulators

and industry stakeholders.

Initial analysis indicates that the illegal

onlinegambling market is both significant

and expanding, accounting for an

estimated 3–5% of activity in mature

markets and more than 30–40% in

certainrestrictive jurisdictions in which

Entain is present.

Early findings also suggest that illegal

operators disproportionately target young

and vulnerable consumers.

Our research reinforces that robust

measurement requires a combination of

web intelligence analysis and consumer

survey data, as no single methodology can

capture the full scale or complexity of the

issue. It further highlights that there is no

single solution. Effective suppression of the

illegal gambling market will require

sustained enforcement action against

major illegal networks, alongside

coordinated efforts to disrupt their

marketing channels, payment

mechanisms, commercial partnerships and

wider technical infrastructure.

Using these insights, we will review

relationships with suppliers that knowingly

provide services to unlicensed operators,

engage constructively with regulators and

elected officials on best practice

approaches, and, where appropriate, refer

matters to law enforcement authorities.

Spotlight on our

illegal gambling

market research

Support

appropriately when they identify signs of

potential harmful behaviour.

In 2025, we continued to partner with EPIC

Global Solutions to deliver a mixture of remote

and face-to-face classroom training for our

customer protection colleagues across the UK,

Gibraltar and Manila. The training aims to

equip our colleagues with the ability to:

4 Identify potential gambling-related harm

using the “The Gambling Spectrum”.

4 Understand the 360-degree view of

acustomer using the “Do, Say and

Feel”model.

4 Explore different types of listening and

questioning techniques.

4 Demonstrate how to use empathy

effectively in interactions.

4 Apply learned techniques in

complexscenarios.

From December 2024 to December 2025, we

submitted a sample of customer calls every

month for independent quality assurance by

EPIC Global Solutions

. The independent

reviewer assesses arange of quality indicators,

including but not limited to empathy, customer

education, harm prevention and the

effectiveness of the outcome of the call. We

received an average quality score of 100%,

across a total of 225 customer calls.

To empower our teams in their customer

interactions, we also offer refresher training at

various points throughout the year to provide our

customer protection colleagues with time to deep

dive on relevant topics.

We communicate with our customers and aim

to equip them with tools and information to

promote safer betting and gaming and support

our employees with ongoing training.

All of our colleagues are required to complete

mandatory annual training on safer betting and

gaming as part of our Big4 compliance training

modules, see page 55 for further details. This aims

to ensure our employees are kept up to date with

player protection topics, and are trained to spot

and adequately respond to indicators of

gambling-related harm.

Colleagues who engage directly with customers

receive specialised in-depth safer betting and

gaming training to help them identify potential at-

risk customers, enabling them to intervene

3. See Entain-backed report from Regulus Partners: www.entaingroup.com/sustainability-esg/the-black-market/.

4. Jurisdictions covered by the meta study include the UK, Germany, Spain, Netherlands, Brazil, Poland and Australia.

5. All customers are informed that calls are recorded for training and regulatory purposes. Calls are anonymised prior to submission to EPIC Global Solutions for quality assurance.

Uniting for player protection

We are proud to be a founding member and

sponsor of GamProtect. The scheme aims to

create a mechanism for operators to protect

customers who need the most support, by

sharing information in a safe and

securemanner.

We have embedded real-time recognition of

customers already registered with GamProtect

within our operations, and our teams are fully

equipped to identify those that may need to be

added to the register.

This allows us to proactively protect the

mostvulnerable customers and ensures that

those who need the most help are prevented

from gambling.

Implementing the UK statutory

gambling levy

We welcome the UK Government’s

introduction of a statutory levy for all licensed

gambling activity in the UK, which replaces our

previous voluntary contributions to research,

education and treatment (“RET”).

Further information is included within our

Regulatory Update on page 38.

Policies

Relevant policies

Code of Conduct – www.entaingroup.com/

media/rouaghuf/english-code-of-conduct-

november-2025.pdf

External Marketing Policy Statement –

www.entaingroup.com/media/xi0msue5/

entain-group-marketing-

policy_external_2024.pdf

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Sustainability at Entain

52 Entain plc Annual Report 2025

Protect

Our

sustainability

strategy in

action

We take action to help protect our customers

from risks so that they can have a positive and

safe experience using our products. Entain has

invested in the research and development of

proactive safer betting and gaming account

monitoring tools designed to define risk levels to

accounts (based on player activity, patterns, and

behavioural trends) and to enable appropriate

customer interactions. An example of this is

ARC™ (“Advanced Responsibility and Care”),

atailored customer protection tool that monitors

customer activity for risk factors. These tools have

been jointly developed with independent third-

party experts such as Mindway AI.

Whilst processes will differ according to local

regulations and codes, we will proactively impose

gambling controls where players voice concerns or

where we have identified a problem. We implement

tools to mitigate risk such as setting financial limits,

reality checks, time-outs, and, ultimately, temporary

or permanent self-exclusion. Customers identified

with the highest potential risk of gambling-related

harm may undergo a further manual review, which

could lead to conversations and interventions

performed by a specialised team to further support

players most at risk.

Safer Gambling Week took place over

17-23 November 2025. Alongside our

ongoing messaging throughout the year,

welaunched a number of campaigns and

initiatives to promote safer betting and

gaming in the UK, Ireland, and Europe.

We partnered with EPIC Global Solutions

todeliver two gambling-related harm

awareness sessions to our colleagues.

AnEPIC team member shared their lived

experience of gambling-related harm and

facilitated an in-depth Q&A that allowed

colleagues to explore the topic openly.

Thesessions provided a powerful

understanding of the personal, social, and

workplace impacts of gambling-related

harm, highlighted the importance of early

support, and reinforced the role that we all

play in promoting safer play.

Across our UK and European social media

accounts, we promoted safer betting and

gaming through homepage banners,

customer pop-ups and dedicated

communications to highlight the tools

and support available. Throughout the

week, our social accounts were active

with safer betting and gaming content,

and we worked with our affiliate partners

to extend campaign reach across their

digital channels.

In our UK shops, we continued to raise

awareness of safer play with full-shop

window takeovers, complemented by safer

betting and gaming resources and leaflets

to engage customers directly.

We also teamed up with Liverpool and

Birmingham football clubs and their

ambassadors to promote safer betting

and gaming messages at home games

and through social media.

Spotlight on safer

gambling week

Metrics

Metric

2025

2024

2023

£ Cash and in-kind contributions towards

responsible betting and gaming initiatives

6.4m 15.6m 20.8m

Customer complaints

1,966 2,457 3,927

Customer complaints specifically related to

abetting and gaming transaction

1,246 1,030 715

Self-exclusions made

54,834 48,866 53,745

5. Excludes contributions to research, prevention and treatment through the Gambling Levy Regulations 2025 within the UK.

6. Data for Great Britain only.

7. Data for Great Britain only.

8. Data for Great Britain only and includes self-exclusions made via our own processes (e.g. via customer services), and excludes third-party self-exclusion schemes such as GAMSTOP

(national online self-exclusion scheme).

Provide a secure and trusted platform

To lead on integrity in everything that we do. From having the highest ethical standards,

toonly operating in regulated or regulating markets, to having robust data privacy and

cybersecurity programmes.

Aligned Material Topics

Consumers and End Users: Information-

related impacts for consumers and/or end users

Business Conduct: Corporate culture

(includingbribery and corruption), sports betting

integrity and anti-money laundering and anti-

financial crime

Workers in the Value Chain: Other work-

related rights

Oversight

Sustainability & Compliance Committee

Audit & Risk Committee

Focus areas

2025 Highlights

Only operate in regulated or

regulatingmarkets

4 Continued to derive 100% of revenues from regulated or regulating markets.

Ensure ethics and integrity are at the core

of our organisation and culture

4 Refreshed our Big4 compliance training curriculum, achieving a 98% (2024: 99%)

average completion rate across the Group for all four modules.

4 Held our second Entain Ethics Day and launched our second Integrity Survey to measure

the success of Entain’s culture in key areas such as fairness, tone, leadership, clarity,

communication and reported misconduct, achieving a score of 83 out of 100 (2024: 80).

4 Advanced our 2024-26 modern slavery strategy through engaging with suppliers

identified as high-risk and enhancing the identification of modern slavery indicators

within our recruitment practices.

4 Established regional Financial Crime Committees to continually assess the maturity and

effectiveness of our anti-financial crime programmes, supported by on-site visits to

further test the effectiveness of our procedures.

Provide industry-leading cybersecurity,

data privacy and AI governance

4 Strengthened the governance of AI across the Group through establishing an

AIGovernance Committee and AI Governance Hub, to ensure AI is used responsibly

andsecurely.

4 Realigned our data privacy operating model and resources to better support the data

privacy programme.

4 Appointed a new Chief Technology and Information Officer and welcomed a new

Boardmember with cybersecurity expertise.

4 Extended our ISO 27001 certification to our office in Pune, India – building on our

successin gaining certification across 27 offices in 2024.

Maintain clear and robust governance

processes for each of our material

sustainability topics

4 Conducted a thorough double materiality assessment to identify our material

sustainability-related IROs and related sustainability topical standards in line with the

ESRS, also undertaking a compliance readiness assessment in partnership with our

independent assurance provider.

4 Provided regular updates to the Sustainability & Compliance Committee throughout the

year on progress against our sustainability programme priorities.

Reflecting on our three-year Ethics strategy

Entain has come to the end of its first three-year Ethics strategy, achieving critical milestones during this period.

Our highlights include improving our risk assessment process, carrying out detailed testing of key controls, tailoring and improving our training

modules, and launching several initiatives such as a new Group-wide register for gifts, hospitality, donations and conflicts of interest, holding an

Entain Ethics Day, undertaking an integrity survey and running an Ethics Champions League.

These actions have created a stronger compliance framework and strengthened our culture of transparency and accountability.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Sustainability at Entain

Entain plc Annual Report 2025 53

Understanding the

viewsof our colleagues

onethicalculture

Our

sustainability

strategy in

action

Our second Integrity Survey was a shorter

pulse survey, focused on seven pillars of

culture that we wanted to track, namely:

1. Observed and reported misconduct

2. Organisational fairness

3. Tone from the top

4. Direct manager leadership

5. Clarity of expectations

6. Openness of communications

7. Team environment

Respondents were asked a series of

questions that were scored on a five-point

scale (strongly agree to strongly disagree).

The results of the survey have been shared

across the Group and, in 2026, we will

support managers and teams to focus on

their culture and facilitate discussions and

learning around this topic. Our overall survey

score out of 100 increased to 83 (2024: 80).

We are encouraged that these results

indicate that our efforts to embed a strong

ethical culture at Entain are working, and that

our colleagues feel informed and empowered

to act with integrity. The most notable score

improvement this year was clarity of

expectations, increasing to 86 (2024: 80),

demonstrating that our colleagues

understand clearly the behavioural

expectations that we have at Entain.

This year, we strengthened the certifications

sought from senior managers to support

Group-wide efforts in further enhancing our

risk and control environment and general

good corporate governance practices.

100%of senior managers across the Group

confirmed that they have read, understood

and complied with our code of conduct

andpolicies.

We also held Entain’s second Ethics Day,

where the theme was “everyday ethics: small

actions, big impact”. Ethics Day is more than

an event, it supports awareness and

accountability, equipping our colleagues to

make the right decisions.

We built on the success of last year’s panel

session and included drop-in sessions and a

training session. The panel included our Chief

Executive Officer alongside representatives

from our UK Retail, Compliance and Polish

businesses. The panel shared the results of

the Integrity Survey, discussed what the

themes meant to them and shared the

winners of our popular ethics competitions.

These results indicate

that our efforts to embed

a strong ethical culture at

Entain are working, and

that our colleagues feel

informed and

empowered to act

withintegrity.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Sustainability at Entain

54 Entain plc Annual Report 2025

Investing in our Big4 compliance

training modules

The Big4 is Entain’s mandatory e-learning

programme which is delivered on an annual

basis across the Group. In 2025, we refreshed

our training strategy to ensure that all

colleagues have a common baseline of

knowledge that is critical to our operations,

with a focus on real-life examples.

We achieved a 98% (2024: 99%) average

completion rate globally, across all four

modules. Every colleague, unless a justified

exception applies, must complete all four

modules. For colleagues eligible to participate

inthe Group bonus plan, bonus payments can

be reduced to zero if all four modules are

notcompleted.

The curriculum explored a number of topics that are critical to protecting our organisation, customers and communities:

The Divided Path

The Art of Compliance

Data under Siege

People and Planet

4 Code of Conduct

4 Anti-bribery and corruption

4 Gifts, hospitality

anddonations

4 Conflicts of interest

4 Supply chain risk

4 Anti-money laundering

4 Protecting confidential information

4 Safer betting and gaming

4 Fraud

4 Signing contracts (tailored to

therole)

4 Data privacy

4 AI guidelines

4 Cybersecurity

4 Speaking out against misconduct

4 Recognising and addressing

modernslavery

4 Promoting wellbeing, health and safety

4 Sustainability strategy and environment

Tackling modern slavery

Our commitment to ethics and sustainability

also extends to our business partners. We

work closely with our suppliers to support the

protection of human rights beyond our own

operations. Our expectations of our suppliers

are laid out in our Supplier Code of Conduct.

Agreeing to this Code is a requirement for

providing goods and/or services to Entain.

Throughout 2025, we advanced our 2024–

2026 Modern Slavery Strategy (see further

details on our website

www.entaingroup.com/media/hfuflmv3/

entain-group-modern-slavery-

strategy-2024-26.pdf) and tracked progress

against key performance indicators. We remain

committed to excellence, transparency, and

strengthening due diligence across our

supplychain.

As part of our recruitment process, we

introduced a new Applicant Tracking System

with enhanced monitoring capabilities to help

identify potential indicators of modern slavery.

Following a risk assessment on our suppliers

in2024, we engaged directly with suppliers

identified as high-risk and further integrated

EcoVadis into our supply chain

sustainabilityprogramme.

We have also established plans to further

enhance our human rights due diligence

practices through targeted supplier site visits,

which will commence in 2026. These visits aim

to support our suppliers in meeting our

standards, raise awareness of human rights-

related risks and safeguard working conditions

and worker welfare across our supply chain.

Entain aligns with the Ethical Trade Initiative’s

Base Code, embedding its principles into

relevant Group policies and procedures. We

have also maintained our Tier 2 ranking in

CCLA’s independent annual modern slavery

statement benchmarking exercise.

Preventing financial crime

In 2025, our Anti-Financial Crime (“AFC”)

function built upon the robust framework

established in 2024 to prevent financial crime

within the betting and gaming industry. Under

the leadership of the Group Money Laundering

Reporting Officer and the Global Head of Anti-

Financial Crime, and with the support of our

dedicated AFC team, we enhanced and

optimised our function to ensure it remains

agile, sustainable, and proportionate in

managing and mitigating financial crime risks.

Our governance framework continues to

ensure effective oversight and control of

financial crime risk across the Entain platform

and our international subsidiaries, reinforcing

our commitment to combating financial crime.

The establishment of regional Financial Crime

Committees across both international and

subsidiary platforms has enabled AFC to

continually assess the maturity and

effectiveness of local AFC risk programmes

andprovide upskilling where necessary. These

evaluations are supported by on-site visits

which test the effectiveness of policies,

procedures, and controls, identifying areas

forimprovement.

Additionally, all Entain Leadership Team (“ELT”)

members completed a mandatory two-hour

training session, which covered topics including

anti-money laundering, the new failure to

prevent fraud offence and liability for actions of

senior managers, under the Economic Crime

and Corporate Transparency Act 2023.

This training ensures our senior leaders are

fullyaware and understand relevant legal

requirements, as well as their obligations

tonurture a strong ethical culture across

thebusiness.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Sustainability at Entain

Entain plc Annual Report 2025 55

Fostering integrity in sports

As a leading sports betting company, Entain

plays an active role in safeguarding the values

and integrity of sport. We want all sports

events to be fair and free from outside

manipulation. This is why we work closely with

regulators and sport governing bodies to

combat match-fixing, spot-fixing, and other

corrupt betting activity.

We are a founder and longstanding member of

the International Betting Integrity Association

(“IBIA”). The IBIA operates a global alert

platform which now includes over 40 regulated

members from around the world. Members

input their own suspicious betting activity to the

global alert platform, enabling concerns to be

shared amongst betting operators. This global

network of members is invaluable to Entain’s

efforts to stamp out match-fixing.

We also financially support the Professional

Players Federation (“PPF”) in their athlete

education initiatives, designed to reduce the

risk of match-fixing in sport. In 2025, the PPF

focused on educating sports participants on the

risks of betting within their own sport, and the

improved detection systems in place between

operators, integrity monitoring bodies and

gambling regulators.

Ensuring trustworthy artificial

intelligence (“AI”) usage at Entain

In 2025, we expanded our efforts to strengthen

the governance of AI across the Group to

ensure innovation is delivered responsibly

andsecurely.

We established an AI Governance Committee

to provide oversight of AI-related risks,

maintain compliance, and guide the

development and deployment of AI systems.

To embed best practice, we launched an AI

Governance Hub, serving as a central resource

that offers guidance, standards, and training

materials to build AI literacy among colleagues.

Our AI Policy includes SAFE AI principles,

namely Security, Awareness, Fairness,

Education, Accountability, and Integrity, which

set out a clear foundation for responsible AI

use. These measures help us to strike the right

balance: realising the benefits of utilising AI,

mitigating risks associated with its use, and

building trust with our customers and partners.

Safeguarding our corporate and

customer information

Data privacy is embedded in everything we do,

with dedicated resources to monitor the

effectiveness of our privacy activities globally,

keeping risks under review, and updating

policies, processes and procedures. Our

standards and commitments are outlined in our

policies, comprising the Group Data Protection

Policy and the Group Data Retention Policy,

which are publicly available on our website

https://www.entaingroup.com/

sustainability-esg/esg-policies-reports/.

In 2025, we restructured our Group Data

Privacy function into two dedicated

subdivisions, allowing us to expand our

capabilities and divide responsibilities so that

legal and compliance matters are dealt with by

Data Protection Officers (“DPOs”) and Legal

Counsels, and other matters by our operational

subdivision. As a result, our operations are now

better organised to support effective execution

against our data privacy strategy.

To enhance collaboration and support for

DPOs across regional teams and jurisdictions,

we host a periodic DPO forum alongside

smaller regional forums where colleagues can

connect, address common topics, and share

best practices.

We have instigated projects to strengthen our

data privacy practices, including Privacy by

Design, with appropriate resources made

available to all our colleagues. Data privacy is

also included within our mandatory Big4

compliance training modules, with more

specific training provided to functions where a

focused approach is needed.

The Data Privacy function has worked closely

throughout the year with national data

protection authorities and other industry

regulators, consistently addressing individuals’

rights, for example when supporting the

business on implementing brand- and product-

specific opt-in processes.

Maintaining strong cybersecurity

practices

Cybersecurity remains a principal risk for Entain

and a critical enabler of our long-term success.

In 2025, we continued to embed robust

cybersecurity policies and practices into the

foundation of our business – supporting

resilience, regulatory confidence, and

sustainable growth across the Group. Our

approach goes beyond protection by actively

engaging with business units and executives to

ensure that security measures accelerate

delivery and enhance operational efficiency.

We are not only committed to monitor and

respond to current security threats, we also

conduct horizon scanning to anticipate

potential risks to protect our players.

In 2025, we welcomed a new Board member,

Edmond Mesrobian, with expertise relevant to

this field, to support our commitment to

embedding a culture and awareness of

cybersecurity across the business. Given that

cybersecurity is a principal risk, the Director

ofCybersecurity and the Chief Information

Officerregularly present to the Audit

&RiskCommittee.

Cybersecurity training is included in our Big4

compliance training modules. Beyond this, we

identified functions which are at a higher risk of

being targeted by cybersecurity threats and

delivered tailored training and risk awareness

campaigns to them. During our Cybersecurity

Month held in October 2025, we delivered

further training and information, which

established individual responsibilities on

cybersecurity for the entire workforce.

Cybersecurity underpins the integrity of our

financial and operational processes. From

supporting regular audits to embedding

secure-by-default principles, we ensure that

controls protect critical systems and maintain

trust across the Group. We conducted over

80audits of cybersecurity in 2025 and helped

establish information security requirements for

our business partners and key stakeholders.

Following monitoring improvements in 2024,

we also extended our 24/7 cybersecurity

monitoring, making us more resilient and faster

to respond to potential threats. We also

extended our ISO 27001 certification to our

office in Pune, India to reinforce trust with

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Sustainability at Entain

56 Entain plc Annual Report 2025

These measures help usto strike the right

balance: realising the benefitsof utilising

AI, mitigating risks associated with its

use, and building trust with our

customers andpartners.

customers and other stakeholders – building

onour success in gaining certification across

27offices in 2024, representing 78.5% (2024:

81.5%)

of our operations. These measures

help us to reduce systemic risk and safeguard

continuity in regulated markets.

As AI adoption accelerates across Entain,

cybersecurity has played a central role in

shaping policy and enforcing safeguards

through the AI Governance Committee.

At the same time, we are leveraging AI within

cybersecurity to enhance threat detection and

audit automation – scaling our defences while

enabling innovation.

Looking ahead, cybersecurity will remain key

for Entain’s ability to grow responsibly and

maintain trust with customers, regulators,

and shareholders. As technology and threats

evolve, we will continue to adapt our security

posture and governance frameworks, ensuring

that protection measures keep pace

withinnovation.

Policies

Relevant policies

Code of Conduct – www.entaingroup.com/

media/rouaghuf/english-code-of-conduct-

november-2025.pdf

Supplier Code of Conduct –

www.entaingroup.com/media/vhzdysod/

supplier-code-of-conduct-2025.pdf

Anti-Money Laundering (AML) and Counter

Terrorist Financing (CTF) Policy Statement –

www.entaingroup.com/sustainability-esg/

esg-policies-reports/aml-statement/

Group Data Privacy Policy –

www.entaingroup.com/media/0dwlqp1w/

group-data-privacy-policy-2025.pdf

Group Data Retention Policy –

www.entaingroup.com/media/g5hfneue/

group-data-retention-policy-2025.pdf

Group Artificial Intelligence Policy –

www.entaingroup.com/media/llshkd2b/

artificial-intelligence-policy.pdf

Group Anti-Bribery and Corruption Policy –

www.entaingroup.com/media/ip1lh45k/

entain-group-anti-bribery-and-corruption-

policy-1.pdf

Group Anti-Facilitation of Tax Evasion Policy –

www.entaingroup.com/media/oewlpkbt/

entain-group-anti-facilitation-of-tax-

evasion-policy-v4-1.pdf

Group Anti-Fraud Policy –

www.entaingroup.com/media/ymym4o2f/

entain-group-anti-fraud-policy.pdf

Group Competition/Antitrust Policy –

www.entaingroup.com/media/zp0bqxwi/

entain-group-competition-and-antitrust-

law-policy_final-002.pdf

Group Economic and Trade Sanctions Policy –

www.entaingroup.com/media/esbk22rw/

entain-group-sanctions-policy_final.pdf

Group Human Rights and Modern Slavery

Policy – www.entaingroup.com/

media/3dfpk5v3/entain-group-human-

rights-modern-slavery-policy.pdf

Group Whistleblowing Policy –

www.entaingroup.com/media/hjebfj2r/

speak-out-whistleblowing.pdf

Metrics

Metric

2025 2024 2023

% of revenues from domestically regulated or regulating markets

100% 100% 100%

Number of markets exited with no clear path to a sustainable and safe regulated betting

and gaming industry

— 2 5

% of operations certified under ISO270016

78.5% 81.5% 80.0%

% of technology budget dedicated to cybersecurity

10.0% 12.0% 3.2%

£ impact of security incidents

0.025 m 0.7 m 0.7 m

Big4 compliance training completion rate

98% 99% 97%

Integrity survey score

83 80 N/A

9. The decrease in ISO 27001 coverage from 81.5% in 2024 to 78.5% in 2025 reflects an increase in operational headcount for markets not covered by the certification. This expansion

temporarily impacted the percentage coverage despite extending certification to Pune, India.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Sustainability at Entain

Entain plc Annual Report 2025 57

Create the environment for everyone to do their best work

To be an employer of choice, and build an inclusive and supportive culture where talent

fromall backgrounds can thrive.

Aligned Material Topics

Own Workforce: Working conditions and

equalopportunities and treatment for all

Oversight

People & Governance Committee

Focus areas

2025 Highlights

Attract, engage and retain

the best, mostdiverse talent

4 Launched our UK Women in Leadership apprenticeship, with 21 talented participants

in2025.

4 Activated our new global employer brand and launched our employee value proposition.

4 Partnered with the Government of Gibraltar to host an industry-first Open Day and

launch our summer internship programme, inspiring the next generation of talent

through hands-on experience.

Provide the right growth

opportunities forall

4 Hosted career fairs to support our retail colleagues in exploring internal opportunities

and enhance the diversity of our teams.

4 Introduced our first collaborative and highly immersive global leadership

programme,Elevate.

4 Launched a programme of unlimited 1:1 professional coaching for middle managers, to

complement our executive coaching offering.

4 Introduced a global approach to performance management, to support growth and

embed a culture of continuous feedback.

Build a sense of belonging

for all Entainers

4 Achieved Tier 1 status within CCLA’s Corporate Mental Health Benchmark.

4 Received 3 awards and 17 nominations at the 2025 Women in Gaming

DiversityAwards.

4 Received an award for Outstanding LGBTQ+ Network of the Year at the Diversity

Network Awards 2025.

4 Concluded our two-year mental health training programme, with nearly 3,000 managers

having participated.

4 Launched the “Made for Managers” wellbeing hub with 40 hours of content to help

managers lead wellbeing conversations and foster safe, high-performing teams.

4 Launched “Nova”, our AI-powered wellbeing coach on stress, sleep, confidence and low

mood, with over 1,200 colleagues having engaged.

4 Achieved a record-high 84 out of 100 (2024: 77) score in our employee engagement

survey, “Your Voice”.

4 Launched the Gibraltar Rockstar Awards, recognising colleagues who embody

ourvalues and celebrating the behaviours that drive our culture of collaboration

andexcellence.

4 Continued to engage our colleagues on DE&I topics through a range of events and

campaigns from our Women@Entain, BlackProfessionals@Entain and BeYou@Entain

employee networks.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Sustainability at Entain

58 Entain plc Annual Report 2025

Launching our global

employer brand and

employee value

proposition

Our

sustainability

strategy in

action

Our mission is to attract, acquire and retain the

talent that power our strategic priorities. In

2025, we reached the final milestone of our

three-year plan, the creation of Entain’s first

global employee value proposition (“EVP”) and

employer brand.

Built on extensive internal and external

research, the EVP centres on four global pillars

– “energy”, “impact”, “pride” and “here to win” –

which define the distinctive

experience we offer across all markets. Our

strapline: “Entain – there’s nothing like it”

reflects the unique culture and opportunities

that set us apart. Our new visual identity

positions Entain as a modern, innovative,

Tier 1 global operator. It features our own

people from around the world and is

supported by a scalable framework that has

the agility to adjust to local needs.

The employer brand launched in India in

October, aligned with the transition to

“Entain India” and marking the opening of

our new Hyderabad office. The two-month

outdoor and digital campaign was

designed to sharpen our differentiation in a

highly competitive market and attract high-

quality talent.

UK Women in Leadership

Apprenticeship

Launched in February 2025, the Women

inLeadership Apprenticeship Programme

welcomed 21 talented learners from across our

UK business. Designed specifically for mid-level

female leaders, the programme offers

adistinctive and empowering

developmentexperience.

Driven by the vision and leadership of the

incredible women at Entain, this initiative

reflects a strong commitment to championing

gender diversity in leadership. It blends the

nationally recognised Level 5 Operations

Manager Apprenticeship with a bespoke

Women in Leadership curriculum, enriched by

Entain-led Lunch & Learn sessions and

interactive workshops. Together, these

elements create a holistic and impactful

learning journey.

We are proud to support high-potential female

leaders as they take bold steps toward

personal growth and professional success.

Their ambition and drive are shaping the future

of leadership within our organisation.

Following the success of the inaugural cohort,

the programme is set to relaunch in 2026, with

anticipated enrolment numbers mirroring those

of the first intake.

Supporting internal mobility through

our career fairs

We ran virtual sessions for our retail colleagues

interested in finding out more about remote

and field-based roles. These provided

colleagues with the opportunity to meet a

variety of our functions, understand their work

and key skills.

We also held dedicated workshops on honing

transferable skills, CV-writing, and interviewing.

Championing career opportunities

inGibraltar

As Gibraltar’s largest private employer, Entain

has taken a proactive approach in the

community through collaborating with the

Government of Gibraltar to host an industry

first open day for university students,

showcasing the many career opportunities that

Entain offers.

Entain proudly opened its doors at Regal House

for its inaugural Open Day in June, held in

collaboration with the Government of Gibraltar

and the Connect Hub. The event welcomed

over 20 local students to an immersive

experience showcasing the diverse career

opportunities within the global gaming industry.

The students joined eight interactive sessions,

giving students hands-on exposure to a variety

of departments. The event provided a unique

opportunity to engage directly with Entain

colleagues, explore career pathways and

experience our dynamic work environment.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Sustainability at Entain

Entain plc Annual Report 2025 59

Building on this success and with the aim of

inspiring the next generation of talent, we

welcomed six ambitious students into our very

first summer internship programme: a four-

week journey designed to offer real-world

experience, cross-functional exposure and

achance to make a meaningful impact.

Over the course of four weeks, our interns

rotated across 15 departments, gaining hands-

on experience, shadowing professionals and

learning the inner workings of our business.

The interns collaborated on a final project in

week four, applying everything they had

learned to solve a real business challenge: how

can we attract and retain younger customers?

Their ideas, insights and creativity were

showcased in a presentation to senior leaders,

who were impressed by the quality of work

and fresh thinking. To wrap it up in one

sentence, one intern said: “I had a great

experience; I came into Entain with high

expectations, and I’m blown away with how

great my experiencewas.”

Elevating the next generation of leaders

at Entain

In 2025, we launched Elevate, Entain’s first

global leadership development programme, to

accelerate the development of 104 senior

leaders from 16countries. Participants were

typically three to four levels below the

Executive Committee and were selected

through a rigorous process, requiring evidence

of impact and potential. Participants reflect all

of our major markets, functions and spanned

across a broad range of demographics.

Informed by insights from our 360-degree

feedback tool, Elevate focuses on the

capabilities most critical to our organic growth

strategy: leading high-performance teams,

driving change and achieving results through

cross-team collaboration. Over 10 weeks of

immersive, live and scenario-based learning,

leaders don’t just learn about effective

leadership – they practise it. Working in diverse

peer groups, they apply new tools to realistic

challenges, supported by expert facilitators and

AI-enabled coaching. This combination of live

practice, expert support and peer learning

makes Elevate a modern, engaging

programme that strengthens everyday

leadership across our global business.

Participants rated the programme highly,

withan average satisfaction score of 4.3 out

of5 and an outstanding advocacy rating of

4.5out of 5. Participants reported a notable

increase in leadership confidence, rising from

an average score of 7.5 before the programme

to 8.8 after.

Elevate focuses on the capabilities most

criticaltoour organic growth strategy: leading

high-performance teams, driving changeand

achieving results through cross-team collaboration.

Coaching for success

In 2025, we extended our coaching far beyond

the top of the organisation by launching our

“Coaching Journey”, a tailored programme for

unlimited 1:1 coaching for middle managers

across the Group.

In its first two waves, 88 colleagues from all our

markets, functions, and diverse backgrounds

worked with external professional coaches on

real, day-to-day challenges, to sharpen their

impact where it matters most for colleagues

and customers.

This fresh, flexible approach sits alongside our

more traditional executive coaching offering for

the most senior leaders, meaning high-quality

coaching now reaches deep into our

leadershippipeline.

The programme achieved an outstanding

coach impact score of 4.9 out of 5, with

coaching sessions rated 4.8 out of 5 for

effectively addressing participants’

development goals.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Sustainability at Entain

60 Entain plc Annual Report 2025

Our new global performance framework

Our first global performance framework,

Podium Performance, was launched in 2025

and provides a consistent, contemporary

approach to goal setting, feedback and

development for colleagues across the Group.

The framework enables high performance with

minimal bureaucracy through outcome-focused

objectives, regular two-way feedback, and

end-of-year conversations covering results,

impact, and future development priorities.

To strengthen our managers’ capability for

high-quality performance discussions, we

supported more than 800 leaders through live

workshops and an AI-enabled practice

platform designed to build effective

feedbackskills.

In its inaugural year, the process saw strong

adoption, with feedback captured for

approximately 85% of our people throughout

the year, and 100% receiving impact ratings by

year end. This achievement reflects not only

high participation but the successful

establishment of a globally embedded

approach that strengthens accountability,

enhances transparency, and supports a culture

of continuous growth.

Investing in wellbeing and

psychologicalsafety

In 2025, we continued to strengthen our

commitment to colleague wellbeing by

nurturing a culture where psychological safety

is the norm and people feel empowered to look

after themselves in ways that matter most to

them. Entain Well-Me, our global wellbeing

strategy launched in 2025, remains grounded

in prevention, early intervention, and ongoing

care, delivered through our core programmes:

Think Well, Live Well, and Work Well. You can

read more about the Well-Me strategy on our

website https://www.entaingroup.com/

media/vlyp4x5t/

entain_wellbeingstrategy_2025.pdf.

Upskilling our managers on mental

health-related issues

People managers play a pivotal role in shaping

healthy, thriving teams, and for the past three

years, we have invested heavily in building

theircapability to support wellbeing in practical

ways. This remained a priority throughout

2025, and we successfully completed our

two-part mental health training programme,

rollingout the final module across India and

ourUKoffices.

Almost 3,000 managers have completed both

parts of the training, and its positive impact

was highlighted in this year’s all-employee

engagement survey, where we achieved an

outstanding 88 out of 100 for “My manager

takes an interest in my wellbeing.”

To help sustain these skills, we introduced

“Made for Managers” across the Group,

adedicated platform offering over 40 hours

ofbite-sized content designed to build

confidence in leading supportive conversations

and fostering psychologically safe, high-

performing teams. So far, 1,660 managers

have joined the Unmind platform and have

access to the “Made for Managers” hub.

Our self-booking coaching and therapy

services continued to be a trusted source

ofhigh-quality, innovative support, with

engagement remaining strong throughout

theyear. In 2025, colleagues accessed

3,547sessions. These sessions contributed to

significant, measurable improvements,

including reductions of 36% in anxiety and

31% in low mood, moving average cases from

clinical to mild levels, based on pre- and post-

clinical assessments. Among colleagues who

completed pre- and post-therapy assessments,

absenteeism fell by an average of 5.8 hours

perperson.

Unlocking the power of AI in supporting

colleagues

Our wellbeing ecosystem was expanded

withthe launch of Nova, an AI-powered coach

created in partnership with psychologists and

delivered via the Unmind platform. In 2025,

over 1,200 colleagues engaged with Nova,

generating over 3,800 wellbeing conversations.

Nova has enabled us to offer personalised,

evidence-based support on topics such as

stress, sleep, confidence, and low mood, and

todirect colleagues to additional help

whenneeded.

Hearing the voice of our colleagues

In June 2025, we carried out our all-employee

engagement survey, “Your Voice”. The survey

measures engagement and drivers of

theemployee experience through a series

ofquestions.

The overall engagement score for the Group

stood at a record-high 84 out of 100 (2024: 77),

with the most significant uplifts in scores

realised in communication, company direction,

and listening, each improving by eight points

since the prior year.

The results of the survey, including qualitative

comments, were reviewed by the Executive

Committee and the Board.

We are encouraged by an upward trend in

employee engagement and are actively

embedding insights from the survey into our

leadership discussions, culture strategy, and

people-initiative design.

Bringing our Entain values to life

Our Entain values – www.entaincareers.com/

en/working-here are more than just words on

a wall. They are the heartbeat of how we work

and succeed together. That is why, in Gibraltar,

we were excited to launch our inaugural

recognition awards that bring those values to

life in a bold and unforgettable way: The

Gibraltar Rockstar Awards.

In 2025, we invited our senior leaders to

nominate those people who truly embody our

values. 100 Gibraltar Rockstars were

nominated, who invited a colleague to

celebrate with them on the night of the awards.

The event brought excitement, energy,

andafew surprises including the reveal of

our 10Headliners, who walked away with

atrophy, glory and an amazing prize.

This initiative goes beyond celebration.

Itreinforces a culture where living our values

isrecognised and rewarded.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Sustainability at Entain

Entain plc Annual Report 2025 61

Building an inclusive culture

As part of our commitment to diversity, equity and inclusion, we understand the importance of global employee networks in providing a safe space

for colleagues with a shared identity or experience. Our highlights throughout 2025 included:

Women@Entain

Our global network to give

women at Entain the chance

to connect, collaborate,

celebrate and inspire

eachother.

This year’s theme of Entain’s “What a Woman” campaign was transformation. Women at Entain who have

embraced change in many forms; whether personal, professional, physical, or mental, shared their stories

through a series of video messages to inspire others to face their own changes with strength.

We also launched a series of campaigns to recognise key moments and women’s issues, with seminars and

real-life stories to mark events such as Breast Cancer and Menopause Awareness Months, Global Pregnancy

and Infant Loss Awareness Day, and Global Period Action Day. To support practical needs, we introduced

feminine hygiene products in our offices, receiving outstanding feedback from colleagues.

Our Lean-In Circles returned for a third year, with growing participation and engagement. These 60-minute

sessions brought together small groups of women globally to explore topics such as confidence, visibility,

leadership and balance, fostering peer support and mentoring.

Our Chief Executive Officer and Chief People Officer also held in-person events at our offices in India and

Austria to explore women’s experiences in the workplace. The discussion provided insights on authenticity,

confidence and inclusion, encouraging women to lead with purpose.

Women@Entain helps create an environment where women feel supported, empowered, and heard.

BlackProfessionals@Entain

Our community of

trailblazers,dedicated to

celebrating, inspiring, and

empowering black

professionals within Entain.

This year’s Black History Month theme, “Standing Firm in Power and Pride,” honoured the strength, resilience

and lasting influence of the black community.

Our Chief People Officer introduced a four-week programme of initiatives, including:

4 Education to spotlight black history and black leaders aiming for everyone to learn more about black

heritage and get inspired by those many outstanding heroes and their achievements.

4 Movie nights across our markets to learn more about the richness of black culture and heritage.

4 A global panel discussion to explore the experiences and collective power of guest speakers, ex-football

players John Barnes (ex-Liverpool) & Clinton Morrison (ex-Birmingham City).

4 A closing competition where colleagues made pledges to share how they show their power and pride, or

their allyship with the black community.

Alongside our partner, 10,000 Interns Foundation, we also welcomed three participants to our internship

programme which aims to address the underrepresentation of black talent for a second year. Two interns

were offered permanent positions at Entain.

BlackProfessionals@Entain champions an inclusive culture where black colleagues feel seen, valued, and supported.

BeYou@Entain

Our global network that

focuses on creating an

environment where our

colleagues can be their

authentic selves and feel

accepted, heard and valued

for who they are.

This year’s Pride Month theme was “Allyship to Advocacy”. We hosted a global webinar “BeYou Stories” to

open conversation on gender identity and held a global panel discussion with our Chief Executive Officer to

share experiences of active allyship and explore how we can make Entain a safer place for everyone.

Our teams in Italy also hosted a webinar focused on inclusive language. This provided a powerful opportunity

to explore the topic, challenge existing biases in a safe way, and highlight the importance of choosing words

that help everyone feel seen, respected, and included.

Entain was proud to be a platinum sponsor of Gibraltar Pride, and our local teams showed up in full force to

champion equality, inclusion, and love.

We partner with myGwork, which allows us to connect directly with LGBTQ+ professionals and ensure our

open job roles are visible to a broader, more diverse audience. In 2025, we collaborated with myGwork to offer

a series of workshops and webinars to all our employees, focused on building an inclusive culture and

exploring intersectionality. We contributed to panel discussions on gender identity, inclusive language, and

lesbian visibility across media, workplaces, and communities. We also took part in WorkPride, the world’s

largest virtual pride conference in the workplace, with 15,000 attendees. Through these efforts, we continue to

promote allyship as a core value, encouraging everyone to play an active role in fostering inclusion and respect

for all.

BeYou@Entain helps create a culture where individuality is celebrated and discrimination is challenged.

Supporting disabled employees

We are committed to tackling inequalities and creating a diverse and inclusive business. It is our responsibility to ensure that we do not discriminate

based on disability, amongst other characteristics. Our Group Diversity, Equity & Inclusion Policy sets out our commitments, including to recruit,

promote and reward our people based on merit and ability, avoiding unconscious bias and making reasonable adjustments where applicable.

We seek to ensure equality and fairness in terms of pay, benefits, conditions of employment and training.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Sustainability at Entain

62 Entain plc Annual Report 2025

Policies

Relevant Policies

Group Health, Safety, Wellbeing and

Workplace Policy – www.entaingroup.com/

media/3kzjl0j4/entain-hssw-policy-

statement-2024-final.pdf

Group Diversity, Equity & Inclusion Policy –

www.entaingroup.com/media/nx3lp43c/

entain-group-diversity-equity-and-inclusion-

policy-2025.pdf

Group Flexible Working Policy –

www.entaingroup.com/media/pzhdd5mc/

global-our-approach-to-flexible-working-

march-2022.pdf

Metrics

Employees worldwide (headcount)

28,413

30,639

29,582

Employees worldwide (full-time

equivalent)

23,628

24,909

23,650

Female employees

13,265

14,091

13,645

% female employees

47% 46% 46%

Male employees

15,130

16,130

15,931

% male employees

53% 53% 54%

Male Board members

7 7 6

Female Board members

4 4 3

Male senior managers

723 629 573

Female senior managers

284 252 221

Part-time employees

9,678

9,685 9,968

% part-time employees

34% 32% 34%

Median hourly pay difference between

male and female colleagues (Gender

PayGap)

4.19% 4.27% 4.00%

Mean hourly pay difference between

male and female colleagues (Gender Pay

Gap)

13.38%

14.14% 16.00%

Medianbonuspay difference between

male and female colleagues

0.00% 36.46% 44.00%

Mean bonus pay difference between

male and female colleagues

51.68%

42.41% 65.00%

Females in all management positions (as

% of total management workforce)

37% 37% 37%

Females in junior management positions

(as a % of total junior management

workforce)

40% 39% 39%

Employee age groups:

<30 33% 33% 35%

30-50 50% 48% 47%

50+ 16% 15% 15%

Unknown 1% 5% 3%

Metric

2025 2024 2023

Employee contract types:

Permanent 97.0% 97.4% 99.0%

Fixed-termed 1.0% 0.3% 0.1%

Contractors 2.0% 2.3% 1.0%

Customer satisfaction

77% 74% 78%

Average hours per employee of training

and development

19.2 16.4 13.0

Employee turnover – all

23% 25% 28%

Employee turnover – voluntary

16% 17% 20%

Whistleblowing incidents reported and

investigated

166 125 65

Whistleblowing incidents reported and

investigated, broken down by topics:

Fraud and theft 18 16 12

Code of conduct 59 62 32

Procedural non-compliance 42 24 15

Health, safety, security and

environment

8 3 1

HR Grievance 37 20 4

Not provided 2 — 1

Accidents

743 547 603

Employee work-related injuries

77 70 72

Employee reportable incidents

6 10 5

Public work-related incidents

1 4 5

Public reportable incidents

— — —

Robberies

58 56 50

Incidents of anti-social behaviour

6,222

6,506 6,137

Incidents of assault

271 281 452

Absenteeism rate

4.2% 4.2% 4.0%

% of internal hires

16.7% 17.1% 23.8%

Employee engagement score

84 77 N/A

Metric

2025 2024 2023

10. Data for UK-based employees only.

11. Data for UK-based employees only.

12. Data for UK-based employees only. The shift in the median bonus gap, which reduced from 36.5% in 2024 to 0.00% in 2025, can be attributed to payment of previously awarded free shares to

colleagues and a change in the way that we recognise our colleagues in our retail business.

13. Data for UK-based employees only.

14. Our whistleblowing service accepts any complaint made about suspected breaches of policies, operating practices or our Code of Conduct. Due to extensive promotion of the process, ahigher

proportion of HR- and retail shop-related procedural complaints were received through the whistleblowing route in 2025, which may have been more appropriately directed through other channels.

15. Data for UK-based retail employees only.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Sustainability at Entain

Entain plc Annual Report 2025 63

Positively impact our communities

To support and positively impact our communities around the globe, and work towards

achieving net zero for our own operations (Scope 1 and 2 greenhouse gas emissions).

Aligned Material Topics

Climate Change: Climate change mitigation

and climate change adaptation

Affected Communities: Communities’

economic, social and cultural rights

Oversight

Sustainability & Compliance Committee

Focus areas

2025 Highlights

Reduce our environmental impact

4 Announced our revised greenhouse gas (“GHG”) emission reduction targets to reduce

ourScope 1 and 2 GHG emissions by 42% by 2030, and 90% by 2035, based on a 2023

baseline.

4 Appointed a new independent partner, Bureau Veritas, to provide limited assurance

overour Scope 1, 2 and 3 GHG emissions data.

4 Procured 76.0% (2024: 68.0%) of global electricity from renewable sources, with

Polandand Croatia having signed renewable energy agreements this year.

4 Renewed our ISO14001: Environmental Management certification in the UK, with no

major non-conformances.

Create a sustainable value chain

4 Enrolled 41% (2024: 46%) of our in-scope third-party spend on the EcoVadis platform,

providing a detailed assessment of supplier performance and returning an average

supplier score of 62% (2024: 61%), with the strongest scores across the

environmentpillar.

Promote grassroots, women’s and

disability sports

4 Awarded Grassroots Initiative of the Year for our Pitching In programme, at the Global

Football Industry Awards.

Support the communities in which we

operate

4 Supported the full renovation of two basketball sports facilities in Greece and received

five awards at the Boussias Sponsorship Awards 2025 for bwin’s commitment to sports,

social responsibility, and society.

4 Partnered with the Moonee Valley Racing Club in Australia to support its “Cheering for

Charity” initiative, which united racing fans and charitable giving across the 2024-25

horse racing season.

4 Advanced our community agenda in Poland by supporting five sporting

beneficiaries,promoting fair play through educational initiatives, and strengthening

community partnerships.

4 Refreshed our guidelines for charitable giving and community investment activity, enabling

a consistent approach across the Group.

4 Donated £5m (2024: £5m) to UK charities focused on preventing and remediating

gambling-related harm and supporting mental health and education through sports, as

part of Entain’s obligations under its deferred prosecution agreement with the UK Crown

Prosecution Service.

Working towards our GHG emission reduction targets

We are committed to working towards achieving net zero within our own operations (Scope 1 and 2 GHG emissions) and to continuing to engage

with our suppliers, to try to reduce emissions in our value chain (Scope 3 GHG emissions). Our targets are as follows:

Metric

Scope of

Application

Base Period

Target Period

Target

Nature of Target

Alignment

Scope 1 and 2

GHG Emissions

Entain plc and

its controlled

subsidiaries

2023

4 Near-term: 2030

4 Long-term: 2035

4 42% reduction by 2030

4 90% reduction by 2035

Absolute

emissions target

Informed by Paris

Agreement (well

below 2°C)

Further details on our baseline period and actual GHG emissions can be found in the metrics section below.

Our ability to achieve these targets depends on a range of assumptions and dependencies, some of which are outside of our control. A key

assumption for our near-term target is that we will be able to enter into renewable power purchase agreements in certain jurisdictions on reasonable

commercial terms prior to 2030. This is explored in further detail overleaf.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Sustainability at Entain

64 Entain plc Annual Report 2025

Our key

decarbonisation

levers

Our

sustainability

strategy in

action

Our key decarbonisation levers

We focus on energy efficiency to support our

decarbonisation goals. Our main sources of

energy in our own operations are our retail

shops and stadia. Through our rolling UK shop

refurbishment scheme, we are continuing to

reduce the GHG emissions from our shops

year-on-year – through improved efficiencies

in televisions and advertising boards,

appliances, lighting, heating, and cooling.

Wewill continue to implement energy savings

opportunities raised through our ongoing

Energy Savings Opportunity Scheme audits.

Building on our success in the UK and Ireland,

we are now procuring renewable energy

across some of our key European markets.

In2025, we entered into an agreement for

electricity sourced from renewable sources in

Poland. In Croatia, we secured a three-year

Power Purchase Agreement, which

commenced in September2025.

Entering into agreements of this nature

ensures that all energy consumed in our

facilities in these locations is sourced from

renewable sources. Such initiatives are key

toour decarbonisation strategy and are our

most feasible way of decreasing fossil fuel

use. We continue to assess the viability of

sourcing renewable energy across our key

markets globally, though our ability to secure

these agreements is dependent on the

availability of renewable energy, across

ourmarkets.

Climate transition planning

A key focus for 2026 will be the

development of a transition plan to assess,

identify and model key levers and actions to

achieve our Scope 1 and 2 GHG emission

reduction targets.

This will provide us with detailed modelling

to structure our future activity against, taking

consideration of market sensitivities and key

operational locations. Access to this level of

detail will ensure that we continue to make

proportionate and informed choices to drive

the correct actions, establish relevant

oversight and demonstrate our continued

commitment to decarbonise our own

operations in line with our Scope 1 and 2

GHG emission reduction targets.

We remain committed to reporting on our

Scope 3 GHG emissions and working

towards reducing them through tailored and

impactful engagement with our suppliers.

We will also continue to obtain external

verification of our Scope 3 GHG emissions.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Sustainability at Entain

Entain plc Annual Report 2025 65

Gross Scope 1, 2 and 3 GHG emissions

Our GHG emissions are prepared in line with

the operational control boundary, as defined by

the GHG Protocol Corporate Standard

. We

calculate GHG emissions through combining

activity data with emission factors from

credible sources such as the IEA and UK

Government. Where possible, we use primary

activity data. If this is not possible, we use

spend- and revenue-based methods, as

specified by the GHG Protocol.

Our categories of GHG emissions are defined

below. Our methodology and assumptions are

explored in further detail within our basis of

reporting, which is available on our website

https://www.entaingroup.com/

media/2otlg0mo/entain-basis-of-

reporting-v40.pdf. In 2025, in accordance

with best practice, we changed our external

verification emissions partner from Carbon

Trust to Bureau Veritas for continued

verification. Bureau Veritas provided limited

assurance over our 2024 Scope 1, 2 and 3

GHG emissions data in accordance with ISO

14064-3. The reported amounts include

recalculations necessitated by a reconciliation

of UK utility billing discrepancies identified

during the assurance process. Fugitive

emissions were excluded from the scope of

Bureau Veritas’s assurance statement. This

statement is available on our website https://

www.entaingroup.com/media/akhj3qdw/

entain-2024-assurance-report-

iso-14064-3.pdf.

Scope 1 GHG emissions

Scope 2 GHG emissions

(market-based and location-based)

Scope 3 GHG emissions

Direct GHG emissions occurring from sources

that are owned or controlled by Entain, such

as boilers and fleet vehicles.

Indirect GHG emissions associated with

thepurchase of electricity, steam, heating

orcooling.

Indirect emissions from our value chain,

including but not limited to products and

services procured, business travel, waste

generated and employee commuting.

Our gross Scope 1 and 2 GHG emissions (2023 – 2025)

Gross Scope 1 GHG emissions (tCO₂e)

Gross Scope 2 location-based GHG

emissions (tCO₂e)

Gross Scope 2 market-based GHG

emissions (tCO₂e)

31,611

49,265

44,753

2025

2024

2023

Our gross Scope 3 GHG emissions (2024)

Category

tCO₂e

Category 1:PurchasedGoods

& Services

369,636

Category3:Fuel and energy-

related activities

8,989

Category4:Upstream

Transportation & Distribution

1,245

Category 5: Waste

Category 6: Business Travel

5,130

Category 7: Employee

Commuting

10,021

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Sustainability at Entain

66 Entain plc Annual Report 2025

11. The operational control boundary refers to GHG emissions from operations where Entain, or one of its subsidiaries, has the authority to introduce and implement operating policies.

Inmost cases, this applies to facilities the company operates. Under this approach, we account for 100% of GHG emissions from these operations.

12. The increase in our 2025 Scope 1 GHG emissions is primarily driven by F-Gas emissions, with primary data from air-conditioning services used to replace estimates applied in 2024.

Agreater proportion of primary data for natural gas also highlighted increased consumption in some markets, whilst mobile consumption remained broadly consistent with the prior year.

Celebrating

success for

our Pitching In

programme

Pitching In is a dedicated brand created by

Entain to champion grassroots sport through

a multimillion-pound investment

programme. It operates entirely separately

from any betting and gaming activities and

is focused solely on community support and

development. Pitching In was initially

established to provide vital financial support

to grassroots football clubs to cope with the

impact of Covid-19 lockdowns, Entain’s

continued support for the leagues is

currently committed until the end of the

2027-28 season.

Since then, the trailblazing initiative has

made a huge impact at the non-league level

of England’s national game. Pitching In is the

title sponsor of the Isthmian, Northern

Premier and Southern Leagues – collectively

known as the Trident Leagues – that

comprise 264 clubs at steps three and four

of the non-league pyramid.

Pitching In, however, has always been about

more than a flagship sponsorship. At the

heart of the initiative is the ambition to

enhance engagement between football

clubs and their local communities. This led to

Entain being the founding partner of the

Trident Community Fund (“TCF”) in 2020.

The TCF was launched to help clubs

establish and expand community initiatives,

maximising the remarkable impact that

grassroots football clubs have on their local

area. Every club in the Trident Leagues is

encouraged to apply for a grant of up to

£5,000 annually to support community

initiatives. Since its inception, the TCF has

supported more than 150 such projects,

helping to expand youth, women’s and

walking football, as well as supporting

initiatives focusing on local upskilling,

tackling anti-social behaviour, and

supporting local veterans and food banks.

In 2022, Pitching In launched the Volunteer

Hub to provide a one-stop online portal for

clubs to post volunteering vacancies and

forlocal people to sign up and get involved.

In the last 12 months, the Pitching In

Volunteer Hub had over 1,000 visitors per

month learning about volunteering and

listing or seeking chances to get involved

intheir community.

Racing for good in Australia

We proudly partnered with the Moonee Valley

Racing Club in Australia to support its Cheering

for Charity initiative across the 2024/25 horse

racing season. This united racing fans and

charitable giving, with each Ladbrokes Friday

Night Lights race meeting dedicated to a

different charity.

Fans voted for horses representing their chosen

cause, and the horse with the most votes

became the Cheering for Charity horse

for the given week. If the selected horse won,

Entain donated $2,000 to the featured charity;

if it did not, Moonee Valley Racing Club

contributed $500, ensuring every race night

made a difference.

Across the season, the initiative raised

$15,500 for a range of charities across

Australia, reinforcing our commitment to

creating a positive impact in our communities,

beyond the track.

Supporting sports and society in Greece

We were proud to be recognised for Entain’s

contributions in Greece through the bwin

brand. Our support for sports, social

responsibility, andthe support of Greek society

was recognised at the Boussias Sponsorship

Awards 2025, with awards received across

thefollowing categories:

Platinum

and Gold

Sponsorship for Diversity

&Equality, forour bwin

caresprogramme

Gold Sponsorship Continuity, for

ourlongstanding partnership

withOlympiacos BC

Gold Basketball Sponsorship,

foroursponsorship of

OlympiacosBC

Gold Sports Sponsorship, for our

“TeamFuture” –

www.bwincares.gr/en/

category/news-team-future-

en/

Gold Mass Partnership Sponsorship,

for our support of the Spetsathlon

and the Spetses Mini Marathon

– www.spetsesmarathon.com/

en/homepage/

The brand continues to support vulnerable

social groups by offering them athletic

experiences and assistance, while promoting

social inclusion and equal opportunities.

bwin also supported the full renovation of two

basketball sports facilities, upgrading them

with modern equipment and high-quality, safer

playing surfaces. Guided by the belief that

every child should have equal access to sport,

these improvements not only enhance the

overall experience for young athletes, but also

ensure they can train and play in a secure,

well-maintained environment.

Building the chance for sport in Poland

Our Polish brand, STS Sports, implements

projects through its foundation, "Sport Twoją

Szansą" or “Sport is a chance for you”. In 2025,

the foundation provided ongoing financial

support to five beneficiaries who achieved

sporting success both internationally and in

Poland. The foundation also conducted a

project which involved the publication of an

audiobook and a printed book, “Lewa łapa

Leona” or “Leon’s left foot”, aimed at educating

readers and listeners about fair play in sport

and everyday life. One of Poland’s most

famous footballers, Grzegorz Krychowiak,

became the book’s pro bono ambassador.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Sustainability at Entain

Entain plc Annual Report 2025 67

Award winning initiative

In 2025, Pitching In was honoured

toreceive an award for Grassroots

Initiative of the Year at the Global

FootballIndustry Awards.

In the category, Pitching In triumphed

against other major household brands

including McDonalds, Barclays, Adidas,

Nike and Coca-Cola, who were among

theother shortlisted nominees for the

Grassroots Initiative of the Year prize.

Hosted by football royalty – Jamie

Carragher and Peter Crouch – the

awardscelebrate the visionaries,

pioneers,and change-makers

poweringworld football from behind

thescenes.

Our

sustainability

strategy in

action

Furthermore, STS regularly engaged in and

implemented projects for local communities in

collaboration with the four clubs that it

sponsors. Thanks to regular joint initiatives with

these clubs, financial and in-kind support

reached centres supporting people with

Down’s syndrome, football academies, and dog

shelters, among others.

In total, over £20,000 worth of support was

delivered to those in need through our activities.

This is important to STS, as we support sports-

related causes that are inherent to the brand’s

DNA, as well as the goals of the clubs we

workwith, strengthening our partnerships

andefforts as a committed, socially

responsiblebrand.

Refreshing our approach to

charitabledonations

When we launched the Entain Foundation in

2019, we made a commitment to invest in

responsible gaming initiatives and to provide

support for our people and the communities in

which we operate, around the world. We are

proud of what we have achieved over the past

six years and all the partners that we have

supported through both the Entain Foundation

and Entain Foundation US. At the end of 2024,

Entain made the decision to cease the activity

of both Foundations.

In 2025, in its place, we implemented a new

approach to charitable giving and community

investment to provide a clearer, more efficient

and more localised approach to identifying and

giving to worthy causes and supporting the

communities in which we operate, whilst

retaining a balance through central themes to

align with our global ambitions. This new

approach, delivered through the adoption of

consistent guidelines for entering into

charitable partnerships and undertaking

community investment activities across the

Group, will ensure our activity continues to align

with the key areas of our sustainability

strategy, such as supporting responsible

gambling, grassroots, women’s and disability

sports, the environment and the communities

upon which we depend and in which we

operate. Our activities in this area will continue

to be overseen by the Sustainability &

Compliance Committee.

In 2025, Entain donated £5m (2024: £5m) to

charitable organisations in the UK which

provide services to help prevent gambling

addiction, combating the effects of gambling

addiction and/or deal with the wider

consequences of gambling addiction. These

donations were made pursuant to Entain’s

obligations under its deferred prosecution

agreement entered into with the UK Crown

Prosecution Service in December 2023.

Specifically, Entain donated to the

followingcharities:

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Sustainability at Entain

68 Entain plc Annual Report 2025

Gordon Moody

Gordon Moody offers residential treatment, advice, counselling, and online support to individuals

experiencing gambling-related harm. The charity also provides peer support through dedicated groups,

including those for women, family and friends. Entain’s support will ensure its treatment centres facilities

continue operating at a high standard, and support remains available to users who require it.

GamCare

GamCare is the founder of the National Gambling Helpline and provides advice and support for anyone

affected by gambling-related harm. The charity’s other core activity is provision of gambling harm

treatment in England and Scotland, as well as a range of prevention focused programmes aimed at

people with higher risk of harm. Entain’s support will progress GamCare’s infrastructure developments,

allowing investments in infrastructure (telephony, websites) to enable them to increase capacity for

support for those affected by gambling harm.

BetBlocker

BetBlocker provides a free software application that helps users block access to thousands of online

gambling sites. By setting a self-exclusion period—ranging from 24 hours to five years—on their devices,

the tool supports responsible gambling and helps prevent relapse during the exclusion period. Entain’s

support will ensure BetBlocker provides continuity of services for existing users and availability for

additional users in 2026.

EPIC Restart Foundation

EPIC Restart Foundation is dedicated to supporting individuals in recovery and empowering people to

rebuild positive lives after suffering gambling-related harm. The charity focuses on the “restart” journey,

offering practical tools and coping strategies that enable people to rebuild the confidence and resilience

needed to overcome legacy harms and sustain a lasting recovery. Entain’s support will allow EPIC

Restart Foundation to further develop their regional work in communities. The donation will directly

contribute to building a physical presence in key strategic communities, helping the charity to develop

relationships with other partners, raise awareness and reduce shame and stigma to ensure that more

people receive support in their recovery from gambling harm.

Debt Advice Foundation

Debt Advice Foundation is a national debt education and advice charity that offers free, confidential debt

advice to more than 10,000 people each year. Support is provided through afree helpline, webchat

service, and call-backs, covering a range of debt solutions including crisis management advice and

budgeting support. Entain’s support will enable the charity to deliver vital debt and welfare advice

services to thousands of households across the UK by directly funding front-line debt advisers, digital

infrastructure and support services.

StepChange Debt Charity

StepChange, operated by the Foundation for Credit Counselling, provides free debt advice and tailored

plans to help people manage their debts. This includes assessing a client’s budget, income, and debts;

identifying a suitable solution; and setting up the debt plan with ongoing support as needed. Entain’s

support will contribute to StepChange’s vision of a society free from problem debt, allowing the charity

tocontinue to support as many people as it can to become debt free.

Sport in Mind

Sport in Mind uses sport and exercise to improve the lives of people experiencing mental health

challenges. Its programmes are co-designed by healthcare professionals and individuals with lived

experience and is delivered in partnership with the NHS. Entain’s support will help Sport in Mind support

the recovery of 5,000 people struggling with their mental health (including gambling-related harm) and

help 100,000 people through groundbreaking campaigns, promoting the benefits of being active on

mental health and in preventingsuicide.

Connection at St Martin’s

The Connection at St Martin’s is a homelessness charity providing specialist support for people

experiencing or at risk of rough sleeping in London. Their services cover people’s immediate needs with

food, hot drinks and showers as well as mental and physical health support. It also provides outreach,

one-to-one advice, accommodation, healthcare, skills development, and employment advice to support

an individual with their specific needs. In 2024/25, The Connection at St Martin’s supported over 1,400

people on their journey away from homelessness. Entain’s support will help the charity to save lives

through physical and mental health interventions, while empowering people sleeping rough to access

theguidance, stability, and safe accommodation they need to rebuild their lives.

Policies

Relevant Policies

Group Environment Policy –

https://www.entaingroup.com/media/3iccpyxr/entain-environment-

policy-oct-2025.pdf

Group Gifts, Hospitality and Donations Policy –

www.entaingroup.com/media/4o1bzisu/entain-group-gifts-

hospitality-donations-policy-2.pdf

Metrics

Energy consumption (kWh)

86,686,691 112,683,011 116,213,551

Energy consumption: United Kingdom (UK) 52,536,877 61,429,677 77,967,379

Energy consumption: Rest of the World (ROW) 34,149,814 51,253,334 38,246,172

% ofpurchasedelectricity from renewable sources

76.0% 68.0% 69.6%

Gross Scope 1 GHG emissions (tCO₂e)

6,853 5,491

5,566

Gross Scope 2 location-based GHG emissions (tCO₂e)

15,581 25,738 25,751

Gross Scope 2 location-based GHG emissions: UK 7,336 10,669 —

Gross Scope 2 location-based GHG emissions: ROW 8,245 15,069 —

Gross Scope 2 market-based GHG emissions (tCO₂e)

9,177 18,036 13,436

Gross Scope 2 market-based GHG emissions: UK 143 111 —

Gross Scope 2 market-based GHG emissions: ROW 9,034 17,925 —

Gross Scope 3GHG emissions(tCO₂e)

— 395,047 383,585

Category 1:PurchasedGoods & Services — 369,636 339,654

Category3:Fuel and energy-related activities — 8,989 9,598

Category4:Upstream Transportation & Distribution — 1,245 22,342

Category 5: Waste — 26 86

Category 6: Business Travel — 5,130 7,543

Category 7: Employee Commuting — 10,021 4,362

Total Gross GHG emissions (tCO₂e)

— 426,276 414,902

Gross GHG emissions intensity per employee (tCO₂e/headcount)

0.77 1.01 1.06

Waste generated(tonnes)

3,084 3,599 4,123

Supplierspend

£3.1bn £3.0bn £2.8bn

Number of suppliers

10,393 9,702 12,613

% of in-scope suppliers onboardedonto EcoVadis

41% 46% 35%

Average EcoVadis score of in-scope suppliers

62% 61% N/A

Metric

2025 2024 2023

Basis of Preparation

This report has been prepared on a group consolidated basis for Entain plc and its controlled subsidiaries (together “Entain” or “the

Group”) for the financial year ended 31 December 2025, unless stated otherwise.

Sustainability-related key performance indicators, including those relating to environmental and employee matters, are disclosed on

pages49-69.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Sustainability at Entain

Entain plc Annual Report 2025 69

13. Fugitive emissions (representing 2,577 tCO₂e) were excluded from the scope of Bureau Veritas’s assurance statement but are disclosed in this report.

14. Scope 3 GHG emissions data for 2025 is not available at the time of reporting, and will be disclosed within our 2026 Annual Report and Accounts.

15. Data for UK-based operations only.

16. Includes non-addressable spend items associated with taxes. Excludes intercompany transfers and subsidiary entities that sit outside of Entain’s ERP platform, including 365 Scores,

STS, SuperSport and Crystalbet.

17. In-scope suppliers are determined based on internal criteria that excludes spend such as intercompany transfers, non-addressable spend such as spend associated with taxes, joint

venture suppliers, and low-spend suppliers.

We support the recommendations of the TCFD, and report against these

recommendations in line with the FCA’s mandatory requirements for UK Premium Listed

Companies. In this section, we disclose our approach to identifying, assessing, and

managing climate-related risks and opportunities under different scenarios.

In line with the “comply or explain” obligation

under the UK’s Financial Conduct Authority

Listing Rules, we present our TCFD statement

for the financial year ended 31 December 2025

and confirm that we are fully compliant with 9

of the 11 TCFD recommendations, and partially

compliant with two disclosures which fall under

the Metrics and Targets pillar. Where we are

partially compliant, we continue to develop and

mature our approach. In Table 1 below, we

outline our assessment of compliance with the

TCFD recommendations.

Throughout 2025, we have made progress in

integrating climate-related risks into our Group

enterprise risk management (“ERM”)

framework. We evaluated the current and

potential impact of our relevant climate-related

risks, and the adequacy of our internal controls,

in line with our ERM approach as described in

Table 1 below. Using the outcomes of our

scenario analysis and supporting reviews, we

update our assessment of climate-related risks

and opportunities on an annual basis to

determine those that are the most material to

the Group. This process has enabled us to

refine our analysis over time, and revise our list

of climate-related risks and opportunities

accordingly.

Climate-related risks are determined as not

material within our ERM framework and are

not treated as a standalone Group risk.

However, our annual review examines how

climate factors influence existing risks, enabling

us to identify and disclose primary climate-

related risks. These risks are outlined in

Table2. We will continue to assess the impact

of climate-related risks on the Group and

across our markets. This includes considering

additional metrics and targets to monitor our

climate-related risks and opportunities.

In 2025, we revisited our 2024 analysis, which

produced a broad set of climate-related risks

and opportunities, and identified three primary

climate-related risks. To validate these risks, we

conducted interviews with internal

stakeholders and assessed their potential

impacts under two climate scenarios, as

disclosed in Table 3. This allowed us to assess

our resilience across scenarios with varying

levels of transition and physical risks and

opportunities.

Climate-related financial disclosures aligned with the TCFD recommendations

Table 1

Key:

Fully Compliant Partially Compliant

Governance

(a)

Describe the

board’s oversight

ofclimate-related

risks and

opportunities

The Board delegates oversight of the Group’s sustainability agenda, including the consideration of climate-

related matters, risks and opportunities, to a subcommittee of the Board, the Sustainability & Compliance

Committee (“S&CC”), as disclosed on page 47. All risks and opportunities are assessed in line with the

Group’s ERM framework. Our environmental strategy is part of the sustainability agenda and includes the

identification, assessment and management of climate-related risks and opportunities. Where appropriate,

the S&CC recommends matters for the Board's consideration, review, and approval as appropriate, and the

Chair of each subcommittee provides an update on their activities at Board meetings. In 2025, the S&CC met

on five occasions, and climate-related matters were discussed at two meetings. Further information on the

activity of the S&CC in 2025, and the skills and competencies of our Board of Directors, can be found on

pages 106 and 130.

The S&CC is responsible for approving and overseeing the implementation of our environmental strategy and

compliance with regulatory requirements, including climate-related financial disclosures. In 2025, the S&CC

reviewed our material impacts, risks and opportunities, including those related to climate change, that were

determined through a double materiality assessment in line with the requirements of the European

Sustainability Reporting Standards (“ESRS”). This is explored in further detail on pages 44-46.

The Audit & Risk Committee reviews the effectiveness of our risk management and internal control

frameworks and the related processes annually. In 2025, the Audit & Risk Committee was updated on

anticipated changes to our sustainability disclosures, including on climate-related matters, risks, opportunities

and metrics, under the ESRS requirements, as mandated by the EU Corporate Sustainability Reporting

Directive (“CSRD”).

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Taskforce for Climate-related Financial Disclosures

(“TCFD”)Statement

70 Entain plc Annual Report 2025

(b) Describe

management’s role

in assessing and

managing climate-

related risks and

opportunities

Executive Committee and Group General Counsel

The Chief Executive Officer is ultimately responsible for our progress towards the achievement of our climate-

related targets, and is supported in this area by the Group General Counsel and Group Deputy

GeneralCounsel, who are accountable for the day-to-day oversight of climate-related risk and

opportunitymanagement.

Group Enterprise Risk Management

The Group Enterprise Risk Management and Group Sustainability functions regularly liaise to ensure that

allclimate-related risks and opportunities are aligned in their evaluation with the Group’s ERM framework

and procedures.

Group Sustainability

The Group Sustainability function works with operational functions globally, to identify and assess climate-

related risks and opportunities, understand the related resilience, and allocate risk owners for the identified

climate risks.

Strategy

(a)

Describe the

climate-related risks

and opportunities

the organisation has

identified over the

short, medium, and

long-term

Please see Table 2 for a full description of climate-related risks that have the potential to impact the Group

over the short, medium, and long-term.

Our climate-related risks and opportunities have been analysed using our ERM framework. In 2024, risks and

opportunities were assessed considering three climate scenarios (see Table 3) and time horizons. This year,

we have assessed the risks and opportunities against two scenarios to deepen our understanding of their

impact on the Group, and to provide an assessment of the climate-related risks and opportunities. Evaluating

these risks against the 1.5°C and 3°C scenarios meant that we could understand these impacts across two

different future scenarios, with differing transition and physical risk profiles. We undertook this approach to

support our stakeholders in understanding the potential uncertainties that climate-related risks may present

across the three time horizons.

We understand that climate-related risks and opportunities can have longer-term time horizons that span

beyond typical ERM and strategic planning cycles. We assessed climate-related risks and opportunities

across the following time horizons, which take into account our strategic planning cycle and longest-term

strategic commitments (2035 decarbonisation targets for Scope 1 and 2 greenhouse gas emissions):

4 Short (0-3 years)

4 Medium (3-10 years)

4 Long (10+ years)

(b)

Describe the impact

of climate-related

risks and

opportunities on the

organisation’s

businesses,

strategy, and

financial planning

In Table 2, we describe the potential impact of climate-related risks on the Group’s business model, strategy,

and financial planning over the short, medium and long-term.

Adapting to and mitigating the effects of climate change is an important part of our sustainability strategy,

which is an enabler of our corporate strategy. Delivering on this requires alignment with financial planning.

In the short to medium term, certain decisions have already been made with climate change in mind.

Forexample:

4 Continuing to invest in our green electricity tariff for the UK and Ireland retail estate;

4 Investing in renewable energy agreements to transition away from fossil fuel powered electricity in

additional markets. For more information, please see page 64;

4 Updating our company car scheme to support the transition of our UK fleet to hybrid or electric vehicles,

reducing our reliance on fossil fuel powered transport; and

4 Improving the efficiency and resilience of our UK retail shops by investing in air-conditioning units and

upgrading external signage to increase safety in the event of extreme weather events, as disclosed in

Table 2.

To date, climate-related risks and opportunities have not materially impacted our financial performance or

position, and we do not anticipate this to change in the short to medium term. However, we will continue

enhancing our assessment and response to climate-related issues and integrate the consideration of climate-

related risks into our day-to-day processes.

We have set greenhouse gas emission reduction targets, and we report on our progress and plans for

decarbonising our own operations in line with the transition to a low-carbon economy on pages 64-69.

1. As in previous years, climate-related opportunities were deemed to have minimal potential impact over the short, medium, and long-term, and are therefore not disclosed in

thisstatement.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Taskforce for Climate-related

Financial Disclosures (“TCFD”)

Entain plc Annual Report 2025 71

(c)

Describe the

resilience of the

organisation’s

strategy, taking into

consideration

different climate-

related scenarios,

including a 2°C or

lower scenario

In Table 2, we describe our strategic response to, and resilience regarding, the climate-related risks identified.

The potential impacts outlined in Table 2 reflect the outcome of a recent review of the risks identified in prior

reporting years.

These risks and opportunities have been assessed against two climate change scenarios (see Table 3),

based on public climate change scenarios from the IPCC, IEA and PRI. This includes a low-carbon transition

scenario consistent with limiting global temperature rise to under 2°C, as well as scenarios consistent with

increased physical climate hazards. In 2025, we tailored our scenario analysis to our unique risks and

opportunities, enabling us to further assess and manage those identified.

Our assessment considers the risks with current mitigations in place, and confirms that climate change is

currently not material to the Group. However, we understand that climate change may become a factor

affecting our other Group risks. Therefore, the primary climate-related risks and opportunities identified are

emerging and/or operational risks that will continue to be monitored and evaluated as disclosed in the

sectionbelow.

Risk Management

(a)

Describe the

organisation’s

processes for

identifying and

assessing climate-

related risks

Risks are identified and assessed using our “Cause, Event, Consequence” ERM methodology. We consider

climate-related risks and opportunities based on the scenarios outlined in Table 3, as well as emerging

trends and examples, enabling us to analyse how each could affect our ability to deliver on our strategy.

Weconsider each risk’s potential financial implications, operational impact (including on products and

services), reputational consequences, and whether it may affect our key commitments, such as those relating

to the health, safety, security, and wellbeing of our employees and customers. Each risk and opportunity is

assessed through gross (unmitigated), current (including existing mitigations), and target (considering future

action) lenses to provide multiple snapshots of the potential impact. The assessment included in Table 2

considers the current risk profile, based on existing mitigation measures.

To better understand the impact of climate-related risks and opportunities on our strategy and business

continuity, we conducted focused interviews with key stakeholders to reflect on the impact on our operations,

and deep-dive into how the associated risks may impact areas of the Group across different time horizons.

For example, we discussed how cancelled or postponed racing events due to extreme weather events may

affect our financial performance with our Group trading team. The Group Head of Sustainability reviewed

and verified the findings to support our climate-related disclosures. As part of the assessment, we clarified

the language of our primary climate-related risks to better align with additional sustainability

reportingstandards.

Based on this assessment, we score and prioritise risks across four categories, from very low to very high

impact. Any climate-related risks that are considered “major” and “critical” are deemed to be material,

consistent with other enterprise risks. From our assessment, no climate-related risks or opportunities are

deemed material to the Group.

(b)

Describe the

organisation’s

processes for

managing climate-

related risks

Our process for managing climate-related risks is aligned with our ERM framework. Although climate-related

risks are not material risks to the Group, we follow the same framework of risk identification and evaluation to

allow the climate-related risks to sit compatibly within functional risk registers. The framework guides the risk

assessment, and design of internal controls and future actions. The relevant functional heads periodically

review these risks, in accordance with our ERM processes.

(b)

Describe how

processes for

identifying,

assessing, and

managing climate-

related risks are

integrated into the

organisation’s

overall risk

management

The process for identifying and assessing climate-related risks is integrated into our overall risk management

and governance framework. Given the nature of climate-related risks, we complement this process with the

climate-related scenarios described in Table 3. As stated above, the primary climate-related risks and

opportunities are integrated into functional risk registers in line with our ERM approach.

1. Overview

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72 Entain plc Annual Report 2025

Metrics and Targets

(a)

Disclose the metrics

used by the

organisation to

assess climate-

related risks and

opportunities in line

with its strategy and

risk management

process

We disclose the associated spend in 2025 to improve the resilience of our retail UK sites to extreme weather

impacts in Table 2. Climate-related metrics are not linked to remuneration, and an internal carbon price is not

currently in place.

As we anticipate reporting in accordance with the ESRS, as mandated by the EU CSRD, from the financial

year ending 31 December 2027, we plan to disclose climate-related metrics in line with the respective

disclosure requirements that are deemed material through our double materiality assessment.

(b)

Disclose Scope 1,

Scope 2, and, if

appropriate, Scope

3 greenhouse gas

(GHG) emissions,

and the related risks

We disclose our gross Scope 1, 2 and 3 GHG emissions on page 69. We use the GHG Protocol Corporate

Standard and GHG Protocol Corporate Value Chain (Scope3) Standard to guide our methodology, under the

“operational control” boundary.

Our Scope 1 and 2 GHG emissions highlight exposure to transition risks within our own operations, whilst

Scope 3 GHG emissions reveal risks embedded in our value chain. Together, they provide insight into where

carbon costs could arise and pass through across the value chain, helping us to understand the potential

financial impacts of a carbon pricing scenario. Although transition risks were not deemed primary, and are

therefore not disclosed in Table 2, we assessed the potential impact of climate-related policy, legal and

regulatory developments under a 1.5°C scenario on our business model, strategy, and financial planning over

the short, medium and long-term, and continue to monitor their evolving materiality.

(b)

Describe the targets

used by the

organisation to

manage climate-

related risks and

opportunities and

performance

against targets

As disclosed on page 64, we have established targets to reduce the GHG emissions in our own

operationsover both the near and long-term, and our gross GHG emissions are outlined on page 69.

Thesetargets primarily support the management of climate-related transition risks, which are not disclosed

inthisstatement.

We do not set quantitative targets for physical climate-related risks; instead, these risks are managed

through the resilience measures outlined in Table2.

Table 2 – Our primary climate-related risks

Acute physical risk (Upstream Value Chain and Own Operations)

Principal

risklink

Risk description

Scenario

Timeframe

Strategic response and resilience

Trading

Liability and

Pricing

Management

An increase in

frequency and

severity of

extreme weather

events causes

increased

cancellation and/

or postponement

of sporting events,

resulting in

reduced revenues.

3°C

Long-term

As a global sports betting business, we facilitate betting and gaming across more

than 70 sporting markets, providing betting opportunities on more than 40,000

different events in any given week. The diversification of our trading markets helps

usmitigate any impact of this risk to the Group. For example, if an event was

cancelled or postponed to a later date, as we have multiple trading markets, we

canprovide additional content for our customers to engage with, to minimise the

potential impact.

Through our 2025 assessment, we analysed trading data, which indicated that the

potential business impact of cancelled and postponed events is low, given the wide

range of alternative events available for customers to bet on, and the fact that high-

profile events are postponed, not cancelled. The timeframe has also been updated as

our updated scenario analysis suggests that cancelled and/or postponed events

would have the most potential for impact in the long-term.

2. The timeframe references the shortest timeframe in which the risk has the potential to manifest.

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Entain plc Annual Report 2025 73

Acute physical risk (Own Operations)

Principal

risklink

Risk description

Scenario

Timeframe

Strategic response and resilience

N/A

Extreme weather

may damage key

operational

locations, such as

offices, stadia and

retail venues,

disrupting

business

continuity.

Both

scenarios

in the short

term, but

severe in

the long-

term under

the 3°C

scenario.

Short term

To maximise our operational locations’ resilience, we have incorporated physical

climate-related risks into our UK and Ireland retail risk registers to ensure our physical

locations are reviewed and monitored.

We also have business continuity plans and arrangements for off-site data storage,

alternative system availability and remote working for key operational colleagues in

place to reduce the effects of downtime caused by hazardous weather events.

To mitigate the impacts of rising global temperatures, we have also invested in air-

conditioning units in our retail shops. In 2025, we installed 156 energy-efficient air-

conditioning units in our retail locations; with most units holding an energy efficiency

rating of A++ or A+++. We are also improving our external signage to withstand

extreme wind conditions in our UK retail sites, with 300 face signs provisionally

approved annually from 2026-2033. This will ensure the safety of our staff and

customers, as well as reduce the potential damage from the signage disconnecting

from our store fronts.

From our 2025 assessment, the potential impact and timeframe of this risk remains

consistent with 2024, as we acknowledge that the industry has experienced impact

from adverse weather events, and anticipate this to increase in the future.

Associated Metrics and Targets:

We have commenced a programme to replace fascia signage across our retail stores,

with 300 replacements per annum provisionally planned between 2026 and 2033.

Our associated spend in 2025 to improve the resilience of our retail UK sites to

extreme weather impacts was £1.7m. This total includes the cost of installing air-

conditioning units and improving retail signage to withstand extreme wind events.

Acute physical risk (Upstream Value Chain and Own Operations)

Principal

risklink

Risk description

Scenario

Timeframe

Strategic response and resilience

Technology

Platform

Resilience

Extreme weather

may disrupt the

digital

infrastructure that

we rely on to

operate our

business,

affecting our

ability to maintain

our business

operations.

Both

scenarios

in the short

term, but

severe in

the long-

term under

the 3°C

scenario.

Short-term

We have a Disaster Recovery Policy in place that outlines our approach to protecting

our digital infrastructure from disruptions and downtime. As part of this programme,

we consider how to improve the resilience of our technology platform to natural

disasters, which includes disruptions from extreme weather events.

We also consider resilience when evolving the architecture of our technology stack.

We ensure that all centralised critical infrastructure has a backup data centre in the

event of a disruption. We are also in the process of rolling out additional backup with

cloud service providers. In certain markets where we operate, we are required by

regulators to locate our data centres within geographical boundaries to serve

customers within that market. In these cases, data centres may be less resilient to

extreme weather events, though any incidents would be isolated to that market,

reducing the impact of any event on the Group. In high-priority markets where this

regulation is in place, we have established backup data centres to further mitigate this

risk. Our technology infrastructure is situated within third-party facilities, where we

lease space for our equipment. We select Tier 3 or higher data centre providers (based

on the Uptime Institute’s Tier Standards, where Tier 4 is the highest) who align with our

high standards for security, redundancy and resilience. These facilities offer robust

protections, including redundant power, cooling and network connectivity, ensuring

high availability for our critical operations.

From our 2025 assessment, the potential impact and timeframe of this risk remains

consistent with 2024, as we have multiple data centres in key locations exposed to

potential climate risks. However, we are increasing our resilience by capturing key data

centres with data recovery plans.

1. Overview

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167. Financial Statements

Taskforce for Climate-related

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74 Entain plc Annual Report 2025

Our climate change scenarios

In 2024, three climate change scenarios were developed and used to identify and assess potential climate-related risks and opportunities. These

were tailored for the Group, based on a combination of evidence and data, primarily sourced from public climate change scenarios developed by the

Intergovernmental Panel on Climate Change (“IPCC”), the International Energy Agency (“IEA”), and the Principles for Responsible Investment (“PRI”).

In 2025, we refined and enhanced our risk descriptions and conducted interviews with key stakeholders who were able to provide focused insights

into specific risks, enabling us to further assess the potential impact and likelihood of each risk. These were then reviewed through a “deep dive”

against two climate scenarios, which allowed us to evaluate potential impacts. This process has provided a more granular understanding of the risks

to the Group under different scenarios.

Table 3 – Our climate change scenarios

Scenario

Basis

Description Use in 2025

1.5°C

4 RCP2.6/SSP1

4 PRI IPR: 1.5°C

Required Policy

Scenario

Action taken has achieved the aims set out in the

2015 Paris Agreement to limit climate change rise to

well below 2°C (with a stretch target of 1.5°C), but

with significant shifts in policy, cost, and consumer

behaviours.

This scenario was used to provide a perspective on

when transition risks are most prevalent to

understand our current and anticipated resilience.

The significant increase in policy and energy

efficiency would impact short- and medium-term

business performance.

2°C

4 RCP4.5/SSP2

4 PRI IPR: Forecast

Policy Scenario

Global GHG emissions continue to rise until 2030,

after which strong climate policies are introduced to

limit warming to 2°C. This delayed action leads to

higher transition and more severe physical risks than

the 1.5°C scenario, with the effects felt most acutely

in vulnerable regions around the world.

This scenario was not used to assess climate-related

risks in 2025.

3°C

4 RCP6.0/SSP5 Economies around the world have continued to be

until 2080. As a result, global warming is 3°C, with

severe physical risks. The risks increase in intensity

and frequency.

This scenario was used to understand our resilience

under a scenario where physical risks are more

prevalent. The lack of strong climate policies would

support increasing global temperatures and climate

hazards impacting medium- and long-term

businesscontinuity.

3. This column outlines the scenarios used to inform our analysis. The Representative Concentration Pathways (“RCP”) adopted by the Intergovernmental Panel on Climate Change were

used when considering physical climate risks. The Shared Socioeconomic Pathways (“SSP”) and the Principles for Responsible Investment (“PRI”) Inevitable Policy Response (“IPR”)

scenarios were used to evaluate transition risks.

1. Overview

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167. Financial Statements

Taskforce for Climate-related

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Entain plc Annual Report 2025 75

The Board recognises the importance of effective governance and operates in

line with the UK reporting regulations. The information below should be read in

conjunction with the rest of the Strategic Report.

Section 172 of the Companies Act 2006

imposes a general duty on Directors to act in a

way that they consider, in good faith, to most

likely promote the success of the Company for

the benefit of shareholders as a whole. The

Directors in setting policies and strategies

continue to have regard to the interests of the

Group’s employees, shareholders, investors,

suppliers, customers and regulators, including

the impact of its activities on the community

and on the Group’s reputation. These factors

underpin the way in which the Directors

discharge their duties and the Board is

cognisant of the need to engender strong

relationships with all stakeholders to help the

Group deliver its strategy and support its long-

term values including sustainability.

Our approach

The Board recognises the importance of

maintaining open, transparent and effective

dialogue with all of the Group’s stakeholders.

The relevance and weight afforded to each

stakeholder group will naturally vary

depending on the matter under consideration,

and the Board acknowledges that not every

decision will necessarily deliver a positive

outcome for every stakeholder. However, in all

cases, Directors seek to balance competing

interests in a manner that promotes the long-

term success of the Company.

Stakeholder considerations are embedded

within the Board’s governance processes.

Board papers explicitly address stakeholder

implications, enabling Directors to discharge

their duties effectively and in line with their

statutory obligations. The Board also monitors

the delivery of strategic initiatives through

clearly defined performance metrics and

regular reporting at its meetings.

The Remuneration Committee plays an

important role in reinforcing this approach. In

determining remuneration outcomes, it

assesses overall Group performance,

including progress against our responsible

betting and gaming commitments and the

delivery of our Sustainability strategy,

ensuring that executive incentives are aligned

with sustainable, long-term value creation.

To support good corporate governance, all

Directors receive training as part of their

induction on the scope and application of

Section 172 of the Companies Act 2006. This

ensures a clear understanding of how

stakeholder considerations must be

integrated into Board decision-making.

Listening to and engaging with our

people is fundamental to how the Board

fulfils its duties under Section 172. During

2025, the Board further strengthened its

direct engagement with colleagues across

our global footprint, ensuring employee

perspectives were embedded in decision-

making during a year of leadership

transition and continued strategic focus.

Our Employee Forums remain a cornerstone

of our engagement framework. Forums

operate across key locations, including the

UK & Ireland Retail Forums, the Stadia

Forum and the UK & Gibraltar Office Forums,

where elected representatives meet

quarterly to act as a formal listening

channel, enabling colleagues’ perspectives

on life at Entain to be heard. These sessions

enable colleagues to discuss how their

teams connect with our purpose, strategy

and values, and to raise matters affecting

their working environment, development

and wellbeing. Business updates on

performance, operational initiatives and

strategy are also shared, supporting

transparent two-way dialogue.

Virginia McDowell continues to serve as the

Board’s Designated Workforce Director and

maintains regular engagement with Forum

representatives and employee networks.

During site visits, Board members are

encouraged to attend listening sessions,

gaining first-hand insight into the realities of

everyday working life and reinforcing an

inclusive culture aligned to our Global

Diversity, Equity and Inclusion initiatives.

In 2025, the Board increased its focus on in-

person engagement and operational site

visits to deepen its understanding of the

business. Visits included meetings with

teams in Nottingham, Stratford, Rome,

Lisbon, Gibraltar and Hyderabad, as well as

an overseas Board meeting at BetMGM in

New Jersey. These engagements provided

exposure to a wide range of teams and

functions, including; product and technology

transformation; platform modernisation;

AIgovernance; retail operations; customer

care, finance and; talent development

programmes. Board members also

participated in town halls and open

Q&Asessions, allowing colleagues to raise

questions directly on performance,

regulation, strategy and

organisationalchange.

The annual Global Engagement

Conference, hosted by the Chief People

Officer, brought together a cross-section

of people from over 20 countries with

Board and Executive Committee

members, and delivered across two

global sessions. Discussions covered

corporate strategy, retail investment,

collaboration, recognition, change and

talent development. Together with our

global engagement and integrity surveys,

these forums provide structured insight

into employee sentiment and priorities.

The annual National Employee Forum

AGM in January 2026 further

strengthened connections between the

Board and Forum representatives,

supporting open dialogue on

collaboration, communication, reward

and recognition, wellbeing, sustainability,

diversity, equity and inclusion, and

workforce strategy.

The CEO and Executive Committee are

accountable for fostering a positive

culture, and the Board receives regular

updates on engagement metrics,

workforce data and culture indicators —

including how our four core values,

Dowhat’s right, Keep it simple,

Gobeyond and Win together, unite

colleagues globally.

Key themes emerging from engagement

during the year included a strong appetite

for continued Board visibility, greater

collaboration, professional development

opportunities and clarity during

transformation. These insights informed

Board discussions on succession

planning, organisational design and

investment in talent.

The Board believes that fostering a

diverse and inclusive workforce

strengthens our culture and better reflects

our global customer base. We do not

tolerate discrimination on any protected

characteristic and remain committed to

advancing diversity, equity and inclusion

across all levels of the organisation.

Through these mechanisms, the Board

ensures colleague perspectives directly

inform its oversight of strategy, culture

and long-term sustainable success.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Engaging with stakeholders

76 Entain plc Annual Report 2025

Colleagues

Read more: pages 58-63.

Customers

Customer care is integral to how we

operate as a responsible and collaborative

business. The Board recognises that

delivering engaging experiences must

gohand in hand with robust consumer

protection, particularly as the growth of

theillegal gambling market continues to

undermine safeguards and consumer trust.

Customer expectations include fairness,

transparency, security and responsible conduct.

We seek to meet these expectations through

clear terms and communications, strong data

privacy and cybersecurity governance, and

ongoing product innovation delivered within

arigorous compliance framework.

Our safer betting and gaming strategy is

embedded across the full customer journey

andbuilt on three pillars: Engage, Support and

Protect. We engage customers early through

intuitive tools and clear messaging — with

nearly 30%

of customers actively using deposit or loss

limits — supported by data-led nudges that

encourage informed play. Where indicators

of harm emerge, our global Customer Care

function, including 460 dedicated Customer

Protection specialists, delivers more than

12,000 safer gambling interactions each

week. Robust safeguards, enhanced training

delivered with EPIC and independent

qualityassurance strengthen accountability

and outcomes.

The Board receives regular updates on

customer metrics, protection performance,

complaints data and regulatory

developments, ensuring customer interests

remain central to strategic decision-making

and aligned with our purpose to entertain,

excite and protect.

Shareholders

Maintaining open, transparent and

constructive dialogue with our shareholders is

fundamental to promoting the long-term

success of the Company. We are committed

to providing investors with a clear, balanced

and comprehensive view of our financial

performance, strategic progress and delivery

against our ESG and sustainability objectives.

Engagement with shareholders takes place

throughout the year via a structured investor

relations programme. This includes results

presentations, trading updates, roadshows,

investor conferences, one-to-one and group

meetings, as well as the publication of our

Annual Report, ESG disclosures, press

releases and regulatory announcements. In

2025, the Group undertook 408 investor

interactions and participated in 24

conferences, roadshows and “fireside chats”,

engaging with 267 unique institutions. These

interactions involved the Chief Executive

Officer, Chief Financial Officer, Chair, Director

of Investor Relations, members of the IR team

and other members of senior management,

as appropriate.

The Board receives regular updates on

investor sentiment and key discussion themes.

Feedback is gathered through meetings

between shareholders, the Chair and

executive management, as well as through

formal investor perception studies and

targeted feedback exercises conducted by the

Investor Relations team. Insights from these

engagements are shared with the Board and

inform ongoing refinements to our strategy,

disclosures and communication approach.

Board members also listen to analyst and

investor calls following results and trading

updates, enabling them to hear directly the

questions, perspectives and priorities of the

investment community. In addition, Directors

are kept informed of relevant market

commentary and newsflow throughout

theyear.

Through this structured approach, the Board

ensures that shareholder perspectives are

fully considered in its decision-making, and

that engagement and communication remain

clear, consistent and aligned with the delivery

of long-term sustainable value. The Board

also receives regular updates on Company

performance, market sentiment and investor

feedback, and is kept informed of relevant

newsflow and external commentary

throughout the year.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Engaging with stakeholders

Entain plc Annual Report 2025 77

Maintaining open, transparent and constructive dialogue with our shareholders is

fundamental to promoting the long-term success of the Company. We are committed to

providing investors with a clear, balanced and comprehensive view of our financial

performance, strategic progress and delivery against our ESG and sustainability objectives.

Read more: pages 49-52.

Suppliers

We are committed to building responsible, sustainable and mutually beneficial

relationships with our suppliers. Our procurement policies and processes are regularly

reviewed to ensure goods and services are sourced in a fair, ethical and transparent

manner, aligned to our sustainability strategy and governance framework.

We continue to strengthen oversight of our

supply chain through enhanced risk

assessment and data capabilities. Our

greenhouse gas emissions accounting

platform supports the collection and reporting

of emissions data, including supplier-related

emissions, improving visibility of our

environmental impact. We also use supplier

diversity tools to review and broaden access

to diverse suppliers, supporting inclusive

participation within our supply chain.

Modern slavery and human rights remain key

focus areas. We conduct supplier risk

assessments to identify higher-risk areas and

use supplier self-assessment questionnaires

to evaluate standards and encourage

continuous improvement.

We promote supplier participation in

EcoVadis,a leading sustainability ratings

platform, enabling evaluation across

environment, labour and human rights, ethics

and sustainable procurement. This supports

transparency and corrective action planning

where required.

We engage suppliers through ongoing

dialogue, industry forums and corporate

responsibility reporting. Through these

measures, the Board ensures supply chain

risksand stakeholder interests are reflected

indecision-making and aligned to our long-

term strategy and values.

Our Communities

Entain recognises that long-term success

is closely linked to the strength and

wellbeing of the communities in which

we operate. Our sustainability strategy,

built around four pillars and embedded

within our business model, provides the

framework through which we promote

safer betting and gaming, support

grassroots sport and deliver positive

social impact.

During 2025, we strengthened our approach

to charitable giving and community

investment by introducing refreshed

guidelines to ensure greater consistency,

transparency and alignment with our

strategic priorities across the Group.

Grassroots sport remains a key focus. Through

our Pitching In programme, we continue to

support the Trident Leagues in the UK,

representing more than 250 clubs within

England’s non-league football pyramid.

Internationally, we supported the renovation of

community basketball facilities in Greece,

partnered with the Moonee Valley Racing Club

in Australia on its “Cheering for Charity”

initiative, and advanced our community

programme in Poland by supporting sporting

beneficiaries and promoting fair play through

educational initiatives.

In the UK, we supported charities focused

onpreventing and remediating gambling-

related harm, as well as supporting mental

health and education through sport.

The Board retains oversight of corporate

responsibility and community investment,

with detailed review delegated to the

Sustainability & Compliance Committee.

Thisgovernance framework ensures that

community impact and stakeholder

perspectives are considered in Board

decision-making, supporting sustainable

growth and reinforcing trust in the markets

where we operate.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Engaging with stakeholders

78 Entain plc Annual Report 2025

Read more: pages 64-69.

Regulators

One of the most important relationships

we maintain is with our regulators and

government stakeholders. Engaging

openly, transparently and regularly

ensures they are fully apprised of

ouroperating practices, governance

framework and player protection

measures. Through constructive

dialogue, we contribute to shaping

aregulatory environment that protects

consumers, supports sustainable

industry growth and enables us to

operate legally, responsibly and fairly.

Governments and regulators

4 UK Government departments (particularly

the Department for Culture, Media & Sport

and HM Treasury)

4 UK Gambling Commission

4 US state licensing and regulatory bodies

4 Governments and regulators in other

jurisdictions where we hold gaming licences

What are their expectations?

4 Providing an enjoyable and safe leisure

experience for customers

4 Operating legally and in full compliance with

applicable laws and licence conditions

4 Minimising harm and strengthening player

protection measures

4 Protecting young and vulnerable people

4 Preventing crime, fraud, money laundering

and other unlawful activity

4 Maintaining high standards of governance,

transparency and reporting

How we engage

4 Ongoing, proactive dialogue with

regulators, policymakers and

localauthorities

4 Regular bilateral meetings, both

face-to-face and virtual

4 Participation in industry forums, working

groups and regulatory roundtables

4 Collaborative engagement through local

and international trade associations

4 Formal responses to consultations, calls

forevidence and policy reviews

4 Providing operational insight, data

andexpertise to support evidence-

basedpolicymaking

Through this structured and continuous

engagement, the Board ensures that

regulatory considerations are embedded

within strategic decision-making and that

wecontinue to meet the evolving

expectationsof our regulators while

safeguarding our licence to operate.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Engaging with stakeholders

Entain plc Annual Report 2025 79

Read more: pages 38-40.

4 Total Group Net Gaming Revenue (“NGR

”),

including 50% share of BetMGM

,+7%,

+8%cc

, with Entain up (+3%, 4%cc

) and

BetMGM up (33%cc

)

4 FY25 Online NGR

(exc. US) up +5%, 6%cc

reflecting strong volumes

and underlying

momentum

4 FY25 Underlying Online Underlying EBITDA

margin expanded to 25.7%, benefitting from

scaled growth and improved operational

execution

4 FY25 Group Underlying EBITDA

£1,160.1m, up +8%cc

YoY, ahead of

guidance

4 Total Group Underlying EBITDA

including

50% share of BetMGM

at £1,243.6m, up

28%cc

vs prior year

4 BetMGM’s FY25 inflection to profitability

supported its distribution of cash to parents

and reinforces its pathway to delivering

$500m of Adjusted EBITDA

in 2027

4 Adjusted cashflow

of £151m, ahead of

expectations, with both BetMGM cash

distribution and Entain Underlying EBITDA

being stronger than anticipated

4 Group statutory loss after tax of £681m

including an impairment charge related to

UK Gambling tax increases

4 Outlook: Entain expects FY26 Online NGR

(exc. US) growth of 5-7% on a constant

currency basis

, and remains comfortable

with market expectations

for FY26 Group

Underlying EBITDA

4 Upgrading expectations

to now offset over

50% of the incremental UK tax burden from

2027

4 Reaffirming confidence in generating at

least £500m of annual adjusted cashflow

from 2028

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Chief Financial Officer’s Review

80 Entain plc Annual Report 2025

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Chief Financial Officer’s

Review

Entain plc Annual Report 2025 81

Group Underlying EBITDA was

ahead of expectations with both

Entain and BetMGM reporting

better than anticipated 2025

earnings.

4Rob Wood, Chief Financial Officer

Financial Performance Review

Group

Results

2025 2024 Change cc

Year ended 31 December

£m £m % %

Net Gaming Revenue

5,325.4 5,161.9 3% 4%

VAT/GST

(66.0) (72.7) 9% 4%

Revenue

5,259.4 5,089.2 3% 4%

Gross profit

3,200.1 3,118.1 3%

Contribution

2,568.7 2,480.5 4%

Operating costs

(1,408.6) (1,391.7) (1%)

Underlying EBITDA⁴

1,160.1 1,088.8 7%

Share-based payments

(12.1) (13.3) 9%

Underlying depreciation and amortisation

(352.9) (344.7) (2%)

Share of JV income/(loss)

66.1 (114.2) 158%

Underlying operating profit

861.2 616.6 40%

Results

NGR

and Revenue both increased by +3% (+4%cc

) versus the prior year, with strong underlying performance in several of our key markets led by

UK online.

Contribution

in the year of £2,568.7m was +4% higher than 2024. Contribution

margin was +0.1pp higher than 2024, the additional tax in the

newly regulated Brazilian market, offset by other cost of sales and marketing efficiencies.

Operating costs were 1% higher driven by inflation and continued investment in product and technology, offset by rigorous cost control and efficiency

improvements. Resulting Underlying EBITDA

of £1,160.1m was +7% higher than 2024.

Share-based payment charges were £1.2m lower than 2024, while underlying depreciation and amortisation

was 2% higher, reflecting the

continued investment in product. Share of JV profit of £66.1m includes an operating profit of £66.0m relating to BetMGM (2024: loss of £109.4m).

Group underlying operating profit

of £861.2m was +40% higher than 2024. After separately disclosed items of £1,055.2m (2024: £866.7m), the

Group made an operating loss of £194.0m (2024: loss of £250.1m).

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Chief Financial Officer’s

Review

82 Entain plc Annual Report 2025

UK & Ireland

UK & Ireland Total UK & Ireland Online UK & Ireland Retail

2025

2024 Change

2025

2024 Change

2025

2024 Change

Year ended 31 December

£m £m % £m £m % £m £m %

Sports wagers

5,150.5 4,920.4 5% 2,460.9 2,276.2 8% 2,689.6 2,644.2 2%

Sports margin

16.5% 17.0% (0.5pp) 13.2% 13.5% (0.3pp) 19.6% 20.0% (0.4pp)

Sports NGR

795.9 779.0 2% 282.0 262.3 8% 513.9 516.7 (1%)

Gaming NGR

1,367.6 1,252.9 9% 849.9 721.3 18% 517.7 531.6 (3%)

Other NGR

21.7 21.5 1% 4.6 1.0 360% 17.1 20.5 (17%)

Total NGR

2,185.2 2,053.4 6% 1,136.5 984.6 15% 1,048.7 1,068.8 (2%)

EU VAT/GST

(5.1) (4.3) (19%) (5.1) (4.3) (19%) – – –%

Revenue

2,180.1 2,049.1 6% 1,131.4 980.3 15% 1,048.7 1,068.8 (2%)

Gross profit

1,489.0 1,395.8 7% 727.7 625.8 16% 761.3 770.0 (1%)

Contribution

1,250.9 1,169.4 7% 492.0 401.5 23% 758.9 767.9 (1%)

Contribution

margin

57.2% 56.9% 0.3pp 43.3% 40.8% 2.5pp 72.4% 71.8% 0.6pp

Operating costs

(719.0) (732.1) 2% (181.5) (175.4) (3%) (537.5) (556.7) 3%

Underlying EBITDA⁴

531.9 437.3 22% 310.5 226.1 37% 221.4 211.2 5%

Share-based payments

(1.6) (5.9) 73% (1.6) (4.1) 61% – (1.8) 100%

Underlying depreciation and

amortisation

(144.0) (145.8) 1% (56.2) (54.4) (3%) (87.8) (91.4) 4%

Underlying operating profit

386.3 285.6 35% 252.7 167.6 51% 133.6 118.0 13%

Results

After a strong first half, where UK & Ireland NGR

grew by +9%cc

, momentum continued into Q3, at +8%cc

, easing in the final quarter due to

customer friendly sports margins, down -2.6pp on the prior year. Underlying volumes

in Q4 were +7%cc

as we continue to see the benefits of

streamlined customer journeys and improved product and player experience.

In Online, NGR

was +15%cc

YoY with both sports NGR

+7%cc

and gaming NGR

+18%cc

ahead. Online volumes

were +16%cc

ahead of

2024, with double-digit growth in all quarters, reflecting the increased player values driven by our improved customer experience.

In Retail, NGR

was -2%cc

YoY and in line cc

on a like-for-like (LFL)

basis. Sports NGR

was -1%cc

and gaming NGR

-3%cc

. Encouragingly,

year-on-year volumes

improved sequentially each quarter and, in Q4, reached +2%cc

Gross profit of £1,489.0m was £93.2m ahead of 2024 with a margin of 68.1%, slightly ahead of 2024. Marketing spend was £11.7m higher than

2024, resulting in contribution

of £1,250.9m, +£81.5m ahead of 2024.

Operating costs were 2% lower than 2024, reflecting continued cost control savings and normal shop closures in Retail. Resulting Underlying

EBITDA

of £531.9m was £94.6m higher than 2024. After charging underlying depreciation and amortisation

, 1% lower than the prior year, and

share-based payments, underlying operating profit

was £386.3m.

As a result of the recently announced tax changes in the UK online business, an impairment charge of £487.7m has been recognised. Additionally,

continued challenges remain against our Retail estate in ROI resulting in impairments being recorded of £18.3m.

After separately disclosed items, including the impairments, of £510.0m (2024: £3.8m), the operating loss was £123.7m (2024: profit of £281.8m).

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Chief Financial Officer’s

Review

Entain plc Annual Report 2025 83

International

International Total International Online International Retail

2025

2024 Change

2025

2024 Change

2025

2024 Change

Year ended 31 December

£m £m % £m £m % £m £m %

Sports wagers

12,377.2 12,382.3 0% 10,833.8 10,791.0 0% 1,543.4 1,591.3 (3%)

Sports margin

14.3% 14.5% (0.2) 13.6% 14.1% (0.5pp) 18.7% 17.6% 1.1pp

Sports NGR

1,462.0 1,507.9 (3%) 1,173.0 1,227.1 (4%) 289.0 280.8 3%

Gaming NGR

1,038.1 1,003.8 3% 1,024.5 988.8 4% 13.6 15.0 (9%)

Other NGR

143.2 128.7 11% 127.5 114.9 11% 15.7 13.8 14%

Total NGR

2,643.3 2,640.4 0% 2,325.0 2,330.8 0% 318.3 309.6 3%

EU VAT/GST

(60.9) (68.4) 11% (55.6) (63.0) 12% (5.3) (5.4) 2%

Revenue

2,582.4 2,572.0 0% 2,269.4 2,267.8 0% 313.0 304.2 3%

Gross profit

1,406.8 1,443.4 (3%) 1,282.0 1,321.5 (3%) 124.8 121.9 2%

Contribution

1,044.0 1,062.0 (2%) 928.0 950.9 (2%) 116.0 111.1 4%

Contribution

margin

39.5% 40.2% (0.7pp) 39.9% 40.8% (0.9pp) 36.4% 35.9% 0.5pp

Operating costs

(479.2) (468.0) (2%) (411.3) (397.2) (4%) (67.9) (70.8) 4%

Underlying EBITDA⁴

564.8 594.0 (5%) 516.7 553.7 (7%) 48.1 40.3 19%

Share-based payments

(2.0) (3.9) 49% (2.0) (3.9) 49% – – –%

Underlying depreciation and

amortisation

(186.8) (180.0) (4%) (149.5) (143.4) (4%) (37.3) (36.6) (2%)

Share of JV (loss)/income

(1.1) (3.1) 65% (1.1) (3.1) 65% – – –%

Underlying operating profit

374.9 407.0 (8%) 364.1 403.3 (10%) 10.8 3.7 192%

Results

International NGR

for 2025 was in line with 2024, and +2%cc

on a constant currency basis, with strong underlying performances in New Zealand,

Georgia, Spain and Canada in particular. Sports NGR

was in line cc

, year-on-year, and gaming NGR

, +4%cc

. International Online NGR

was flat

versus 2024, and +2%cc

ahead on a constant currency basis. Normalising for the impact of the lower sports margin in 2025, underlying volumes

were +4%cc

ahead of the prior year. Retail NGR

grew +3%, +3%cc

Having grown by +21%cc

in H1, Brazil NGR

was down by -18%cc

in the second half, leaving the full year at -1%cc

. Brazil was particularly

impacted by customer friendly results in H2, with sports margin -3.3pp lower than last year, however, pleasingly, volumes

in the full year were

+13%cc

, ahead of 2024, in this extremely competitive and newly regulated market, and lapping a tough prior year comparator. We remain

confident that Sportingbet is well placed for growth in this highly competitive market.

Online NGR

in Australia was -6%cc

behind 2024. Like many of our markets, sporting results were unfavourable during H2, with sports margin

-1.0pp vs 2024, and NGR

-5%cc

. However, our newly reinvigorated local management team are now seeing positive trends in underlying

volumes

, up +3%cc

in H2. 2026 has started well for our Australian brands Ladbrokes and Neds, and we look forward to further improved

performance in the year ahead.

Italy NGR

was +6%cc

ahead of 2024, Online NGR

+5%cc

and Retail NGR

+7%cc

. We have broadly maintained market share, enjoying the

brand recognition provided by our omnichannel offering.

NGR

growth in New Zealand accelerated from +12%cc

in H1 to +17%cc

in H2, partly due to the introduction of legislation which restricts offshore

unlicensed operators from offering racing and sports betting to New Zealand customers. Online NGR

was up +19%cc

, and retail NGR

was

up1%cc

Baltics and Nordics NGR

was +10cc

YoY with inflationary pressures in the region starting to ease and our content leadership strategy landing well.

Impacted by known regulatory headwinds, NGR

in Belgium was -8%cc

(-7%cc

in online and -9%cc

in retail), whilst NGR

in the Netherlands was

down -25%cc

on 2024. In Germany, NGR

was -12%cc

with underlying volumes

improving throughout the year to -3%cc

in Q4. Georgia NGR

was +14%cc

ahead of 2024, sports NGR

up +9%cc

and gaming NGR

up +15%cc

, with Crystalbet maintaining its market leading position.

Having absorbed £54m of incremental Brazilian taxes following regulation on 1 January 2025, gross profit for our International segment was -3%

behind 2024. This was partially offset by lower marketing, £18.6m favourable year-on-year, leaving contribution

margin down -0.7pp, and

contribution

-2% lower at £1,044.0m.

Operating costs were 2% higher year-on-year, with inflation offset by cost efficiencies. Resulting Underlying EBITDA

of £564.8m was £29.2m

behind 2024, and after deducting underlying depreciation and amortisation

and share-based payments, underlying operating profit

was

£374.9m, £32.1m behind 2024. The £6.8m increase in underlying depreciation and amortisation

relates to investment in product.

As a result of the ongoing rationalisation of the Belgium retail estate, which consequentially impacted the online business, an impairment of

£76.9m has been recognised. Additionally, our Full House Group business, a supplier of in-venue entertainment services in Australia, has been

impaired by £3.9m, in line with the recoverable amount of the business following sale negotiations.

After separately disclosed items of £250.3m (2024: £524.0m), the operating profit was £124.6m (2024: loss of £117.0m).

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Chief Financial Officer’s

Review

84 Entain plc Annual Report 2025

CEE (Croatia and Poland)

CEE Total CEE Online CEE Retail

2025

2024 Change

2025

2024 Change

2025

2024 Change

Year ended 31 December

£m £m % £m £m % £m £m %

Sports wagers

1,593.1 1,582.7 1% 1,340.7 1,325.4 1% 252.4 257.3 (2%)

Sports margin

23.7% 22.8% 0.9pp 23.1% 22.1% 1.0pp 26.7% 26.4% 0.3pp

Sports NGR

343.3 331.3 4% 276.5 264.4 5% 66.8 66.9 0%

Gaming NGR

146.6 126.5 16% 135.6 116.0 17% 11.0 10.5 5%

Other NGR

31.8 30.2 5% 25.3 24.5 3% 6.5 5.7 14%

Total NGR

521.7 488.0 7% 437.4 404.9 8% 84.3 83.1 1%

Revenue

521.7 488.0 7% 437.4 404.9 8% 84.3 83.1 1%

Gross profit

304.3 278.9 9% 251.1 226.7 11% 53.2 52.2 2%

Contribution

273.8 249.1 10% 222.9 199.5 12% 50.9 49.6 3%

Contribution

margin

52.5% 51.0% 1.5pp 51.0% 49.3% 1.7pp 60.4% 59.7% 0.7pp

Operating costs

(90.1) (78.2) (15%) (46.5) (38.3) (21%) (43.6) (39.9) (9%)

Underlying EBITDA⁴

183.7 170.9 7% 176.4 161.2 9% 7.3 9.7 (25%)

Underlying depreciation and

amortisation

(20.0) (18.0) (11%) (14.8) (10.3) (44%) (5.2) (7.7) 32%

Underlying operating profit

163.7 152.9 7% 161.6 150.9 7% 2.1 2.0 5%

Results

CEE NGR

for 2025 was +7% (+5%cc

) reflecting continued strong growth despite tough competitive markets, particularly in Poland.

NGR

in Croatia was +7%cc

ahead of 2024 with our SuperSport brand continuing to perform well and maintaining the leading position in the

market. Online NGR

was +9%cc

ahead with Retail NGR

-5%cc

as the business prepares for new regulation in Retail in 2026, restricting shop

locations.

NGR

in Poland was +3%cc

ahead of 2024 with Online NGR

+3%cc

and Retail NGR

+4%cc

. Despite the increasingly competitive landscape in

Poland, we have maintained market leadership and growth in the year.

Gross profit of £304.3m was +9% ahead of 2024. Gross profit margin of 58.3% was +1.1pp higher than 2024, reflecting the reclass of certain costs

to operating costs from cost of sales. Marketing spend of £30.5m was £0.7m higher than 2024, and contribution

of £273.8m was +10% ahead of

2024, at a margin

of 52.5%, a +1.5pp improvement over the prior year.

Operating costs were £11.9m higher than 2024 as a result of inflation and a reclass of certain costs previously included in cost of sales. Resulting

Underlying EBITDA

of £183.7m was £12.8m ahead of the prior year, up +7%. After charging underlying depreciation and amortisation

of £20.0m,

underlying operating profit

was £163.7m, +£10.8m ahead of 2024.

After separately disclosed items of £164.3m (2024: £243.9m), the operating loss was £0.6m (2024: loss of £91.0m).

Corporate

Results

2025

2024 Change

Year ended 31 December

£m

£m %

Underlying EBITDA⁴

(120.3) (113.4) (6%)

Share-based payments

(8.5) (3.5) (143%)

Underlying depreciation and amortisation

(2.1) (0.9) (133%)

Share of JV income/(loss)

67.2 (111.1) 160%

Underlying operating profit

(63.7) (228.9) 72%

Results

Corporate underlying costs

of £120.3m were £6.9m higher than the prior year, reflecting our continued investments in governance and our strong

commitment to regulatory compliance.

BetMGM moved into sustainable profit in 2025, and that is reflected by a £175.4m increase in our share of the US JV to £66.0m. After share-based

payments and underlying depreciation and amortisation

Corporate underlying operating loss

was £63.7m, a decrease of £165.2m vs. the prior

year. After separately disclosed items of £130.6m (2024: £95.0m), the operating loss of £194.3m (2024: £323.9m) was £129.6m lower than in 2024.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Chief Financial Officer’s

Review

Entain plc Annual Report 2025 85

Financial Results and the use of non-GAAP measures

The Group’s statutory financial information is prepared in accordance with International Financial Reporting Standards (“IFRS”) and IFRS

Interpretations Committee (IFRS IC) pronouncements as adopted for use in the European Union. In addition to the statutory information provided,

management have also provided additional information in the form of NGR

, Contribution

and Underlying EBITDA

as these metrics are industry

standard KPIs which help facilitate the understanding of the Group’s performance in comparison to its peers. A full reconciliation of these non-GAAP

measures is provided within the Income Statement and supporting memo.

In addition, also to support the understanding of the Group’s performance in comparison to its peers, information on NGR

and Underlying EBITDA

performance including the Group’s 50% share

of our US joint venture BetMGM and adjusted cashflow has been provided. A reconciliation of these

non-GAAP measures is provided below:

Total Group (inc US)

2025 2024 Change cc

Year ended 31 December

£m £m % %

Reported NGR

5,325.4 5,161.9 3% 4%

50% share of BetMGM NGR

1,065.2 820.1 30% 33%

Group plus 50% share of BetMGM NGR

1,2

6,390.6 5,982.0 7% 8%

Underlying EBITDA

1,160.1 1,088.8 7% 8%

50% share of BetMGM EBITDA

83.5 (94.4) 188% 188%

Group plus 50% share of BetMGM Underlying EBITDA

2,4

1,243.6 994.4 25% 28%

Adjusted cash flow

2025

Year ended 31 December

£m

Net cash generated from operating activities less net cash used in investing activities

318.3

Payment of lease liabilities

(76.8)

TAB NZ ongoing revenue share

(58.8)

Dividends paid to non-controlling interests

(48.9)

Net movement in working capital balances

48.0

Other

(31.1)

Adjusted cash

150.7

Notes

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Chief Financial Officer’s

Review

86 Entain plc Annual Report 2025

1 Net Gaming Revenue (“NGR”) is defined as Net Revenue before charging for VAT and Sales Taxes. A full reconciliation of this non-GAAP measure is provided within the Income Statement

2 Non-GAAP measures including the Group’s 50% share of BetMGM NGR and underlying EBITDA are shown to facilitate the understanding of the Group’s performance in comparison

to its peers. A reconciliation of these non-GAAP measures is shown in Financial Results and the use of non-GAAP measures

3 Growth on a constant currency basis is calculated by translating both current and prior year performance at the 2025 exchange rates

4 Underlying EBITDA is earnings before interest, tax, depreciation and amortisation, share-based payments and share of JV income and separately disclosed items

5 Previous guidance of FY25 Underlying EBITDA in the range of £1,100m to £1,150m provided in 2025 Interim Results (12 August 2025)

6 BetMGM Adjusted Underlying EBITDA is defined as Underlying EBITDA before parent fees. Parent fees are the operating expense to BetMGM for the provision of certain licenses

and services by the parent entities, MGM and Entain, and their affiliates

7 Cash flow before working capital, equity dividends, acquisitions and associated financing

As at 4 March 2026, Company compiled consensus FY26 Online NGR growth of 6% on a constant currency basis, and Group EBITDA of £1126m (excluding BetMGM parent fees)

based on 12 analyst estimates

As at 26 November 2025, Entain guided to expectation of mitigating approximately 25% of annualised incremental impact of increased UK Gambling taxes (Remote Gaming Duty

and General Betting Duty) from implementation

10 Contribution represents gross profit less marketing costs and is a key performance metric used by the Group

11 2025 results are audited and relate to continuing operations

12 Volume growth adjusts NGR to remove the impact of sports margin fluctuations (assuming the same sports margin in both years)

13 Like-for-like growth performance excludes the impact of store closures

14 Stated pre separately disclosed items

15 Other includes adjustments for working capital movements relating to separately disclosed items and the net effects of Italy tax credits

Statutory Performance Review

Results

2025 2024 Change

Year ended 31 December

£m £m % %

NGR

5,325.4 5,161.9 3% 4%

Revenue

5,259.4 5,089.2 3% 4%

Gross profit

3,200.1 3,118.1 3%

Contribution

2,568.7 2,480.5 4%

Underlying EBITDA

1,160.1 1,088.8 7%

Share-based payments

(12.1) (13.3) 9%

Underlying depreciation and amortisation

(352.9) (344.7) (2%)

Share of results from joint ventures and associates

66.1 (114.2) 158%

Underlying operating profit

861.2 616.6 40%

Separately disclosed items:

Amortisation of acquired intangibles (258.1) (286.8)

Impairment loss (586.8) (476.4)

Other (excluding finance costs) (210.3) (103.5)

Group operating loss

(194.0) (250.1)

Net finance costs

(260.5) (273.3)

Net foreign exchange/financial instruments

(102.3) 166.0

Loss before tax

(556.8) (357.4)

Tax

(123.7) (103.6)

Loss after tax

(680.5) (461.0)

NGR and Revenue

Group NGR

and revenue were +3% ahead of last year and +4% ahead on a constant currency basis

, with Online NGR

+5% and Retail NGR

-1%

YoY. Further details are provided in the Financial Performance Review section.

Operating (loss)/profit

After charging separately disclosed items, Group operating loss for the year was £194.0m, £56.1m lower than in 2024.

The Group reported underlying operating profit

of £861.2m, 40% higher than 2024 (2024: £616.6m) largely due to increased joint venture profits

and increased revenue. Underlying EBITDA

was 7% ahead, reflecting the benefits of Project Romer. Depreciation and amortisation was 2% higher

than 2024 driven by continued investment in product and technology. The Group’s share of BetMGM profits in the year was £66.0m, £175.4m higher

than 2024 reflecting BetMGM’s inflection into profitability as strategic initiatives helped drive strong underlying growth in both iGaming and Online

Sports. Analysis of the Group’s performance for the year is detailed in the Financial Performance Review section.

Financing costs/(income)

Net finance costs recorded by the Group for 2025 were £260.5m (2024: £273.3m).

Net underlying finance costs

of £251.7m excluding separately disclosed items of £8.8m (2024: £9.1m) were £12.5m lower than 2024 primarily

driven by a reduction in interest rates, partly offset by annualisation of increased Group debt raised in 2024.

Net losses on financial instruments of £102.3m (2024: £166.0m net gains) were primarily driven by losses on settlement currency swaps, partly

offset by a gain on re-translation of underlying debt items. This loss is offset by a foreign exchange gain on the translation of assets in overseas

subsidiaries which is recognised in reserves and forms part of the Group’s commercial hedging strategy.

Separately disclosed items

Items separately disclosed before tax for the year amount to £1,064.0m (2024: £875.8m) driven by £258.1m of amortisation on acquired intangibles

(2024: £286.8m), restructuring program costs, including Project Romer, of £49.4m (2024: £49.6m) and provision for AUSTRAC of £53.7m (2024:

£nil).

The Group has also recorded an impairment charge of £586.8m during the current year (2024: £476.4m) with impairment recognised against the

Group’s businesses in the UK of £487.7m, Belgium of £76.9m, and Republic of Ireland retail portfolio of £18.3m. Further details are provided in Note

14. There has also been an impairment of £3.9m relating to the recoverable value of the FHG business assets in Australia determined as part of the

sale process.

In addition, £62.9m has been recorded on movements in fair value of contingent consideration (2024: £43.3m), relating to discount unwind and

revaluation of contingent consideration and put option values primarily relating to TAB NZ and SuperSport acquisitions.

In the year the Group also recorded legal and onerous contract costs of £41.3m (2024: £10.6m) including player claim settlements (see Note 31 for

details), and costs relating to a settlement of historic tax positions.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Chief Financial Officer’s

Review

Entain plc Annual Report 2025 87

Additionally costs include a £3.0m loss of disposal of property, plant and equipment no longer used by the Group (2024: £nil), and £8.8m non-cash

finance costs largely relating to the refinancing of the RCF and term loans (2024: £9.1m).

2025 2024

Year ended 31 December

£m £m

Impairment loss

586.8 476.4

Amortisation of acquired intangibles

258.1 286.8

Restructuring costs

49.4 49.6

Movement in fair value of contingent consideration and put option

62.9 43.3

Finance costs

8.8 9.1

Provision for civil penalty

53.7 -

Legal and onerous contract provisions

41.3 10.6

Loss on disposal of property, plant and equipment

3.0 -

Total

1,064.0 875.8

(Loss)/profit before tax

The Group’s loss before tax of £556.8m has increased by £199.4m from 2024 primarily as a result of the increase of one-off costs included in

separately disclosed items and an adverse swing on foreign exchange gains/losses.

Group profit before separately disclosed items and tax

was £507.2m (2024: £518.4m), a decrease compared to the prior year of £11.2m with

growth in underlying operating profit

offset by net losses on financial instruments discussed above.

Taxation

The tax charge for the year was £123.7m (2024: £103.6m), reflecting an underlying effective tax rate pre-share of BetMGM results and foreign

exchange gains/(losses) on external debt of 29.4% (2024: 25.1%), after a tax credit on separately disclosed items of £27.9m (2024: £35.3m). The

increase year-on-year of £20.1m is the result of geographical changes in profit mix, notably including increases due to the onshoring of the Brazil

business from 1 January 2025, continued increases in domestic tax rates, and increases in excess interest costs for which no tax credit is available.

Cash flow

2025

Tax impact

2024

Tax impact

Year ended 31 December

£m £m

Cash generated from operations

904.4 976.2

Income taxes paid

(112.7) (142.0)

Net finance expense paid

(237.5) (254.9)

Net cash generated from operating activities

554.2 579.3

Cash flows from investing activities:

Dividends received from joint ventures 102.2 -

Dividends received from associates 0.4 1.4

Net capital expenditure (338.4) (298.1)

Investment in joint ventures - (19.8)

Purchase of associate and other investments (0.1) -

Net cash used in investing activities

(235.9) (316.5)

Cash flows from financing activities:

Net proceeds from borrowings 591.9 591.7

Repayment of borrowings (459.4) (315.9)

Net settlement of financial instruments and other financial liabilities (260.2) (138.8)

Payment of lease liabilities (76.8) (68.0)

Dividends paid to shareholders (122.1) (116.3)

Dividends paid to non-controlling interests (48.9) (12.5)

Disposal of investment - 5.2

Payments to non-controlling interests - (4.1)

Net cash used in financing activities

(375.5) (58.7)

Effect of changes in foreign exchange rates

22.4 (15.8)

Net (decrease)/increase in cash

(34.8) 188.3

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Chief Financial Officer’s

Review

88 Entain plc Annual Report 2025

During the year, the Group had a net cash outflow of £34.8m (2024: inflow of £188.3m).

Net cash generated by operations was £904.4m (2024: £976.2m) including £1,160.1m of Underlying EBITDA

(2024: £1,088.8m) offset by a

working capital outflow of £48.4m (2024: £9.1m outflow), and separately disclosed items that are reported in operating activities of £207.3m (2024:

£103.5m) excluding items charged to depreciation, amortisation, impairment and loss on disposal of property, plant and equipment. Included within

working capital is a £25.2m outflow for balances held with payment service providers, deposits and customer funds, which are net debt neutral

(2024: £67.0m outflow).

During the year, £112.7m was paid out in relation to corporate taxes (2024: £142.0m), with the year-on-year reduction largely relating to timing

differences. A further £237.5m was paid out in interest (2024: £254.9m), with refinancing activity driving the benefit compared to the prior year.

Net cash used in investing activities for the year was £235.9m (2024: £316.5m) and includes net investment in capital expenditure of £338.4m

(2024: £298.1m). These outflows were partially offset by dividends received from joint ventures of £102.2m (2024: £nil) and associates of £0.4m

(2024: £1.4m). In the prior year an additional £19.8m was invested in BetMGM.

Net cash used in financing activities for the year was £375.5m (2024: £58.7m). £591.9m was raised through new financing facilities (2024:

£591.7m) which were used, in part, to repay £459.4m of debt (2024: £315.9m). £260.2m was paid on settlement of other financial instruments and

liabilities (2024: £138.8m), primarily relating to swap settlements and contingent consideration on previous acquisitions including New Zealand.

Lease payments of £76.8m (2024: £68.0m) including those on non-operational shops, were made in the year.

During the year, the Group paid £122.1m in equity dividends (2024: £116.3m) and £48.9m in dividends to the non-controlling interest in Entain CEE

(2024: £12.5m). In the prior year there was also £5.2m received on disposal of an investment offset by £4.1m paid to non-controlling interests.

Net debt

Par value

Issue costs/

Premium Total

Year ended 31 December

£m £m £m

Term loans

(3,721.5) 51.3 (3,670.2)

Interest accrual

(2.3) - (2.3)

(3,723.8) 51.3 (3,672.5)

Cash

554.1

Accounting net debt

(3,118.4)

Cash held on behalf of customers

(197.0)

Fair value of swaps held against debt instruments

(141.8)

Other debt related items

132.7

Lease liabilities

(319.7)

Adjusted net debt

(3,644.2)

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

As at 31December 2025, adjusted net debt

was £3,644.2m and represented an adjusted net debt

to Underlying EBITDA

ratio of 3.1x. The Group

had drawn down £160.0m on the revolving credit facility at 31December 2025 (2024: £nil).

Refinancing

On 18 March 2025, the Group refinanced its revolving credit facility, extending its latest maturity from July 2026 to March 2030. The facility was also

increased and now has total commitments (including letters of credit) of £645m. The facility is subject to a springing maturity, to three months prior to

the earliest term loan maturity, if at least a 25% stub of the shortest-dated term loan remains outstanding. At 31 December 2025, the facility’s effective

maturity date was 30 March 2028.

On 31 July 2025, the Group announced the refinancing of its existing $1,100m and $2,218m term loans. The existing $1,100m term loan margin

reduced by 35bps to 225bps, which was allocated at an original issue discount (“OID”) of 99.875 and the maturity date has been extended from

29March 2027 to 31 July 2032. The existing $2,218m term loan margin reduced by 50bps to 225bps, which was allocated at par and the maturity

date remains 31 October 2029.

On 7 August 2025, the Group signed a 2 year £500m bridge facility solely for the purposes of acquiring some or all of the Entain CEE minority

investment should the need arise. The facility is available to draw for 12 months from signing, extendable by 3 months. If drawn, it has a 9 month term.

On 13November 2025, the Group announced the pricing of €500m senior secured notes due 30 November 2031at a fixed coupon of 4.875%, which

were issued on 24 November 2025, and used to immediately repay €500m of the Group’s existing €1,265m Term Loan B facility due 30 June 2028.

Going Concern

In adopting the going concern basis of preparation in the financial statements, the Directors have undertaken a robust assessment of the Group’s

ability to continue in operational existence for a period of at least 12 months from the date of approval of these financial statements (the “going

concern assessment period”).

The assessment has considered the Group’s current trading performance, financial position and principal risks and uncertainties. For the year ended

31December 2025, the Group reported a statutory loss after tax of £681m. This loss primarily reflects non-cash impairment charges, fair value

movements and amortisation of acquired intangibles, and does not impact the Group’s underlying cash generation. The Directors have considered

the nature of this loss as part of their going concern assessment.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Chief Financial Officer’s

Review

Entain plc Annual Report 2025 89

As at 31December 2025, the Group had gross borrowings of £3,673m and adjusted net debt of £3,644m. The Group’s debt facilities comprise term

loans, senior secured notes and a revolving credit facility, with maturities extending to 2032. During the going concern assessment period, no

material debt maturities arise. The Group had available liquidity of £964m at 31December 2025, comprising cash and cash equivalents of £554m

(which includes £204m restricted in respect of customers) and undrawn committed facilities of £410m.

The Directors have reviewed detailed financial projections covering the going concern assessment period, based on the Board-approved budget for

2026 and the three-year strategic plan. These forecasts incorporate assumptions regarding revenue, operating margins, working capital and capital

expenditure, taking account of current trading performance.

As part of their assessment, the Directors have considered severe but plausible downside scenarios, consistent with those described in the Viability

Statement. These scenarios include, impact to our technology platform, exposure to litigations, further gaming duties and licensing conditions and

severe data privacy or cybersecurity incidents. Under these downside scenarios, appropriate mitigating actions within management’s control have

been modelled, including reductions in discretionary expenditure and capital investment.

The Directors have also assessed compliance with the financial covenants associated with the Group’s borrowing facilities throughout the going

concern assessment period. Under both the base case and severe but plausible downside scenarios, the Group maintains adequate liquidity and

covenant headroom.

Having considered the Group’s forecast cash flows, available liquidity, debt maturity profile and covenant compliance, the Directors have a

reasonable expectation that the Group and the Company will have adequate resources to continue in operational existence for the going concern

assessment period. Accordingly, the Directors consider it appropriate to adopt the going concern basis of preparation in the financial statements. The

Directors do not consider that there are any material uncertainties related to events or conditions that may cast significant doubt on the Group’s or

the Company’s ability to continue as a going concern.

1 2025 and 2024 statutory results are audited, with the tables presented relating to continuing operations and including both statutory and non-statutory measures.

2 Net Gaming Revenue (“NGR”) is defined as Net Revenue before charging for VAT and Sales Taxes. A full reconciliation of this non-GAAP measure is provided within the

IncomeStatement

3 Growth on a constant currency basis is calculated by translating both current and prior year performance at the 2025 exchange rates

4 Contribution represents gross profit less marketing costs and is a key performance metric used by the Group.

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

6 Stated pre separately disclosed items.

7 Adjusted net debt excludes the DPA settlement. Leverage also excludes any benefit from future BetMGM EBITDA or the payments due to acquire the non-controlling interests in

EntainCEE.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Chief Financial Officer’s

Review

90 Entain plc Annual Report 2025

The Directors are responsible for preparing the Annual Report and the Group and parent Company financial statements in accordance with

applicable law and regulations.

Company law requires the Directors to prepare Group and parent Company financial statements for each financial year. Under that law they have

elected to prepare the Group financial statements in accordance with international accounting standards as it applies to the European Union and the

requirements of the Isle of Man Companies Act 2006 and have elected to prepare the parent Company financial statements in accordance with FRS

101 Reduced Disclosure Framework.

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 parent Company and of the Group’s profit or loss for that period. In preparing each of the Group and parent Company

financial statements, the Directors are required to:

4 select suitable accounting policies and then apply them consistently;

4 make judgements and estimates that are reasonable, relevant, reliable and prudent;

4 for the Group financial statements, state whether they have been prepared in accordance with UK-adopted international accounting standards;

4 for the parent Company financial statements, state whether applicable UK accounting standards have been followed, subject to any material

departures disclosed and explained in the financial statements;

4 assess the Group and parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

4 use the going concern basis of accounting unless they either intend to liquidate the Group or the parent Company or to cease operations, or have

no realistic alternative but to do so.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent Company’s transactions

and disclose with reasonable accuracy at any time the financial position of the parent Company and enable them to ensure that its financial

statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the

preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking

such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website.

Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

In accordance with Disclosure Guidance and Transparency Rule (“DTR”) 4.1.16R, the financial statements will form part of the annual financial report

prepared under DTR 4.1.17R and 4.1.18R. The auditor’s report on these financial statements provides no assurance over whether the annual

financial report has been prepared in accordance with those requirements.

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

We confirm that to the best of our knowledge: the financial statements, prepared in accordance with the applicable set of accounting standards,

givea true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the

consolidation taken as a whole; and the Strategic Report includes a fair review of the development and performance of the business and the position

of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties

that they face.

We consider the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for

shareholders to assess the Group’s position and performance, business model and strategy.

Rob Wood

Chief Financial Officer & Deputy Chief Executive Officer

05March 2026

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Statement of Directors’ responsibilities in respect

oftheAnnual Report and the Financial statements

Entain plc Annual Report 2025 91

Our Approach to Enterprise

Risk Management (ERM)

Enterprise risk management is an important

enabler for our business, supporting the

achievement of our strategic objectives. The

activities we undertook in 2025 focused on

maturing and enhancing our programme,

ensuring our attention remains focused on

proactively identifying and managing our most

significant risks.

In keeping with previous years, the Board has

established and reviewed procedures to

manage risk, oversee internal control systems,

and determine the nature and extent of the

most significant risks the Company faces in the

pursuit of its strategic objectives. In particular,

the Board:

4 determines its willingness to assume risk

and the extent and categories of risk which

it regards as acceptable for the Company

tobear;

4 has established a clear organisational risk

governance and reporting structure with

well-defined accountabilities for the

management of risk within the Group;

4 delegates responsibility to relevant Board

sub-committees for specific oversight and

management of the principal risks that

theGroup faces in the short, medium and

long-term;

4 directs that the Group Audit & Risk

Committee reviews the effectiveness of the

risk management and internal controls

frameworks and related processes on an

annual basis; and

4 reviews and approves the Group’s strategy

on an annual basis.

Management is responsible for the effective

operation of the Group’s ERM programme and

internal controls framework. The key elements

of the framework which support the discharge

of this responsibility comprise:

4 regular meetings of management’s Group

Risk Committee. This comprises a key forum

at which focused reviews of principal,

significant or emerging risks (and their

related controls and mitigations) are

undertaken and appropriate action taken;

4 detailed workshops undertaken by the

Group’s ERM team with stakeholders and

teams across our business;

4 tailored training for, and engagement with,

first line teams to drive continued

awareness and adoption of the Group’s

approach to ERM; and

4 providing first line teams with the tools and

framework required to escalate risk issues,

enhancing awareness and transparency for

those in risk oversight roles.

2025 key updates

We continue to mature our approach to ERM,

looking to align with best practice where

appropriate and innovate where needed. In

early 2025, we conducted a thorough review of

our approach to ERM. In line with our

expectations, several opportunities to enhance

our approach were identified. We set out below

a summary of the key activities undertaken in

2025 in furtherance of the recommendations of

that review.

ERM methodology

To align with best practice, we have updated

the core ERM methodology we use to identify,

assess and manage risk, supporting a

consistent and robust approach to our

enterprise risk management process. This

updated methodology, coupled with our

revised taxonomy, enables greater specificity

when identifying and articulating those key

risks which really matter to our business, more

precision when assessing and prioritising those

risks, identification of controls and mitigations

which support the management of our key

risks, and more impactful risk reporting.

Group risk profile

We applied our updated ERM methodology to

refresh Entain’s group risk profile, sharpening

the executive team’s articulation of the most

significant risks to the achievement of our

strategy. Each member of Entain’s Executive

Committee was engaged in this rigorous risk

review process, as well as many other

members of the wider Entain Leadership Team.

With that exercise now completed, our focus in

2026 will be to embed deeper and more

structured consideration of these key risks to

inform management action.

Risk appetite

We have also taken a structured approach to

refreshing the Board’s definition of its appetite

for risk. For the purposes of articulating risk

appetite, detailed workshops with our

executive and wider Entain Leadership Team

informed the identification of twelve distinct risk

areas. Informed by this work, our focus in 2026

will be to work with the Board to codify any

potential amendments to the Board’s appetite

for risk and to take steps to ensure our

organisation is managed within that appetite.

Provision 29

Work was conducted throughout 2025 to

prepare for compliance with the new

requirements of Provision 29 of the UK

Corporate Governance Code (Provision 29) that

the Board attest, on an annual basis, to the

effectiveness of Entain’s material controls.

Arobust risk-based methodology was applied

to identify Entain’s material controls, informed

by existing risk and control frameworks, the

outputs of principal risk deep dive activities,

internal stakeholder insights and

externaladvice.

Technology

To support the capture, analysis and

monitoring of our risk information and insights,

we have also commissioned a new technology

tool to support our ERM programme. It is

intended that this will, in time, be deployed

across the Group, driving more real time and

insightful risk information to ensure our

organisation is managed in line with the

Board’s updated appetite for risk.

The specific platform we have selected is

intended to be used by a variety of other risk

management, assurance and audit teams

across our business, which we expect will

support better integration and effectiveness

ofour governance, risk and compliance efforts

across the Group.

Focus for 2026

Significant progress was made during 2025 to

enhance Entain’s approach to ERM. We want

to build on those enhancements as we

progress through 2026, with a focus on the

following initiatives:

4 work will continue to embed our new

methodology across the Group, with, in

particular, focused efforts to partner with

our key international markets;

4 we intend to work closely with other second

line teams in critical business areas to

support the adoption of best practice risk

management principles and methodology;

4 work will continue to embed the Board’s

appetite for risk across our organisation,

with the development of updated

supporting metrics and key risk indicators

toenable greater predictive risk monitoring;

and

4 we are focused on leading the Group’s

efforts to comply with Provision 29.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Enterprise risk management

92 Entain plc Annual Report 2025

Principal risks

We consider principal risks to be those risks, or

a combination of risks that, were they to occur,

and not be effectively controlled, could cause

material disruption to our business, threatening

future performance, solvency, liquidity, or our

ability to deliver against our strategy.

Throughout 2025, the Board and its relevant

sub-committees undertook robust

assessments of the Group’s principal risks.

Aspart of these reviews, consideration was

also given to:

4 how our previously reported principal risks

may have evolved, both in terms of the

nature of the risks, as well as our

management of them;

4 the identification of new principal risks; and

4 emerging risks.

We have identified on the following pages the

risks that we regard as the most material to our

business and performance at this time. This is

not an exhaustive and extensive analysis of all

risks which may affect the Group. Additional

risks and uncertainties currently deemed to be

less material or not presently known may also

have an effect on the performance and

strategic objectives of the Group.

The principal risk areas identified, including the

preventative measures we have in place to

reduce the risk of such events crystallising,

remain broadly consistent with those identified

in our Annual Report and Accounts for the

financial year ended 31 December 2024, with

the notable difference that this year we report

upon two additional principal risks to our

business as follows:

1. “Maintaining Competitive Products” – we

have included this as a principal risk this

year to recognise that the competitiveness

of our product offering continues to be

fundamental to our business success.

2. “Growth of Illegal Operators” – this new

principal risk has been included to capture

the increasing threat to Entain posed by

the growth of illegal operator activities,

often fuelled by increasing licensing,

compliance and tax burden on the

regulated sports betting and

gamingsector.

Principal Risk Title

Executive Committee owner

Impact (Gross)

Link to 2025 strategicobjectives

Risk Trend

Technology Platform Resilience Chief Product and Technology

Officer

Very High 4Organic Growth

4 Margin Expansion

4 Cash Generation

Data Privacy and Cybersecurity Chief Product and Technology

Officer; Group General Counsel

Very High 4Organic Growth

4 Margin Expansion

Taxes Chief Financial Officer Very High 4Organic Growth

4 Margin Expansion

4 Cash Generation

Maintaining Competitive Products Chief Product and Technology

Officer

Very High 4Organic Growth

4 Margin Expansion

4 Cash Generation

Laws, Regulations, and

Compliance

Group General Counsel Very High 4Organic Growth

4 Cash Generation

Attracting and Retaining

KeyTalent

Chief People Officer Very High 4 Organic Growth

4 Margin Expansion

4 Cash Generation

Price and Service of Delivery from

Third-Party Suppliers

Chief Operating Officer Very High 4Organic Growth

4 Margin Expansion

4 Cash Generation

Trading Liability and Pricing

Management

Chief Product and Technology

Officer

High 4 Organic Growth

4 Margin Expansion

4 Cash Generation

Growth of Illegal Operators Group General Counsel High 4 Organic Growth

4 Margin Expansion

Safer Betting and Gaming Group General Counsel Medium 4 Organic Growth

4 Margin expansion

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Enterprise risk management

Entain plc Annual Report 2025 93

Technology Platform

Resilience

Why this matters to us

The Group’s operations are highly dependent on information systems and related technology, all of

which ultimately serve to underpin our products and extensive customer offering. We operate a

complex technology landscape, managing multiple platforms and technologies of varying age,

scale and maturity, and using third parties that must maintain a resilient, scalable, and secure

service to support an agile and growing business. If we fail to maintain the resilience of our

technology platforms, this could have a material impact on customer-facing products, the

competitiveness of those products, and our customer experience, resulting in adverse impacts on

our brands, revenue, market share and reputation.

How we respond

We proactively monitor and evolve our infrastructure to improve continuously, focusing on platform

modernisation and improving platform resilience. Technology solutions are architected and

implemented from the outset with resilience and redundancy principles appropriate to their

business criticality, ensuring failover capability, avoidance of single points of failure, and disaster

recovery capability.

We maintain continuous operational monitoring to identify and respond to issues appearing in both

our customer-facing technology platform as well as within the infrastructure required to support our

internal operations. Hypercare is employed to support and ensure the performance and operation

of the platforms during key events throughout the year.

A dedicated Technology team with detailed knowledge of the Entain platform designs and

operates the infrastructure that supports the Entain customer offering. Our organisational design is

set up in a way to support efficiency and to maintain our technical expertise.

The technology lifecycle management process governs the introduction, maintenance, upgrade,

and decommissioning of technology assets relating to the core platform and corporate services.

The Group reviews and assesses its infrastructure against best industry practices, implementing

improvements to efficiency, scalability and resilience, including continuous enhancements to

incident and disaster recovery processes.

Chief Product and Technology Officer

Link to Strategic Objectives:

4 Organic Growth

4 Margin Expansion

4 Cash Generation

Risk Impact: Very High

Risk Trend:

Risk Oversight: Audit & Risk Committee

Data Privacy and

Cybersecurity

Why this matters to us

Our customers trust us to be responsible custodians of their personal data and to provide a secure

gaming experience, which needs to be available whenever customers want to use our services.

Data, and the integrity of our systems and software, are subject to stringent data protection laws

and regulations around the world; a data or cybersecurity breach could impede our operations and

impact our ability to serve customers, undermining trust in our business and brands. A data or

cybersecurity breach could also expose us to regulatory action and litigation, significant financial

penalties and/or have a negative impact on our share price and reputation. Cybercrime is ever

growing and evolving, and attacks remain likely.

How we respond

The Group has dedicated Cybersecurity and Data Privacy functions entrusted with protecting the

security and confidentiality of our customers and the Company, whilst ensuring the availability of

services and regulatory compliance.

The experts in our Cybersecurity team constantly scan and adapt our defences to emerging cyber

threats. Alongside threat intelligence and response, we operate a certified ISO 27001:2022

Information Security Management System, and work continuously to evaluate and improve our

related controls and policies. Our qualified team performs and participates in audits and

assessments, facilitated by our integrated Governance, Risk and Compliance management

platform. This ensures we are vigilant to the evolution of cyber risk across our business, and are

able to assess, manage and report appropriately, to all levels of management including our Group

Risk Committee, Group Audit & Risk Committee, and Board.

Entain’s privacy strategy is an important part of our enterprise wide risk management framework,

significantly reducing the risk of data breaches and other privacy infringements. The programme’s

maturity is evident through robust policies and an experienced team which continuously monitors

and enhances privacy practices. The Data Privacy team ensures that personal data is handled

appropriately by proactively identifying potential vulnerabilities, advising the business on effective

mitigations, and through regular reporting to the Group Risk Committee, and Sustainability &

Compliance Committee.

Chief Product and Technology Officer;

GroupGeneral Counsel

Link to Strategic Objectives:

4 Organic Growth

4 Margin Expansion

Risk Impact: Very High

Risk Trend:

Risk Oversight: Sustainability & Compliance

Committee (Data Privacy), and Audit & Risk

Committee (Cybersecurity)

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Principal risks

94 Entain plc Annual Report 2025

Taxes

Why this matters to us

The level of complexity surrounding the taxation of betting and gaming continues to increase. The

Group is subject to a wide range of taxes, duties and levies relevant to all the countries where we

have operations or in which our customers are located. 2025 introduced significant tax increases in

the UK, Austria, France, Italy and Brazil. Other national governments may also regard our industry

as a target for further tax increases, including special or super taxation. The Group considers there

is a significant risk of further adverse changes in tax rates, laws, or administrative practice.

Furthermore, tax authorities may have a different interpretation to the Group in areas of tax law

that are ambiguous. These factors mean the levels of taxation to which the Group is exposed may

change in the future, and we may ultimately become liable for tax payments greater than the

amounts reflected in our filed tax returns.

How we respond

To mitigate the risk of upcoming potential tax changes, the Group monitors active discussions on

fiscal policy and, together, where appropriate, with industry bodies, proactively lobbies to ensure

legislatures understand the holistic impact arising from any proposed changes.

To mitigate historic tax exposure, the Group actively identifies, evaluates, manages, and monitors

its tax risks, including proposed changes to the law and/or fiscal authority practice and, through

engagement with fiscal authorities, seeks to increase the Group’s level of certainty where feasible.

The Group is committed to calculating and paying the correct amount of tax by the relevant

deadline. Our approach to tax is guided by four principles:

4 Accurate and timely compliance with tax law in all the countries in which we operate;

4 Engaging with tax authorities with honesty, integrity and respect, and engaging constructively in

debates regarding the development of tax legislation and policy;

4 Being transparent in the reporting of our tax affairs; and

4 Achieving sustainable returns for our shareholders.

The Group’s tax strategy is approved annually by the Board of Directors. Responsibility for the

execution of the Group’s tax strategy is delegated to the Chief Financial Officer who reports on the

Group’s tax position, and updates on potential exposures to the Audit & Risk Committee, and Board

on a regular basis.

The Group has an appropriately qualified and resourced tax team to manage its tax affairs. For any

significant tax risks, the Group evaluates whether additional procedures, controls or policy changes

are required to appropriately address them. Where there is significant uncertainty or complexity in

relation to a tax risk, the Group may use the services of external, expert tax advisors.

The Group does not enter into tax planning arrangements or structures that set out to achieve

results that are contrary to the intention of the relevant legislation or which seek to exploit

shortcomings within the relevant legislation.

Chief Financial Officer

Link to Strategic Objectives:

4 Organic Growth

4 Margin Expansion

4 Cash Generation

Risk Impact: Very High

Risk Trend:

Risk Oversight: Audit & Risk Committee

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Principal risks

Entain plc Annual Report 2025 95

Maintaining

Competitive Products

Why this matters to us

The preferences of our customers are constantly evolving and are often differentiated by market.

Developing and maintaining engaging and competitive products which are attractive, exciting and

which provide an engaging customer experience is therefore key to the success of our business. If

we fail to maintain a competitive product offering, existing customers may place less business with

the Group and the Group may fail to attract new customers, both consequences which would

impact our business performance and profitability.

How we respond

We continue to strengthen our internal product and technology capabilities, alongside targeted

partnerships with specialist third-party providers, to support a product-led operating model focused

on the most valuable opportunities for our customers and the Group. Ongoing investment in our

organisational structure and operating model enables faster decision-making, clearer ownership

and improved speed to market across our portfolio.

Our multi-platform capability provides a significant competitive advantage by allowing us to control

our own technology roadmap and prioritise delivery based on customer needs, regulatory change

and commercial opportunity. Ownership of our platforms reduces dependency on third parties,

increases resilience, and enables us to react more quickly to changing market conditions whilst

maintaining consistent product quality.

By controlling our own technology, this creates the opportunity to allocate investment dynamically,

accelerate innovation, and deliver product improvements at pace across both local and global

markets. This flexibility supports efficient market entry, ongoing product enhancement and a

consistent focus on customer experience.

Our technology ecosystem, which combines proprietary platforms with carefully selected third-

party solutions, generates rich and diverse data across products, markets and channels. This,

together with strong customer relationship management capabilities, enables commercial agility

and informed decision-making. Our global scale allows us to test, learn and iterate across markets,

applying insights from multiple jurisdictions to continuously improve product performance, customer

experience and operational best practice. This approach supports the rapid scaling of successful

products, tailored local execution, and the ability to respond quickly to regulatory and consumer

change, while continuing to deliver strong player protection and a seamless

omnichannelexperience.

We are increasingly embedding artificial intelligence and advanced analytics across our proprietary

platforms and product, technology and commercial processes to enhance our ability to anticipate

customer needs, optimise product performance and support faster, data-led decision making.

These capabilities enable us to identify patterns across customer behaviour, content performance,

and market dynamics, supporting more effective prioritisation of investment, accelerated testing

and iteration, and continuous improvement in product relevance and engagement across markets.

Chief Product and Technology Officer

Link to Strategic Objectives:

4 Organic Growth

4 Margin Expansion

4 Cash Generation

Impact: Very High

Risk Trend:

Risk Oversight: Audit & Risk Committee

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Principal risks

96 Entain plc Annual Report 2025

Laws, Regulations

andCompliance

Why this matters to us

It is important that the Group complies with all applicable laws and regulations in order to

maintainits licence to operate a sustainable and compliant business. If we breach legal or

regulatory requirements, licences, approvals or findings of suitability may be conditioned,

suspended or revoked.

The Group is subject to a wide range of complex laws and regulations in the jurisdictions in which it

is licensed or has business operations. These laws and regulations are frequently subject to change.

The regulatory landscape is also challenging due to uncertainty, volatility and, sometimes,

conflicting requirements. Thisinfluences our ability to determine exact requirements in each market

and makes it operationally challenging to keep pace with legislative or regulatory change.

The failure to obtain or retain a required licence or approval in any jurisdiction may decrease the

geographic areas where we are permitted to operate and generate revenue, which may put us at

adisadvantage relative to our competitors. Regulatory action may also result in authorities levying

fines or other penalties against us. An enforcement investigation for breach of applicable law or

regulation resulting in the loss of a licence in one jurisdiction could trigger the loss of a licence, or

affect our eligibility for a licence, in other jurisdictions. In addition, our reputation may be damaged

by any legal or regulatory investigation, irrespective of whether or not we are ultimately accused of,

or are found to have committed, any violation.

How we respond

Our internal legal, regulatory, compliance and anti-money laundering experts monitor for changes

in legislation and regulation and develop policies, procedures, assurance programs, and related

training to enable us to meet our obligations. These teams also support due diligence when we

engage new suppliers, onboard new (and maintain relationships with existing) customers, enter

new markets, launch new products or acquire new companies and are supported by external

advisors where required. We also continue to strengthen our second line monitoring and assurance

activities and related resources across all of our critical compliance areas.

We continually evaluate whether the Group has sufficient and appropriate internal and external

resources to ensure we operate our business in compliance with all applicable laws and

regulations. We also continue to focus on initiatives to drive increased collaboration and better

ways of working between Group and local legal, regulatory, compliance and anti-money

launderingteams.

We have a programme of annual compliance training which is mandatory for all employees.

Thisprogramme is supplemented with additional, focused training in specific areas for relevant

teams as required. We also have a Code of Conduct which is supported by a related suite of robust

internal policies which apply across the Group, and which sets out our expectations in relation to

ethical and compliant business conduct.

We only operate in markets which regulate gambling, or which are on a pathway to regulating

gambling. This strategy of operating within robust gambling regulatory and compliance

frameworks ensures appropriate protection for our customers, but also reduces risk in relation to

other non-gambling legal and regulatory matters. The Group maintains a Regulatory and Safer

Gambling Charter which explains to our colleagues our expectations around player protection in all

of our markets. This is a valuable tool in cultivating our culture of compliance and player protection.

Divisional and Group management provide periodic legal, regulatory and compliance updates

through established governance forums at both divisional, Group management, and Board

levelcommittees.

Group General Counsel

Link to Strategic Objectives:

4 Organic Growth

4 Cash Generation

Risk Impact: Very High

Risk Trend:

Risk Oversight: Sustainability

&ComplianceCommittee

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Principal risks

Entain plc Annual Report 2025 97

Attracting and

Retaining Key Talent

Why this matters to us

To succeed in our ambition to become a Tier 1 operator, our success depends upon attracting,

developing, and retaining highly effective and impactful leaders who have the capabilities, skills,

knowledge and experience to drive the growth and performance of our business. We are focused

on enabling high performance today, whilst building the skills, capabilities and organisational

culture needed for the future. We operate in a highly regulated and fast-moving sector and,

therefore, we face strong competition from other companies from both within, and from outside, our

sector to recruit and retain the best talent. There could be an adverse impact on our business, and

our ability to achieve our objectives, if we do not attract and retain key leaders and cannot find

suitable replacements in a timely manner.

How we respond

We have evolved our executive hiring services, with our approach to selection and assessment

anchored into our Entain Leadership Framework. This supports the hiring of leaders who have a

proven track-record, whether that be from within or outside of our sector. We partner with a

selection of executive search firms who are able to represent Entain impactfully with the best

candidates in the market, fully understanding who we are and our ambitions and leadership

requirements. We have also embedded sophisticated leadership assessments into our hiring

processes, supporting useful insights on leadership behaviours, strengths and potential areas for

development that will be used to support our senior leaders more successfully.

We proactively manage executive succession and search plans to secure candidates with the

capability, skills and experience to lead our organisation. Our global succession planning for

leadership positions enables early identification of future leaders, supporting targeted development

to enhance future leadership capability.

Our Leadership Development portfolio offers a diverse range of programmes and tools aimed

atsupporting individual growth, enhancing team effectiveness, and elevating collective

leadershipcapability.

In addition, we have introduced a global performance framework for the first time, providing a

consistent and contemporary approach to goal setting, feedback, and development for colleagues

across Entain. This framework is designed to enable high performance with minimal bureaucracy,

using regular, short feedback check-ins to keep progress agile and meaningful.

To strengthen our ability to retain top talent for the future, we have also introduced a talent review

process. This process helps us understand our talent landscape, identify key strengths and

development needs, and ensure that individuals receive tailored development plans and

opportunities. Our aim is to create an environment where talent can thrive and grow, driving long-

term retention and engagement.

The Group offers competitive reward packages for its employees. During the year, specific

consideration was given to the remuneration strategy relating to our key leadership roles, to ensure

our critical talent remains appropriately incentivised to support the turnaround/ transformation of

our business.

Chief People Officer

Link to Strategic Objectives:

4 Organic Growth

4 Margin Expansion

4 Cash Generation

Risk Impact: Very High

Risk Trend:

Risk Oversight: People

&GovernanceCommittee

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Principal risks

98 Entain plc Annual Report 2025

Price and Service

ofDelivery from

Third-Party Suppliers

Why this matters to us

Our complex global supply chain supports our business operations, ultimately enabling the delivery

of our products and services across our global enterprise. Certain key third parties supply services

to our Group which are fundamental to our business and customer proposition. In the case of some

of these suppliers, there may be limited alternative service provision available. If a key supplier

suffers business interruption, this may also impact our business. It is important to us that we only

have relationships with suppliers that comply with applicable law and regulation. Effective

management of these critical relationships is therefore important to support the achievement of our

business objectives.

Key or critical suppliers could become financially unstable, fail to perform services or raise prices,

which could impact our ability to operate, leading to a loss of revenue and/ or reduced profitability.

In particular, some of our core capabilities are supplied by large technology, content and critical

software suppliers which, as a consequence of factors such as their size, transition costs,

competition and/or market power dynamics, may hold dominant market positions, which may

expose us to price increases. Equally, we are also provided with services by other critical smaller

suppliers where the specialism of the services they offer means there are limited

alternativesavailable.

If suppliers are purchased by our competitors, access to services may be restricted or denied, or

wemay decide to withdraw from certain markets if they become uneconomical.

How we respond

Strategic and critical suppliers are subject to business reviews and/or business continuity planning

processes, to assess performance against key performance metrics, to identify risks or service

issues and ensure regular ongoing relationship and performance management.

Our supplier management process covers the due diligence, onboarding, and monitoring of all

suppliers via third-party risk management standards and screening. This covers:

4 The agreement of suppliers to our supplier code of conduct and key compliance policies

4 Checks on financial creditworthiness, watchlists, sanctions and politically exposed persons, and

adverse media.

As part of the organisational structure and processes of procurement teams, we have supplier

management practices in place for relevant key suppliers, where appropriate, by other specialists

from within our risk, compliance, legal and technology assurance teams to monitor the landscape of

supplier risk globally and to support our organisational resilience.

Where possible, we limit reliance on a single supplier to reduce the potential single point of failure.

We proactively manage our relationships with our specialists and key providers.

Prices are subject to negotiation at the contracting stage, and we have deep industry expertise in

our Procurement and Legal teams to support with these negotiations.

We maintain good relationships with industry bodies and suppliers that keep our key locations and

services running.

Chief Operating Officer

Link to Strategic Objectives:

4 Organic Growth

4 Margin Expansion

4 Cash Generation

Impact: Very High

Risk Trend:

Risk Oversight: Audit & Risk Committee

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Principal risks

Entain plc Annual Report 2025 99

Trading Liability and

Pricing Management

Why this matters to us

An extended run of customer friendly sports betting results may result in significant losses for the

Group. In such circumstances, certain products offered (e.g. multiples/accas, BetBuilder/Single

Game Parlays) to customers by the Group could have a magnifying impact on potential losses for

our business and be accentuated when such products are deployed in the context of our highest

volume sports. In addition, a significant pricing error could occur which is not captured by our

sophisticated risk or liability management processes and systems, which may result in a significant

financial impact for the Group.

How we respond

Our Group has industry-leading expertise and is continuously evolving the technology it uses in

pricing, liability, and customer risk management, which helps to limit the maximum liability on

specific outcomes. Potential exposures are understood, and pre-emptive action is taken

wherenecessary.

The Group maintains an experienced Trading team which deploys robust processes that are

enhanced as the nature of the market, and our product offering, evolves (e.g. growth of Bet Builder/

Single Game Parlays). The team is able to generally forecast which scenarios will likely present

themselves to exceptional exposures and manages these situations accordingly.

Additionally, the scale and diversification of the Group offering, and customer base provides a

natural hedge to support our management of trading and pricing liability. The experience of the

Trading team lends well to overseeing and managing the risk to ensure, over a long-term period,

the Group will achieve expected margins.

Operational risk governance is implemented across Trading to drive continuous improvement

through the event, bet and risk lifecycles, with these processes being presented to, and reviewed

by, the Group Risk Committee, and Audit & Risk Committee.

Chief Product and Technology Officer

Link to Strategic Objectives:

4 Organic Growth

4 Margin Expansion

4 Cash Generation

Risk Impact: High

Risk Trend:

Risk Oversight: Audit & Risk Committee

Growth of Illegal

Operators

Why this matters to us

As licensing, compliance and tax requirements for the sports betting and gaming industry continue

to evolve, incentives are created for some operators to offer online gambling products without

appropriate licences. Illegal operators offer products without the protections regulated operators

afford to customers, the measures required to comply with anti-financial crime regulations,

safeguards for sport integrity, and without the other compliance and related costs carried by

regulated operators (including taxation). As such, the offering provided by such operators can be

simpler and more attractive to players, with the use of faster (no “know-your-client”) registration,

varied payment methods (such as cryptocurrency), high levels of bonusing, promotional offers,

faster technology and aggressive marketing.

These business practices, which are often illegal or funded by not meeting legally mandated

requirements, can affect the competitiveness of our own customer engagement efforts and product

offering, and therefore have the potential to harm our business performance. The activities of illegal

operators can also create reputational risk for those businesses who operate legitimately within the

regulated sector.

The extent of the threat presented by such illegal operators is, in part, dependent on the regulatory

enforcement approach taken against such actors by relevant authorities. A lack of regulatory

harmonisation across our industry, coupled with the fact that relevant regulatory frameworks in

certain jurisdictions are nascent and still developing, means it is difficult to predict what

enforcement action (if any) will be taken by relevant authorities and, if such action is taken, how

robust and deterrent such action will be. The activities of illegal operators are also increasingly

enabled by developments in alternative payment technologies, increasingly sophisticated

regulatory arbitrage and the willing facilitation of such operators by certain cohorts of suppliers

(e.g.,payment, media, advertising and infrastructure providers) within the commercial ecosystem

that supports our sector.

How we respond

Entain is extending its efforts to combat the growth of unlicensed gambling operators. In mid-2025

we initiated Project Obscura, a major internal programme to understand, draw attention to, and

disrupt the business model of unlicensed operators. This project has already produced a

comprehensive meta-study of all existing data on the size and scale of the problem across seven

key global markets.

We are now building on this study with new research and regular engagement with customers,

service providers, policymakers, regulators, and enforcement agencies. This engagement draws

upon both our research and our work with charitable organisations such as Deal Me Out in the UK

to highlight the human – as well as the economic – harm that unlicensed gambling creates.

Through research, education, disruption, and enforcement, we aim to repatriate customers to the

responsible, regulated industry, as well as encouraging policymakers to consider the regulatory and

tax gap between legal and unlicensed sectors when proposing regulatory change.

Group General Counsel

Link to Strategic Objectives:

4 Organic Growth

4 Margin Expansion

Impact: High

Risk Trend:

Risk Oversight: Sustainability & Compliance

Committee

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Principal risks

100 Entain plc Annual Report 2025

Safer Betting

andGaming

Why this matters to us

Safer betting and gaming is a key part of operating in a sustainable manner and ensuring apositive

and entertaining experience for our customers.

It is important that Entain clearly demonstrates to governments, regulators, investors, our

customers, and our wider stakeholder environment that it adopts a rigorous, diligent and

responsible approach to safer gambling. Failure to offer adequate tools and protections to our

customers could result in customer harm, resulting in reputational damage, or regulatory censure in

some jurisdictions, and loss of trust by our societal and other community stakeholders

How we respond

Entain works proactively and collaboratively with the wider industry, regulators, charities and

policymakers to help mitigate the risks and broader societal concerns associated with gambling.

Globally our safer gambling activities are carried out under a new Safer Gambling Framework,

which was launched during 2025 under the banner “Committed to Player Safety”. This Framework

outlines our commitment to player safety in three key areas: Engage, Support and Protect. We

“Engage” with regulators, governments, industry and academics to evolve our understanding of

safer gambling and to deliver a positive and safe environment for our customers. We “Support” our

customers and equip them with tools and information to promote safer gambling, while supporting

our employees with training to identify and help manage the risk of potential harm. We “Protect”

our customers from risks so that they can have a positive and safe experience using our products.

While local regulation and market characteristics might create differences in specific approaches to

safer gambling, we seek to be a leader in each of our markets by following our Regulatory and

Safer Gambling Charter. The Charter serves as our ‘North Star’ and ensures we comply with local

regulations and that we engage effectively with regulators, governments, industry and academics

to evolve our understanding of safer gambling.

Central teams engage regularly with safer gambling representatives in each market to highlight

best practice, key issues or developments and to reinforce our safer gambling approach globally. In

addition, our central Customer Protection Contact Centre monitors play across markets and, in

keeping with local regulations and approaches, communicates with customers to offer appropriate

tools and actions – ultimately suspending accounts if necessary.

We also support charitable organisations that deliver or support research into, the prevention and

treatment of gambling-related harms, harm prevention approaches, and treatment for those

harmed by gambling. We also fund relevant training for professional sports federations.

To assess our efforts, to monitor local market practices, and to continuously to evolve our standards,

a cross-functional group of employees, our Safer Gambling Forum, undertakes periodic reviews

which are shared with the Sustainability & Compliance Committee and the Board.

During 2025, we placed increased emphasis on communicating the threat to player safety posed

by illegal operators as part of Project Obscura, our programme to understand and disrupt the illegal

gambling market. This will continue to be a key theme of our safer gambling work and of wider

regulatory engagement during 2026.

Group General Counsel

Link to Strategic Objectives:

4 Organic Growth

4 Margin Expansion

Risk Impact: Medium

Risk Trend:

Risk Oversight: Sustainability

&ComplianceCommittee

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Principal risks

Entain plc Annual Report 2025 101

In accordance with provision 31 of the 2018

Corporate Governance Code, the Board and

Directors have completed an assessment of the

prospects and viability of the Entain Plc Group

over a longer period than the 12 months

required by the “Going Concern” provision (see

Going Concern Statement on page 188). The

Directors have concluded that three years was

an appropriate period for assessment (the

“viability period”), as this is aligned to the

Group’s strategic planning process and is

considered to be the period for which reliable

estimates can be made for variations in both

industry and customer dynamics, regulatory

change, technological advancements, and the

economic backdrop in the betting and gaming

industry taking into account the ever changing

landscape. In performing this assessment, the

Directors have considered the Group’s current

trading performance, financial position, liquidity

and debt maturity profile, together with the

principal and emerging risks described in the

Principal Risks and Uncertainties section on

pages 94 to 101.

Detailed financial projections covering the

viability assessment period were reviewed,

based on the Board-approved budget for 2026

and the three-year strategic plan. These

projections incorporate assumptions regarding

revenue, operating margins, working capital,

capital expenditure and financing costs, taking

account of current trading performance and the

regulatory environment in the markets in which

the Group operates.

The Directors considered severe but plausible

downside scenarios reflecting the

crystallisation of principal risks, including

disruption to the Group’s technology platform,

adverse regulatory or litigation outcomes,

increases in gaming duties, changes in

licensing conditions, and severe data privacy or

cybersecurity incidents. The potential financial

impact of these risks was modelled both

individually and in combination over the

viability assessment period.

In performing this analysis, the Directors

identified mitigating actions within

management’s control, including reductions in

discretionary expenditure and the deferral of

capital investment, which could be

implemented in the event of a more severe

downturn. However, the base case and severe

but plausible downside scenarios were

assessed without reliance on such actions and

demonstrated adequate liquidity and covenant

headroom throughout the viability assessment

period. No assumption has been made

regarding uncommitted refinancing or material

transactions beyond those in place at the

balance sheet date.

The Directors have also assessed liquidity and

compliance with financial covenants

associated with the Group’s borrowing facilities

throughout the viability assessment period (see

Note 22– Interest-bearing loans and

borrowings). Based on the analysis performed,

the Group is projected to maintain adequate

liquidity and covenant headroom under both

the base case and severe but plausible

downside scenarios, although headroom would

reduce in a sustained downturn.

Reverse stress testing has been undertaken to

identify the circumstances that would threaten

the Group’s viability by exhausting available

liquidity or resulting in covenant breach. This

analysis indicates that a prolonged and severe

deterioration in trading performance, combined

with significant adverse regulatory or

operational events, would be required before

the Group’s viability would be threatened.

While such circumstances are considered

remote, they cannot be entirely excluded.

Having considered the Group’s forecast cash

flows, available liquidity, debt maturity profile,

covenant compliance and principal risks, the

Directors have a reasonable expectation that

the Group will be able to continue in operation

and meet its liabilities as they fall due over the

viability assessment period.

This statement should be read in conjunction

with the Going Concern Statement on

page188 and does not constitute a forecast

offuture performance.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Viability Statement

102 Entain plc Annual Report 2025

In this section

103

Governance

104

Chair’s Governance Overview

105

Board of Directors

111

Reporting against the UK Corporate

Governance Code

120

People & Governance

CommitteeReport

123

Audit & Risk Committee Report

130

Sustainability & Compliance

Committee Report

134

Directors’ Remuneration Report

163 Directors’ Report

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Governance

Entain plc Annual Report 2025 103

Effective corporate governance

underpins our commitment to

being powered by Determination

at Play, player protection

and delivering

both sustainable

performance and

shareholder value.”

On behalf of the Board, I am pleased to present the Corporate

Governance report for the year ended 31 December 2025. Effective

corporate governance practices lay the foundation for sustainable

growth and strengthen the trust of our stakeholders. In conjunction with

the People & Governance, Audit & Risk, Sustainability & Compliance and

Remuneration Committee reports, this report aims to demonstrate

Entain’s focus on transparent, responsible and robust

governancepractices.

As referred to in my opening statement, 2025 was a year of upward

trajectory, with both NGR and Underlying EBITDA improving, continuing

the momentum we built in 2024 across our global and diverse portfolio

of markets. The Board’s priorities for 2025 were guided by our focus on

strategic priorities to drive organic revenue growth, margin expansion

and the delivery of market share gains. We have worked closely to

support management and take forward priorities identified during last

year’s Board evaluation review.

We welcomed Edmond Mesrobian and Michael Goldberg as Non-

Executive Directors in May. Edmond brings extensive product and

technology experience from which the Board has benefitted in

overseeing our platform strategy, product and technology innovation

and the development of our AI capabilities. Michael brings a deep

knowledge of the sports and gaming industry and has provided

additional focus and valuable insights to Board and Capital Allocation

Committee reviews and debate. Additional information on each of our

directors’ skills and contributions to the Board can be found in the Board

biographies on pages 106 and 109.

As announced in our previous Annual Report, Gavin Isaacs stepped

down from the Board in February prior to the appointment of Stella

David as our permanent CEO in April, following her short tenure as

Interim CEO. Stella has brought energy, focus and reinvigorated

entrepreneurial spirit across the Group. Ron Kramer stepped down from

the Board in April having decided not to stand for re-election at the

Company’s Annual General Meeting on 23 April 2025. I would like to

thank Ron again for his contribution to the Board’s deliberations during

his time as a Non-Executive Director. In December, we announced that

our CFO and Deputy CEO, Rob Wood, would step down following the

delivery of our 2025 full-year results in March. I would like to take this

opportunity on behalf of the Board to thank Rob for his significant

contribution to the business during his time with the Group. He will be

succeeded as CFO by Michael Snape, who’s seasoned leadership,

financial and operational experience and international exposure will be

invaluable as we continue to execute our strategic priorities. Additional

information on Board and Committee changes in 2025, as well as the

Board’s approach to recruitment and succession planning, can be found

in the People & Governance Committee report on pages 120 to 122.

Providing the Board with greater exposure to management and the

business, sharpening the focus on people and developing a deeper

understanding of our stakeholders and our relative positioning against

our main competitors were key areas of focus arising from the 2024

Board evaluation review. We have made good progress over the year

with enhanced reporting on customer experience, product innovation,

data analytics and competitor analysis as well as increased engagement

and oversight of executive succession planning and talent development.

The Board has seen first-hand how our people, leadership and strategy

have united to deliver continued operational execution through site visits

and participation in employee engagement initiatives. The Board

remains focused on the importance of our people living the Group’s

values and demonstrating the right behaviours that underpin the

culturewe want to see at Entain. I have also welcomed the opportunity

to meet with shareholders and our people during visits to our operating

sites throughout the year, which I shall continue to do over the

comingmonths.

The strength and collective expertise of the Board allowed us to adjust

quickly to the opportunities and challenges facing our sector during

2025. As we look ahead in 2026, we do so with optimism. The Board

and I are fully aligned in our belief that we have the right strategy and

share complete confidence in Stella and her leadership team as they

accelerate the delivery of the next phase of our strategy.

Pierre Bouchut

Non-Executive Chair

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Chair’s Governance

Overview

Chair’s Governance Overview

104 Entain plc Annual Report 2025

Years 1 2 3 4 5 6 7 8

Tenure

1.6

7.5

2.25

0.75

7.75

0.75

2.16

5.3

3.75

Helen Ashton

Pierre Bouchut

Amanda Brown

Stella David

Michael Goldberg

Virginia McDowell

Edmond Mesrobian

Ricky Sandler

David Satz

Rahul Welde

Rob Wood

Experience/Skills:

No. of Directors

Gaming

Sector

Finance

M&A/

Capital

Markets

Legal/

Regulatory

Technology/

Digital

Global

Business

Customer

Media/

Entertainment

Marketing/

Branding

Leadership

Gender

Female Male

4:7

Diversity

No. of Directors

British American French Indian

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Board of Directors

(as at 5March 2026)

Entain plc Annual Report 2025 105

We have an experienced

Board with a diverse

range of professional

backgrounds, skills and

perspectives.

Our Board Directors together form a diverse

and effective team focused on promoting the

long-term sustainable success of Entain.

TheDirectors skills and experiences are

complemented by individual approaches and

thinking styles and are further enhanced by

additional knowledge and exposure to a variety

of industry sectors by virtue of the other

directorships they hold.

Committee membership details provided in

these biographies are given as at the date of

this Annual Report. For details of Committee

membership during the financial year, see the

Committee reports on the following pages.

Pierre Bouchut

Non-Executive Chair

Tenure:

Appointed to the Board in September 2018

and became Senior Independent Director in

December 2023. Appointed as permanent

Chair in August 2025.

Committees:

External appointments:

Non-Executive Director of GeoPost SA,

Non-Executive Director of Rina Estate Italia

SRL and Non-Executive Director of

Selfridges Group Holdings Limited.

Pierre was the Chief Operating Officer for

Europe and Member of the Management

Board of Koninklijke Ahold Delhaize N.V.

(2016-2018), Chief Financial Officer at

Delhaize Group Belgium (2012-2016),

Carrefour SA (2009-2012), Chief Financial

Officer and Member of the Management

Board of Schneider Electric (2005-2009)

and CEO of Casino Group (1990-2005).

Hehas been a Non-Executive Director and

Chair of the Audit Committee at Pepco

Group (2021-2024), Firmenich SA

(2016-2023) and Hammerson plc

(2015-2021). He has been the Non-

Executive Chair of Profi SA (2023-2025)

and the referenced Board member and

Chair of the Audit Committee of Albioma SA

until it was acquired by KKR and delisted in

2022. Pierre has also previously worked for

Citibank, Bankers Trust and as a consultant

with McKinsey.

Key strengths and experience:

Pierre has had a long career in senior

executive and non-executive roles across

finance, retail, logistics, information systems

and property. His familiarity with the

management of large, internationally listed

companies gives him an extensive

understanding of regulation, accounting

standards and strategy, complementing his

deep knowledge of corporate governance

and audit committee practice.

Stella David

Chief Executive Officer

Tenure:

Appointed to the Board as Senior

Independent Director in March 2021 and

held the role of Interim Chief Executive

Officer from December 2023 until she

became Chair in September 2024.

Appointed as Interim Chief Executive Officer

in February 2025 before taking the role on a

permanent basis in April 2025.

External appointments:

Chair of the Board of Norwegian Cruise Line

Holdings Ltd and Non-Executive Director of

the privately-owned Bacardi Limited.

Stella was previously CEO of William Grant

& Sons, following more than 15 years with

Bacardi Ltd. She was Chair of C&J Clark Ltd

(having previously acted as Interim Chief

Executive Officer), Non-Executive Director

and Senior Independent Director of

Homeserve plc and Non-Executive Director

and Remuneration Committee Chair at the

Nationwide Building Society. Stella stepped

down as a Non-Executive Director and

Remuneration Committee Chair of Domino’s

Pizza Group plc and as Non- Executive

Chair of the privately-owned Vue

International following her appointment as

Interim Chief Executive Officer of Entain plc

in December 2023.

Key strengths and experience:

Stella is an intensely commercial leader

with a long track record of success across

multiple industries. She brings extensive

experience in management, consumer and

regulatory environments, and marketing to

the Board. Her non-executive roles in listed

and privately owned companies give her a

deep understanding of shareholder views

and best practice standards of corporate

governance as well as enhancing the

Board’s ability to support and oversee the

delivery of Entain’s strategy.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Board of Directors

106 Entain plc Annual Report 2025

Rob Wood

Chief Financial Officer & Deputy CEO

Tenure:

Appointed to the Board as Chief Financial

Officer in March 2019; the role of Deputy CEO

was added to his portfolio in January 2021.

Rob will be stepping down from the Board

and his role of CFO & Deputy CEO in

March2026.

Rob joined Entain in 2012 and worked in

senior roles within finance, including as CFO of

the Group’s retail business. Prior to Entain, he

was Senior Vice President at Cerberus Capital,

overseeing the private equity firm’s European

portfolio companies and worked in

restructuring advisory at Rothschild. Rob

started his career at KPMG where he qualified

as a chartered accountant and holds a degree

in Mathematics and Management Studies

from the University of Nottingham.

Key strengths and experience:

Rob’s financial expertise and deep knowledge

of Entain’s business make him uniquely placed

to manage his wide-ranging portfolio as Chief

Financial Officer and Deputy CEO, providing

insight to the Board on commercial, financial

and operational issues.

David Satz

Independent Non-Executive Director,

Senior Independent Director, Chair of the

Sustainability & Compliance Committee

and member of the Audit & Risk

Committee

Tenure:

Appointed in October 2020.

Committees:

External appointments:

Member of the board of a commercial

gaming and hospitality entity established

by the Eastern Band of Cherokee

Indians(EBCI).

David was Senior Vice President of

Government Relations and Development for

Caesars Entertainment Corporation in Las

Vegas, where he worked from 2002 to

2019 and had responsibility for overseeing

Caesars’ government activities for more

than 52 properties in 15 states in the US

and several other countries around the

world. Prior to this he spent 16 years at the

US law firm Saiber Schlesinger Satz

Goldstein LLC, where he had a particular

focus on the gaming industry and played a

key role in numerous regulatory and

legislative initiatives throughout the US.

Between March 2023 and September 2025,

David was a member of the board of

Dreamscape Entertainment Integrated

Resorts, Inc.

Key strengths and experience:

David brings to the Board a valued

perspective on the US gaming sector as

well as expertise in gaming regulatory law

and policy as it impacts the Group

worldwide. His extensive career in

regulation and legislation has allowed the

Board to benefit from his insight and

knowledge of the US market. His regulatory

experience has also provided the Board

with insight into the many regulatory,

responsible gaming and compliance issues

that the Group faces.

Helen Ashton

Independent Non-Executive Director,

Chair of the Audit & Risk Committee,

member of the Capital Allocation

Committee and member of the

Remuneration Committee

Tenure:

Appointed in July 2024.

Committees:

External appointments:

Non-Executive Director and member of

theAudit & Risk Committee of ITV plc and

Chief Executive Officer of Shape

BeyondConsultancy.

Helen has over 30 years of experience

working in public and private equity-backed

businesses and is a qualified Chartered

Management Accountant. She was formerly

the CFO of ASOS plc and has held

executive-level roles in ASDA, Barclays and

Lloyds BankingGroup. Helen also served as

a Non-Executive Director of JD Sports

Fashion plc for four years before stepping

down in July 2025.

Key strengths and experience:

Helen brings broad global business and

financial services experience with extensive

knowledge of high growth digital and retail

businesses. Her background in finance

makes her well suited to chair Entain’s

Audit &Risk Committee and to act as its

financialexpert.

1. Overview

8. Strategic Report

103. Governance

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Board of Directors

Entain plc Annual Report 2025 107

Key:

Audit & Risk

CommitteeMember

Capital Allocation

Committee Member

Remuneration

CommitteeMember

People & Governance

Committee Member

Sustainability & Compliance

CommitteeMember

Audit & Risk

CommitteeChair

Capital Allocation

Committee Chair

Remuneration

CommitteeChair

People & Governance

Committee Chair

Sustainability & Compliance

CommitteeChair

Amanda Brown

Independent Non-Executive Director,

Chair of the Remuneration Committee

and member of the People & Governance

Committee

Tenure:

Appointed in November 2023.

Committees:

External appointments:

Non-Executive Director and Chair of the

Remuneration Committee of Mitchells &

Butlers plc and Non-Executive Director and

Chair of the Remuneration Committee of

Manchester Airport Group.

Amanda is an experienced senior executive

with a background in consumer-facing

organisations and financial services. She

served as Chief Human Resources Officer of

Hiscox during a period of significant growth

and transformation for the organisation and

she has also held executive roles within

Whitbread Group, PepsiCo and Mars Inc.

Amanda was a Non-Executive Director and

Chair of the Remuneration Committee of

Micro Focus International Limited, a

multinational software and information

technology business, before stepping down

when the business was sold in 2023.

Key strengths and experience:

Amanda brings a wealth of experience in

human resources, remuneration strategy

and managing organisations through

significant change. Amanda also provides

relevant consumer-facing experience.

Virginia McDowell

Independent Non-Executive Director,

Designated Workforce Director, member

of the People & Governance Committee,

member of the Remuneration Committee

and member of the Sustainability &

Compliance Committee

Tenure:

Appointed in June 2018.

Committees:

External appointments:

Vice-President of Global Gaming Women, a

non-profit organisation with a mission to

support, inspire and influence the

development of women in the gaming

industry through education and mentoring

and a Board Member at New Roots

Empower, an organisation building a safe

network for young women to enter the

music industry.

Virginia was the President and CEO of Isle

of Capri Casinos, Inc. in the United States

from 2011 until her retirement in 2016, and

the President and COO of Isle of Capri

(2007-2011). Prior to this she was the Chief

Information Officer at Trump Entertainment

Resorts (2005-2007) and Senior Vice

President of Operations. Virginia was the

first woman to be inducted into the

Mississippi Gaming Hall of Fame and in

2022 she was inducted into the American

Gaming Association’s Hall of Fame.

Key strengths and experience:

Virginia’s 40-year career and

accomplishments in the gaming sector have

been recognised by a number of prestigious

awards. Virginia continues to actively

engage with our stakeholders and staff in

her role as Designated Workforce Director.

Throughout her career she has maintained

a tireless focus on developing the next

generation of women leaders in the gaming

industry and this understanding of the

diversity and regulatory challenges of the

sector has greatly assisted the Board and

the Sustainability & Compliance Committee.

Rahul Welde

Independent Non-Executive Director,

member of the Audit & Risk Committee,

member of the People & Governance

Committee and member of the

Remuneration Committee

Tenure:

Appointed in July 2022.

Committees:

External appointments:

Non-Executive Director of Pantheon

International Plc. Chair of the Advisory

Board of Migrant Leaders, a UK charity.

Rahul spent over 30 years working with

Unilever PLC, most recently in a global role

as the Executive Vice President of Global

Digital Transformation, building capabilities

across the digital spectrum, including new

business models, innovation, partnerships,

processes and training. Previously, Rahul

was Unilever’s Regional VP Media for Asia,

Africa, Middle East, Turkey and Russia.

Throughout his career he has worked in a

diverse range of roles across functions and

categories. He has been active in industry

bodies, including as the Regional Vice

President for The World Federation of

Advertisers and Chair of the Mobile

Marketing Association, Asia.

Key strengths and experience:

Rahul brings a lifetime career of knowledge

from the global fast-moving consumer

goods sector. He has proven experience of

leveraging digital technologies for the

benefit of business. Rahul has deep

expertise in media and marketing as well as

in digital and transformation, leading large

change programmes encompassing

technology, processes and people.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Board of Directors

108 Entain plc Annual Report 2025

Key:

Audit & Risk

CommitteeMember

Capital Allocation

Committee Member

Remuneration

CommitteeMember

People & Governance

Committee Member

Sustainability & Compliance

CommitteeMember

Audit & Risk

CommitteeChair

Capital Allocation

Committee Chair

Remuneration

CommitteeChair

People & Governance

Committee Chair

Sustainability & Compliance

CommitteeChair

Ricky Sandler

Non-Executive Director, member of the

Capital Allocation Committee and

member of the People & Governance

Committee

Tenure:

Appointed in January 2024.

Committees:

External appointments:

Chief Executive Officer and Chief

Investment Officer of Eminence Capital, LP.

Ricky founded Eminence Capital in 1999.

Eminence is a $6.9bn global investment

management organisation investing client

capital across global financial markets. As

Chief Executive Officer and Chief

Investment Officer of Eminence, Ricky is

responsible for setting the firm’s strategic

direction as well as directly managing its

investment team and diversified investment

portfolio. Prior to launching Eminence, Ricky

was co-founder and co-general partner of

Fusion Capital Management, a firm that

managed a long/short hedge fund focused

on global equity securities. Prior to that he

was a research analyst at Mark Asset

Management, where he began his investing

career in 1991. Ricky received a BBA in

Accounting and Finance graduating with

honours from the University of Wisconsin.

Key strengths and experience:

Ricky brings over 30 years of experience in

analysing and investing in public companies

with a wealth of perspective on ways to

maximise long-term shareholder value and

institute strong corporate governance

oversight at the board level.

In connection with his appointment, the

Company, Eminence Capital and Ricky

Sandler have entered into a relationship

agreement, including customary

governance, standstill and voting

provisions. A summary of the main terms

of the agreement is available on the

Company’s website.

Edmond Mesrobian

Independent Non-Executive Director,

member of the Sustainability

&Compliance Committee

Tenure:

Appointed in May 2025.

Committees:

External appointments:

Non-Executive Director of Criteo S.A.

Edmond is an experienced senior executive

with a background in product and

technology. He served as Chief Technology

and Information Officer of Nordstrom, Inc.,

afashion retailer, between August 2018

and October 2022, and prior to that, he also

held Chief Technology Officer roles at Tesco

PLC and Expedia, Inc. Edmond holds a B.S.

degree in mathematics and computer

science, an M.Sc. degree in computer

science and a Ph.D. in computer science,

allfrom the University of California,

LosAngeles.

Key strengths and experience:

Edmond brings extensive product and

technology experience, particularly in

executing transformational strategies,

driving growth and AI-powered innovation.

Michael Goldberg

Independent Non-Executive Director and

member of the Capital Allocation

Committee

Tenure:

Appointed in May 2025.

Committees:

Michael is an experienced investor having

previously held investment management

leadership roles at Elliott Management and

Corvex Management. He is highly regarded

for creating value at portfolio companies

through enhanced strategic decision-

making, capital allocation, and

corporategovernance.

Key strengths and experience:

Michael brings deep knowledge of the sports

and gaming industry as well as a proven

track record in investment management and

creating shareholder value.

James Morris

Group Company Secretary

Tenure:

Appointed in July 2023.

James qualified as a lawyer in 1998. He has

extensive experience of operating in listed

companies and regulated sectors having

spent most of his career working in the

corporate secretariat at Standard Chartered

plc and HSBC Holdings plc. He is

responsible for providing governance advice

and guidance to the Board and senior

management as well as leading the

Company Secretariat function.

Reasons why the contribution of each director standing for

re-election is, and continues to be, important to Entain’s

long-term sustainable success will also be included in the

Notice of AGM 2026.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Board of Directors

Entain plc Annual Report 2025 109

Leading the delivery

ofEntain’sstrategy

Our Executive Committee, the most

senior management committee for the

Group, provides support to the Chief

Executive Officer (“CEO”) in her

responsibilities for the day-to-day

management and operations of the

Group. The Executive Committee is

focused on the implementation and

execution of the approved strategic

plan, delivering financial performance

and promoting the right conduct,

culture and values across the Group,

through unified leadership, to embed

expected behaviours and standards.

Executive Committee changes during 2025

Stella David joined the Committee having taken over the responsibilities of CEO in

February 2025. Andy Hicks, Chief Commercial Officer – UK, ANZ, NCE & CEE,

Curry Sloan, Chief Commercial Officer – Americas & Southern Europe and Hugo

Gonzalez, Chief Operating Officer joined the Executive Committee in 2026 to

strengthen our operational leadership and ensure alignment on our evolving

strategic priorities of organic growth, margin expansion and cash generation.

We are grateful for the contributions made by Dafne Guisard and Sameer Deen,

who stepped down as Chief Operations Officer in August 2025 and Group Chief

Commercial Officer in February 2026 respectively.

The Group Company Secretary attends each Executive Committee meeting and

supports the CEO with managing the end-to-end governance of meetings. The

meeting planner and agendas are designed to ensure the right strategic and

performance related matters are discussed on a timely basis and matters for

decision are debated prior to approval or escalation to the Board.

Regular attendees

The Commercial MDs for our key markets provide periodic updates on their

strategic priorities, financial performance, product roadmaps, platform resilience,

customer experience, key risks and opportunities, safer gambling initiatives and

regulatory compliance related matters.

The Executive Committee also receives reports from the Director of Internal Audit

on hot topics, including principal and emerging risks, and the effectiveness of

internal control systems.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Executive Committee

110 Entain plc Annual Report 2025

Stella David

Chief Executive Officer

Rob Wood

Chief Financial Officer & Deputy CEO

Simon Zinger

Group General Counsel & Chief Customer

Care Officer

Satty Bhens

Chief Product & Technology Officer

Melanie Tansey

Chief People Officer

Andy Hicks

Chief Commercial Officer – UK, ANZ, NCE

& CEE

Curry Sloan

Chief Commercial Officer,

Americas&Southern Europe

Hugo Gonzalez

Chief Operating Officer

How we comply

Entain’s long-term sustainable success is contingent on our commitment

to high standards of corporate governance and throughout 2025, the

Board continued to be guided in its approach through the application of

the UK Corporate Governance Code 2024 (the “Code”). We believe good

corporate governance is about effective oversight, including how we

provide confidence both in the delivery of our performance to our

stakeholders and in how we report on our performance.

Through their work, the Board and Board Committees uphold the

provisions of the Code and during the year ended 31 December 2025,

we have applied the principles of good governance and have been

compliant with the Code with the exception of Provision 15 relating to

the number of Stella David’s external directorships (see page 106 for

more details).

The Board remains dedicated to open and transparent reporting. The

way in which Entain has applied the principles and provisions of the

Code during 2025 is set out in the following pages. The full wording of

the Code is available on the Financial Reporting Council’s website

www.frc.org.uk.

Board leadership and company purpose

The Company’s purpose is to provide the most entertaining sports

betting and gaming experiences supported by leading in-market player

protection. During the year the Board focused on a strategy of driving

organic growth and margin expansion through scale and operational

leverage with particular focus on US market growth through continued

investment in the Company’s joint venture, BetMGM. As we go into 2026

the drivers for delivering significant shareholder value remain the same

with more focus on delivering meaningful cash flow across our

established portfolio. The Board is actively reviewing the strategic

opportunities, challenges and implications of the UK tax increases

impacting the industry announced in November 2025 and the

associated risks posed by the growth of illicit operators and the illegal

gambling market. The Board will continue to ensure the customer is at

the heart of all we do and it is committed to delivering product

performance and commercial excellence while upholding its commitment

to player protection. The Board has also sought to promote our purpose

and strategy and has made decisions in the interests of all stakeholders,

having considered the matters set out in section 172 of the Companies

Act 2006 (UK).

Stakeholders

The Board has responsibility for leading the Group’s stakeholder

engagement and considering the implications of key decisions on the

Company and its stakeholders. The Board recognises that effective

engagement with our stakeholders will drive long-term value creation,

making Entain a company that people want to invest in, buy from,

partner with and work for.

Entain has identified six stakeholder categories and our report on

‘Boardactivities’ provides an overview of how the Group’s key

stakeholders are considered in Board discussions and deliberations

aspart of its decision-making.

Our people

Listening to and engaging our people is a key priority at Entain. We are

committed to listening to employees across the globe to drive positive

change throughout the organisation. We focus on this through our

employee forums, global engagement conference and global

engagement and integrity surveys.

Employee forums exist in many of the locations in which we operate.

Ouremployee forums continue to be a key pillar of our employee

listening and engagement strategy. The forums enable our people to

discuss and agree how their teams connect with the Company’s

purpose, strategy and values, as well as discussing topics that impact

them and theircolleagues.

Our UK & Ireland retail forums and UK & Gibraltar office forums host

quarterly meetings where elected representatives come together to

share feedback on all aspects of life at Entain. During these meetings

they also hear updates from the business on topics ranging from

company purpose, strategy and values to financial performance and

operational initiatives.

Our Directors are encouraged to attend employee forums and during the

year have attended several listening sessions that provide feedback and

insight into the realities of everyday working life at Entain. These

sessions provide invaluable insights through in person two-way

dialogue to understand the key topics of interest and priorities of Entain

employees. They also create the opportunity for nurturing a more

inclusive culture across Entain and promoting our Global Diversity,

Equityand Inclusion initiatives.

The CEO and Executive Committee members are held to account for

creating and fostering a positive culture and the Board and its

Committees receive updates on our people and culture, which include

how our four core values of Doing what’s right, Keeping it simple,

Goingbeyond and Winning together connect employees and unite

ourglobal community.

Global engagement conference

Our global engagement conference invites employee engagement

advocates to share their insights with the Board and Executive

Committee. The event, hosted by Melanie Tansey, Chief People Officer,

was held twice in 2025 on 31 January and 7 October, and was attended

by Board members Virginia McDowell (Designated Workforce Director)

and Helen Ashton, as well as employees representing over 20 countries.

Attendees engaged in an open two-way discussion which covered

corporate strategy, investment in the retail franchise, collaboration, job

security, recognition, change and transformation, and

talentdevelopment.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Reporting against the UK

Corporate Governance Code

Entain plc Annual Report 2025 111

Workforce engagement

Virginia McDowell, in her capacity as Designated Workforce Director,

visited our Nottingham Office in April and spent time meeting members

of our Financial Reporting, Retail Customer Care, Retail Tech Support,

Creative, Customer Protection Contact Centre, Retail Finance and UK

Office Employee Forum representatives followed by an open question

and answers session with employees. She had the opportunity to listen

to customer calls, engage first hand in fixing operational issues in retail

shops and discuss some of the multi-channel campaigns and branding

enhancements with our creative designers andmanagers.

Virginia participated in a day meeting teams at our Stratford office in

October, listening to employee experiences and insights on life at Entain.

She was taken through how the Group is progressing its AI capabilities

and governance, the retail people plan and talent development

programme, as well as the charitable work and operations of the

Ladbrokes Coral Trust. Virginia also met with the Director of Stadia and

discussed the future of greyhound racing, animal welfare, and the steps

being taken to enhance employee engagement and wellbeing. During

the day, Virginia McDowell and Melanie Tansey hosted a lunch with the

Black Professionals Network where they were updated on initiatives to

promote diversity and grow the black professionals community at Entain.

Key takeaways from these engagement sessions were shared with the

Board, reinforcing the positivity and authenticity of our staff, their

appetite for continued engagement and opportunities to meet with the

Board as well as the strong desire to learn through professional

development opportunities.

There has been more focus this year on Board visits across the Entain

footprint to promote a deeper understanding and knowledge of our

business and operations. Board site visits during 2025 are outlined in

thetimeline below.

National Employee Forum AGM

Each year the elected representatives from our forums come together

with members of the Board and Executive Committee for the National

Employee Forum AGM.

This meeting took place on 26 January 2026. It was hosted by Melanie

Tansey, Chief People Officer, and welcomed Forum Representatives

from GB Retail, Ireland, Stadia, UK Office and Gibraltar to join Stella

David, Virginia McDowell, Helen Ashton and AmandaBrown.

During the meeting, each forum presented their main achievements and

challenges from the past year and objectives for the year ahead before

having an open conversation with the Board Directors. Key topics

discussed included long service recognition, retail wellbeing, employee

onboarding processes, inclusion and neurodiversity, learning and

development, and remuneration policy.

The meeting continues to be an important opportunity to build

connections between the Board and our employees.

Shareholders

The Board receives both direct and indirect feedback on shareholder

views through formal and informal channels, including investor

roadshows, investor conferences, one-to-one and group calls. Board

members listen to results and trading updates held by the Group for

analysts and institutional investors and can directly hear the questions

and comments on Group performance.

The Chair and Executive Directors also hold regular meetings with

avariety of institutional investors to discuss the execution of strategy,

ourapproach to corporate governance and sustainability as well as

delivering shareholder value. Key takeaways and feedback from

shareholder meetings are shared regularly during Board meetings.

AGM

All resolutions put to the 2025 Annual General Meeting received

overwhelming support from those investors who voted,

representingapproximately 77% of our shareholder base (slightly

lowerthan the voting level of 83% in 2024). The results of the voting at

all general meetings are published on our website: entaingroup.com/

news-insights.

Division of Responsibilities

As at the date of this report, our Board comprised the Chair, seven

Independent Non-Executive Directors, one Non-Independent Non-

Executive Director and two Executive Directors. There are clear divisions

between the Executive and Non-Executive responsibilities, which ensure

accountability and oversight. The roles of Chair and Chief Executive are

separately held and their responsibilities are well defined and

documented. The Chair and Non-Executive Directors meet routinely

either at the start or end of each scheduled Board meeting without the

Executive Directors, and individual Directors meet senior executives and

members of staff outside formal Board meetings in order to gain first-

hand experience of our operations and engage with our workforce.

The Executive Directors have formal meetings monthly as part of the

Executive Committee to manage and oversee the day-to-day operations

of the Company. Any significant operational or regulatory matters are

communicated to the Non-Executive Directors on a timely basis outside

of Board meetings. The Board is supported by the Group Company

Secretary and Group Deputy Company Secretary, to whom all Directors

have access for advice, corporate governance matters and

generalupdates.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Reporting against the UK

Corporate Governance Code

112 Entain plc Annual Report 2025

Key Board Events

2025

January

National Employee Forum AGM 29 January

attended by Stella David, Virginia McDowell and

Amanda Brown.

April

May

Pierre Bouchut visit to the Rome office spending

time with Andrea Faelli, Commercial MD, and the

Eurobet senior leadership team.

June

Virginia McDowell site visit to Nottingham and the

2025 AGM in London.

July

Overseas Board meeting at the BetMGM Office in

New Jersey. The Board engaged in a deep dive

business review with the BetMGM senior

leadership team, attended a town hall discussion

and Q&A session as well as spending time with

members of the wider BetMGM workforce.

Pierre Bouchut site visit to Lisbon to meet the

Portugal team and the regional Customer Care hub

supporting our LatAm operations.

October

September

Pierre Bouchut and Edmond Mesrobian undertook

a three-day site visit to Hyderabad. The visit

included floor walks and presentations showcasing

the Group’s approach to transforming product and

technology, platform modernisation and

localisation, sports betting for the future,

developing a winning global gaming strategy and

time spent listening, discussing strategic priorities

and exploring product development opportunities

with the India leadership team.

4Virginia McDowell and Helen Ashton attend

the Global Engagement Conference and

Virginia McDowell hosts an employee

engagement day, including a lunch meeting

with the members of the Black

ProfessionalsNetwork.

4All day Strategy Board.

4Helen Ashton site visit to Gibraltar, meeting a

variety of teams including Finance,

Governance and Customer Care. Helen was

given a tour of the new Gibraltar campus

(due to open in March 2026) and met with

the Minister of Justice, Trade & Industry, Nigel

Feetham.

4Helen Ashton visit to the Nottingham Office

spending time with our Finance team and

hosting a town hall discussion.

4Stella David and Rob Wood visit to

Hyderabad with the Executive Committee.

2026

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Reporting against the UK

Corporate Governance Code

Entain plc Annual Report 2025 113

Entain plc:

The Board must act with integrity and is collectively responsible for establishing the Company’s purpose,

values and strategy as well as overseeing the conduct of its business and promoting the long-term

sustainable success of the Group, generating value for shareholders and contributing to wider society.

The Board sets the strategic direction of the Group, approves the strategy, annual budget and three-year

forward-looking plan. It takes appropriate action to ensure that the Group is suitably resourced to achieve its

strategic aspirations.

The Board considers the impact of its decisions and its responsibilities on all stakeholders, including

colleagues, shareholders, regulators, customers, suppliers and the communities in which we operate. The

Board discharges its responsibilities directly or, to assist it in carrying out its function of ensuring effective

independent oversight and stewardship, delegates specified responsibilities to its committees. Details of how

the Board fulfilled its responsibilities in 2025, as well as key topics discussed and considered by the Board

Committees, can be found in this Directors’ Report.

Audit & Risk Committee

Oversight and review of financial reporting processes, the Group’s

system of internal control, including internal financial controls, the

appropriateness and effectiveness of the enterprise risk management

framework and principal risks and the work undertaken by Internal

Audit and the Group’s Statutory Auditor, KPMG. During 2025, the

Committee has focused on the framework and assurance process for

assessing the effectiveness of material controls in preparation for

compliance with Provision 29.

Read more: page 116

Chief Executive Officer

The Chief Executive Officer is responsible for the management of all aspects of the Group’s business,

developing strategy in conjunction with the Chair and the Board, and leading its execution. The Board

delegates authority for the operational management of the Group’s business to the Chief Executive Officer for

further delegation in respect of matters that are necessary for the effective day-to-day operations and

management of the business. The Board holds the Chief Executive Officer accountable for discharging her

delegated authorities.

Executive Committee

The Executive Committee comprises the Chief Executive Officer, Chief Financial Officer & Deputy CEO, Chief

Commercial Officer, UK, ANZ, NCE & CEE, Chief Commercial Officer, Americas & Southern Europe, Chief

Product & Technology Officer, Group General Counsel & Chief Customer Care Officer, Chief People Officer and

Chief Operating Officer. It supports the Chief Executive Officer in the day-to-day management of the

business, implementation of strategy and financial performance.

Disclosure Committee

The Disclosure Committee comprises the Chief Financial Officer & Deputy CEO, Group General Counsel &

Chief Customer Care Officer, Group Deputy General Counsel - Corporate, Deputy Chief Financial Officer and

Group Company Secretary. It is responsible for overseeing the Group’s disclosure obligations, pursuant to the

Financial Conduct Authority’s Listing Rules and Disclosure Guidance and Transparency Rules, as well as

complying with UK Market Abuse Regulation.

Entain Leadership Team

Business and functional leaders who own delivery of business strategy and communications across Entain.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Reporting against the UK

Corporate Governance Code

114 Entain plc Annual Report 2025

Chair

Pierre Bouchut

Non-Executive Chair

Provides effective leadership of the Board and promotes the highest

standards of corporate governance practices.

Leads the Board in providing strong strategic oversight and setting the

Board’s agenda, culture and values.

Leads the Board in challenging management’s thinking and proposals,

and fosters open and constructive debate among Directors.

Maintains internal and external relationships with key stakeholders and

communicates shareholders’ views to the Board.

Organises periodic monitoring and evaluation, including externally

facilitated evaluation, of the performance of the Board, its Committees

and individual Directors.

Leads on succession planning for the Board and its Committees,

ensuring appointments reflect diverse cultures, skills and experiences.

Executive Directors

Stella David

Chief Executive Officer

Leads and directs the implementation of the Group’s business strategy,

embedding the organisation’s culture and values.

Leads the Executive Committee with responsibility for the day-to-day

operations of the Group and its financial performance.

Maintains relationships with key internal and external stakeholders

including the Chair, the Board, customers, regulators and shareholders.

Maintains responsibility and accountability for the Group’s and its

employees’ compliance with applicable laws, codes, rules and

regulations, good market practice and Entain’s own standards.

Rob Wood

Chief Financial Officer & Deputy CEO

Supports the Chief Executive Officer in developing and implementing

Group strategy and recommends the annual budget and long-term

strategic plan.

Leads the Finance function and is responsible for effective financial

reporting, including the effectiveness of the processes and controls, to

ensure the financial control framework is robust and fit for purpose.

Maintains relationships with key stakeholders including shareholders.

Leads the Disclosure Committee to ensure the Group meets its disclosure

and reporting requirements as well as releasing material and accurate

information to the market on a timely basis.

Senior Independent Director

David Satz

Independent Non-Executive Director & Senior Independent Director

Supports the Chair, acting as an intermediary for Non-Executive

Directors when required.

Leads the Non-Executive Directors in evaluating the performance of the

Chair, supporting the clear division of responsibility between the Chair

and the Chief Executive Officer.

Listens to shareholders’ views if they have concerns that cannot be

resolved through the normal channels. Leads an orderly succession

process for the Chair.

Non-Executive Directors

Constructively challenge and contribute to the development and

approval of Group strategy.

Challenge and oversee the performance of management.

Ensure that financial information is accurate and that both controls and

the system of risk management are effective and robust.

Contribute to the assessment and monitoring of culture. Maintain internal

and external relationships with the Group’s key stakeholders.

Director meeting attendance for 2025

The Board had 11 scheduled meetings in 2025. During the year

therewere a series of additional calls between scheduled meetings to

discuss a variety of matters ranging from Board succession planning

andappointments, trading updates, funding arrangements and

regulatoryconsiderations.

Scheduled Meetings

attended

Meetings eligible

to attend

Chair

Pierre Bouchut

11 11

Executive Directors

Stella David

11 11

Rob Wood

10 10

Non-Executive Directors

Helen Ashton

11 11

Amanda Brown

11 11

Michael Goldberg

7 7

Ronald J Kramer

2 2

Virginia McDowell

11 11

Edmond Mesrobian

7 7

David Satz

11 11

Ricky Sandler

11 11

Rahul Welde

11 11

Notes:

Directors are expected to attend all scheduled Board meetings. In 2025, all scheduled Board

meetings were held in London except the overseas Board meeting in New Jersey inJune.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Reporting against the UK

Corporate Governance Code

Entain plc Annual Report 2025 115

During 2025, the Board focused on Entain’s key strategic priorities,

financial performance, operational excellence, organisational design,

product and technology roadmaps, modernisation and resilience of the

core Entain platform and the evolving regulatory landscape. With the

support of the Capital Allocation Committee, the Board has kept under

review its portfolio of assets with a clear focus on achieving the long-

term success of the Company and unlocking shareholder value.

TheBoard continued to keep abreast of significant regulatory

challengesand received updates on progress in enhancing compliance

standards toaddress remedial actions agreed under the Deferred

Prosecution Agreement with the Crown Prosecution Service, the timely

execution of the AUSTRAC related AML uplift plan and other relevant

regulatory issues.

Capital Allocation Committee

The Capital Allocation Committee has met regularly throughout 2025

with the primary objective of evaluating our portfolio of assets and

exploring options to unlock value and maximise shareholder returns.

TheCommittee has continued to review the execution of the Group’s

organic growth strategy and assess capital allocation opportunities.

Future ownership options for BetMGM, its US joint venture, have been

explored and debated as well as the valuation of its CEE assets as part

of ongoing dialogue on ownership with our Minority Partners.

The Committee has also monitored the Company’s debt funding and

leverage position during the year. The Committee has supported the

Board in the approval of refinancing actions taken to strengthen the

Group’s liquidity position, reduce financing costs and extend debt

maturities, which included the review of the terms and rationale for

thehigh yield bond launched in November.

As we start 2026, the Committee remains committed to keeping the

Group’s capital allocation policy under review, making recommendations

to the Board to maximise shareholder value as appropriate and

continuing to monitor the strategic opportunities.

Board

As an Isle of Man incorporated company, Entain is not subject to the

reporting obligations under section 172 of the Companies Act 2006 (UK).

Nevertheless, the Board recognises the importance of effective

governance and operates in line with the UK reporting requirements.

TheBoard meetings are a key mechanism for Directors to discharge

their duties, notably under section 172 of the Companies Act 2006 (UK).

An overview of the Board’s key activities and discussions and how the

interests of the Group’s key stakeholders were considered are set

outbelow.

Key to stakeholder groups:

Shareholders Customers Suppliers

The Community Regulators Colleagues

Strategy

Execution of group strategy

4 Regular updates on priorities and improving capabilities for execution

of core digital and retail business strategies.

4 Oversight of and challenge to proposed steps and progress

accelerating Sportsbook product and platform enhancements.

4 Two-day session validating the Group strategy and fine tuning the

strategic priorities of driving organic growth, expanding margins and

delivering strong and sustainable cash generation to create

significant stakeholder value and delivering the most entertaining

player experiences to customers supported by in-market leading

player protection.

4 Review of strategic options in the US, including consideration of

additional value creation levers and emerging gaming verticals.

4 Oversight of initiatives to simplify the organisational structure,

execute operational efficiencies, deliver cost saving initiatives and

better ways of working in order to drive superior customer

experiences, organic growth and long-term value creation.

M&A activity

4 Continued to review updates on the performance of recent

acquisitions and strategic investments.

4 Received updates on the work of the Capital Allocation Committee.

4 Review of non-core strategic investments.

4 Oversight of key efficiency initiatives and delivery against operational

and capital expenditure targets.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Reporting against the UK

Corporate Governance Code

Board activities during 2025

116 Entain plc Annual Report 2025

Performance

Business updates

4 Deep dives on key markets, including the UK, US, CEE, Brazil, Italy,

Spain, Canada, Australia, New Zealand and Belgium.

4 Review of strategic opportunities and mitigating actions relating to

UK tax increases.

4 Monitored performance and debated strategic opportunities relating

to BetMGM.

4 Evaluation of marketing efficiency across key markets.

4 Kept under review customer operations transformation, revised

target operating model and location strategy.

Financial updates

4 Approved the 2026 budget and reviewed the three-year plan

through to 2028.

4 Closely monitored leverage and cash flow.

4 Discussed capital allocation and approved the continued progressive

dividend policy.

4 Kept under review the Group’s podium positioning, market share,

competitor analysis and Business KPIs.

4 Monitored and debated the wider macroeconomic and geopolitical

environment and its potential impact on our business.

4 Received weekly financial performance updates for both Entain

andBetMGM.

4 Considered the Group’s funding and debt structure, including

theapproval of refinancing arrangements and launch of a high

yieldbond.

Regulatory developments

4 Received regular regulatory and legal updates from the Group

General Counsel.

4 Continued to monitor progress with the remedial actions under

theDeferred Prosecution Agreement and the developing situation

with AUSTRAC.

4 Received updates on regulatory developments and themes relating

to deposit limits, advertising, jurisdiction controls and player

refundlitigation.

4 Monitored the changing regulatory landscape and performance of

the Group’s operations in Brazil following regulation on 1 January

2025.

Risk

4 Approved the Group’s principal risks and challenged management on

the mitigating actions being taken to manage Entain specific risks,

including emerging risks.

4 Kept under review the risks associated with the illegal gambling

market and the growth of illicit operators, particularly the adverse

impact on player harm and erosion of market share. The Board

received updates on management’s proactive industry leadership

efforts to tackle the illegal gambling market.

4 Received updates on the multi-year programme to strengthen the

Enterprise Risk Management Framework and reviewed the Group

risk register as well as the material controls falling within scope of

Provision 29.

4 Reviewed and approved the Group’s annual long-term

viabilitystatement.

People and culture

4 Comprehensive review of the strategic people agenda and priorities.

4 Discussed executive succession planning and reviewed the refreshed

‘Knowing Our Talent’ talent development programme.

4 Kept under review progress in implementing the Podium

Performance management framework.

4 Oversight of the operating model and organisational design.

4 Received updates and provided feedback on the results of the annual

employee engagement survey.

Responsible gambling

4 Player Protection remained a key area of focus for the Board during

2025 with regular reviews of the utilisation of safer gambling tools,

the number and type of interventions, customer account reviews

andthe volume of self-excluding players and operator

excludedcustomers.

Product & Technology

4 Received regular updates on the Product & Technology operating

model, platform strategy, CRM transformation and key initiative

roadmaps and priorities.

4 Kept under review the Tech debt plan to modernise the core platform

and address legacy issues in areas of IT operations, tech compliance

and cybersecurity.

4 Conducted deep dives into Sports Trading and Pricing Excellence,

Player Experience and Platform Performance.

4 Discussed AI opportunities to refactor legacy code, accelerate

product and technology capabilities and enhance user experience

and customer journeys.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Reporting against the UK

Corporate Governance Code

Entain plc Annual Report 2025 117

Governance

Market updates & regulatory disclosures

4 Approved the Notice of Meeting for the AGM.

4 Reviewed and approved the Annual Report and Accounts following

recommendations from the Audit & Risk Committee.

4 Considered key market updates and disclosure obligations in respect

to Full Year and Half Year results, quarterly trading performance,

BetMGM trading updates and Chair, CEO and Non-Executive

Directorappointments.

Investor Relations

4 Received feedback from investor meetings and roadshows from the

Chair, Executive Directors and Director of Investor Relations.

4 Considered external reviews of investor feedback on Entain’s

performance and governance.

Board Governance

4 Kept under review the Schedule of Matters Reserved for the Board.

4 Reviewed and approved the Delegated Authority Framework and

refreshed Conflicts of Interest Policy and Register.

4 Conducted an externally facilitated annual evaluation based on

questionnaires covering the effectiveness of the Board, its

Committees and the performance of the Chair and

individualDirectors.

4 Reviewed and approved the Modern Slavery Statement and Public

Tax Statement.

Board succession

4 Engaged with Sam Allen Associates throughout the year as part

ofongoing succession planning for Non-Executive Directors and

CFOsuccession.

4 Conducted a detailed Chief Executive Officer search with the support

of Odgers.

4 Engaged Egon Zehnder to lead on the Chair search.

Composition, succession and evaluation

Board commitment, balance and independence

The Board keeps under review and remains satisfied that each Non-

Executive Director devotes sufficient time to the role in order to discharge

his or her responsibilities and duties effectively. The Chair, Senior

Independent Director and other Non-Executive Directors each have

letters of appointment and do not serve in an executive capacity.

Excluding the Chair, of the remaining ten Directors, seven are

independent Non-Executive Directors. Due to his relationship with

Eminence Capital LP, a shareholder holding more than 5% of the

Company’s issued share capital, Ricky Sandler is considered a Non-

Independent Non-Executive Director. The People & Governance

Committee keeps the independence of the Board under review and is of

the opinion that the Board has an appropriate combination of executive

and non-executive, in particular independent non-executive directors,

and complies with the Code recommendations.

Board appointments are made following a formal and transparent

process facilitated by the People & Governance Committee, typically with

the aid of external search consultants. All directors are subject to annual

re-election at the AGM.

Directors are required to obtain formal approval from the Board ahead of

undertaking any new external appointments. Before accepting an

additional role, Directors must declare the existence of any potential or

actual conflicts, confirm that the role will not breach overboarding limits

and provide the necessary assurance that the appointment will not

adversely impact their ability to continue to fulfil their role as a Director. In

each case before granting its consent, the Board will consider carefully

whether there would be any impact on the time commitment required for

each Director, or on the independence and objectivity required to

discharge the agreed responsibilities of each role. During 2025, there

were two requests that did not raise any concerns for the Board.

At the time of Stella David’s appointment as Interim CEO in February

2025 and permanent CEO in April 2025, the Board carefully considered

her external mandates as Chair of Norwegian Cruise Line Holdings Ltd

and Non-Executive Director on the Board of privately-owned Bacardi

Limited. The Board continues to keep the required commitment for these

external mandates under review. The People & Governance Committee

formally reviewed these external directorships in December and was

satisfied that Stella continues to manage these additional commitments

with no detriment to the quality and effectiveness of her role as CEO.

Conflicts of interest policy

The Board has a Conflicts of Interest policy and an annual conflicts

authorisation process, whereby the Board reviews and approves

Entain’s Conflicts of Interest Register and seeks confirmation from each

Director of any changes or updates to their position.

This authorisation process informs the People & Governance

Committee’s assessment of a Non-Executive Director’s independence

and ability to devote sufficient time to their role when proposing that

Director for re-election at the AGM.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Reporting against the UK

Corporate Governance Code

118 Entain plc Annual Report 2025

Director induction, training and development

The Chair is assisted by the Group Company Secretary in providing all

new Directors with a comprehensive induction programme on joining the

Board. The induction programme provides new Directors with an

understanding of their duties as Directors, the Group, its businesses and

the markets and the regulatory environment in which it operates. This

includes meetings with senior executives and their direct reports. The

programme also provides an overview of the Group’s governance

practices. Non-Executive Directors will have further content tailored to

the Board Committees that they join.

Michael Goldberg and Edmond Mesrobian each received an induction

programme following their appointment. This included one-to-one

meetings with our Executive Committee, commercial and functional

leaders and our Director of Internal Audit.

The Chair has overall responsibility for ensuring that Directors receive

suitable training to enable them to carry out their duties. Training is also

provided by way of reports and presentations prepared for each Board

meeting, as well as meetings with Group employees and external

advisers. During 2025, we arranged lunch and learn sessions during the

Board meeting agenda that gave the Directors the opportunity to

discuss and receive a deeper understanding of cybersecurity risks,

progress with the ongoing cybersecurity maturity programme, anti-

competition rules and implications, AI governance and opportunities, and

the growth of prediction markets.

The e-learning training modules, that are mandatory for all staff, were

made available to all Directors relating to Ethics, Fraud and Anti-Money

Laundering, cybersecurity and data privacy and safety, sustainability

and wellbeing.

The Directors have access to independent professional advice at the

Group’s expense, as well as the advice and services of the Group

Company Secretary, who advises the Board on regulatory and corporate

governance matters.

Board evaluation and effectiveness

In line with recognised best practice, Entain undertakes Board reviews

on an annual basis to increase Board effectiveness and to identify areas

for improvement. Entain engaged Lintstock Ltd towards the end of 2025

to conduct a review of the performance of the Board and its Committees.

Lintstock is an advisory firm that specialises in Board Reviews and has

no other connection with the Company or individual Directors.

The scope and objectives of the review were agreed following a briefing

meeting with Lintstock. Lintstock collaborated with the Chair and the

Group Company Secretary to design a bespoke line of enquiry tailored to

the business needs of Entain. As well as covering core aspects of

governance such as Board information and support, composition and

dynamics, the review considered people oversight, strategy and aspects

of the wider market environment relevant to Entain. The review had a

particular focus on the following themes:

4 Oversight of key external developments, including UK tax increases.

4 How the Board can best support execution of Entain’s strategy.

4 Priorities for the new permanent CEO.

Lintstock found that the Directors engaged constructively with the

review, which identified the Board composition and the quality of

support available to Directors as particular strengths. Improvements

were also identified in the Board’s monitoring of key stakeholders and

relevant external developments. The review identified a number of

priorities for the Board, including:

4 Focusing on strategy development and monitoring execution,

ensuring that there is clarity around strategic priorities and further

strengthening progress tracking.

4 Supporting the Company’s talent management processes and

continuing to develop succession planning.

4 Continuing to build the Board’s understanding of the business and

market, including getting closer to operations, maintaining the

programme of site visits, and enhancing the view of customers and

other stakeholders.

Lintstock’s reports were shared and considered by the Board with

actions being agreed for implementation and monitoring.

The review included a comparison of the Board’s performance against

the Lintstock Index, drawn from over 200 of Lintstock’s recent mandates.

This provided a balanced view of the Board’s strengths and priorities,

placing its performance into context.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Reporting against the UK

Corporate Governance Code

Entain plc Annual Report 2025 119

Upholding the

highest standards

of leadership and

governance whilst

fostering an

inclusive culture.”

As Chair of the People & Governance

Committee, I am pleased to provide

this update – my first since being

appointed as the permanent Chair in

August 2025 – highlighting the

Committee’s activities over the past

year. Following the changes at the top

of the organisation early in the year,

both the Committee and the Board

dedicated considerable effort to

recruiting a new permanent Chief

Executive Officer and Chair.

With the appointment of Stella David as Chief Executive Officer in

April2025, we took the opportunity to review and refine the profile

andrequirements for the Chair position. Due to adjustments in my own

commitments, I was able to put myself forward for the role, and I am

pleased to report that the Board was unanimous in its support of

myappointment.

The Committee is dedicated to maintaining a Board that exemplifies

astrong blend of skills, experience, and diversity, ensuring effective

leadership and ongoing value for shareholders. We were pleased to

welcome Michael Goldberg and Edmond Mesrobian as independent

Non-Executive Directors on 14 May 2025, both of whom bring valuable

expertise that further strengthens our Board. These appointments reflect

our focus on selecting individuals whose talents and perspectives will

drive the Company forward. While their appointments led to a shift in the

Board’s gender balance to 36.4% female representation at the end of

December 2025 (December 2024: 40.0%), we remain steadfast in our

commitment to advancing gender diversity at both Board and leadership

levels. We are making good progress with an externally facilitated Non-

Executive Director search process, and I am confident we shall be in a

good position to add a high calibre candidate to complement our current

Board composition at the same time as strengthening diversity. Entain

continues to meet the Parker Review’s target, with at least one Board

member from an ethnic minority background, underscoring our ongoing

dedication to inclusive leadership.

As I stated in last year’s report, the Committee is committed to upholding

the highest standards of leadership and governance whilst fostering an

inclusive culture. During the year, the Committee oversaw a variety of

initiatives aimed at building a robust succession pipeline for Board and

senior management appointments; ensuring that our workforce policies

and procedures continue to positively influence the Group’s culture;

promoting diversity; and enhancing employee engagement, retention,

and wellbeing. In fulfilling its oversight responsibilities, the Committee

conducted an in-depth review of the principal risk, Attracting and

Retaining Key Talent, with particular attention to five risk areas, which

are detailed further in the report below. At the Committee’s request, a

KPI Dashboard was created to track how the People function is enabling

business performance, building a strong talent bench, and developing

our culture.

Throughout the year, the composition of the Committee was aligned

with Provision 17 of the UK Corporate Governance Code (the “Code”)

which requires the majority of members of the nomination committee to

be independent non-executive directors.

I wish to express my gratitude to my fellow Committee members for their

dedication throughout the year, and to extend special thanks to the

People function for their unwavering efforts in cultivating a culture that

empowers every employee to excel and contribute their fullest potential

to the organisation.

Pierre Bouchut

Chair of the People & Governance Committee

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

People & Governance Committee Report

120 Entain plc Annual Report 2025

The role of the Committee

The role of the Committee is to lead the process for appointments to the

Board and satisfy itself that plans are in place for an effective succession

to the Board and leadership team with due regard for the benefits of

diversity – including gender, social and ethnic backgrounds and cognitive

strengths. The Committee ensures that appropriate procedures are in

place for the training and evaluation of Directors; reviews workforce

policies and practices, and monitors their consistency with the

Company’s purpose, strategy and values; and reviews developments in

law, regulation and business practice relating to corporate governance.

Key responsibilities of the People & Governance Committee

4 Ensuring that there is a formal, rigorous and transparent procedure

for appointments to the Board.

4 Leading the process for appointments and making recommendations

to the Board.

4 Assisting the Board in ensuring its composition is regularly reviewed

and refreshed, taking into account the length of service of the Board

as a whole, so that it is effective and able to operate in the best

interests of shareholders.

4 Overseeing the development of a diverse pipeline for succession

forappointments to the Board and senior management positions.

4 In conjunction with the Board, setting measurable targets for

diversityand inclusion in relation to the Board and senior

management positions.

4 Reviewing workforce policies and practices, in particular those which

have an impact on diversity and inclusion, culture, employee

engagement and wellbeing.

The Committee’s Terms of Reference were reviewed by the Committee

during the year and it was agreed that no changes were required. The

Terms of Reference can be found on the Company’s website at

entaingroup.com/about-entain. The Committee has operated in line with

its Terms of Reference throughout the year.

Committee membership and attendance

At the end of the financial year the Committee was comprised of the

following five members: Amanda Brown, Virginia McDowell, Ricky

Sandler, Rahul Welde and Pierre Bouchut, who was appointed as Chair

of the Committee replacing Stella David, who stepped down as Chair of

the Committee following her appointment as Interim Chief Executive

Officer on 11 February 2025.

Regular attendees at Committee meetings included the Chief Executive

Officer and the Chief People Officer. Other individuals and external

advisers were invited to attend as and when appropriate and necessary.

The Committee held five meetings during 2025. Committee members

are expected to attend all scheduled meetings. Committee member

attendance at the meetings was as follows:

Committee Member

Number of

scheduled

meetings

attended

Number of

scheduled

meetings

eligible to

attend

Number of

ad hoc

meetings

attended

Number of

ad hoc

meetings

eligible to

attend

Pierre Bouchut

(Chair)

3 3 2 2

Amanda Brown

3 3 2 2

Virginia McDowell

3 3 2 2

Ricky Sandler

3 3 2 2

Rahul Welde

3 3 2 2

1. Appointed as Chair of the Committee with effect from 11 February 2025.

Activities

Board appointments

Below we set out details of Board appointments made during the

financial year ended 31 December 2025. Recruitment support at Board

and senior management level was provided during the year by

independent search firms, including Sam Allen Associates, Egon Zehnder

and Odgers. Other than their engagement in connection with these

processes, none of these firms has any other connections with the

Company or individual Directors.

The Board appointed two sub-committees, under the oversight of this

Committee, to run the search processes for the roles of Chief Executive

Officer and Chair. This approach reflected the importance of both

appointments and the need to ensure a rigorous, well-governed process

with sufficient focus to identify the best candidates. Each sub-committee

comprised three Board members and was responsible for overseeing the

relevant search process, including engagement with external advisers.

Chief Executive Officer

Stella David was appointed as the Company’s permanent Chief

Executive Officer in April 2025, having acted as Interim Chief Executive

Officer since February 2025 and previously from December 2023 until

September 2024.

Although the Committee and the Board had considered a number of

candidates for the role, given Stella’s broad experience, strong track

record, and the pivotal role that she had played in shaping, implementing

and executing the ongoing delivery of Entain’s strategy, the Board was

unanimous in its agreement that Stella was the most suitable candidate

for the role. The appointment was confirmed in an announcement

released on 29 April 2025.

Chair

Following Stella David’s appointment as Interim Chief Executive Officer

in February 2025, as the Senior Independent Director, Pierre Bouchut

was deemed to be the most suitable Board member to assume the role

of Chair on an interim basis.

During the following months, the Company undertook a search for a new

permanent Chair. The sub-committee members met with potential

candidates and put forward a shortlist for the Committee’s

consideration. During the process the sub-committee progressively kept

the Chair role specification under review and took feedback from other

Board members.

In July 2025 Pierre Bouchut informed the Board that his personal

circumstances had changed and he was interested in taking on the role

on a permanent basis. It was recognised that Pierre knew the sector well

and had a deep understanding of the Group’s underlying business

dynamics and strategic priorities. Having considered Pierre alongside the

shortlisted candidates, the Committee felt confident that his continued

leadership would provide consistency and stability ensuring the Board’s

continued focus on its commitment to delivering value to all stakeholders.

Taking these factors into consideration, the Board approved the

recommendation of the Committee that Pierre be appointed to the role of

Chair on a permanent basis.

Non-Executive Directors

In May 2025, Michael Goldberg and Edmond Mesrobian were, on the

recommendation of the Committee, appointed as Independent Non-

Executive Directors of the Board. On appointment Michael Goldberg was

appointed as a member of the Capital Allocation Committee and

Edmond Mesrobian was appointed as a member of the Sustainability &

Compliance Committee.

As part of its remit to lead the process for appointments to the Board, the

Committee is currently in a process with the support of Sam Allen

Associates to identify potential Non-Executive Director candidates who

would add further value, bench strength and diversity to the Board.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

People & Governance

Committee Report

Entain plc Annual Report 2025 121

Group Chief Financial Officer

On 11 December 2025 we announced that Rob Wood would be stepping

down as Group Chief Financial Officer and Group Deputy CEO in 2026 and

that Michael Snape had been appointed to succeed Rob as Group Chief

Financial Officer. Michael joined the Group as CFO Designate on 5 February

2026 and will formally take on the role of Group Chief Financial Officer on 6

March 2026. At this point he will also join the Board as an Executive

Director. Although Rob Wood steps down from his role and the Board with

effect from 6 March 2026, he will remain with Entain until June 2026 to

ensure an orderly transition of responsibilities.

All Board members were actively involved in the recruitment of the new

Group Chief Financial Officer, including the scoping of the candidate

specification and considering the implications of the appointment for

organisational structure and development of the Finance function.

Shortlisted candidates were interviewed initially by the Chair and Chief

Executive Officer and subsequently met with various Committee and Board

members. The process for agreeing the terms of the appointment was led

by the Chair of the Remuneration Committee and the terms were

subsequently approved by the Board. Details on the terms can be found in

the Directors’ Remuneration Report on page 134.

Board composition and Board Committees

The Committee keeps the composition of the Board and its Committees

under regular review to ensure that the Directors, in their roles as members

of the Board and members of the Board Committees, as a collective, have

the right skills, experience and knowledge to discharge their responsibilities.

The Committee also keeps under review longer-term succession planning

for the Board and its Committees.

During the financial year the composition of Entain’s Board Committees

met the requirements of the Code and Entain’s own Terms of Reference for

each (with the exception of the Sustainability & Compliance Committee as

stated in its committee report). Changes to the Board and its Committees

during the year were recommended by the Committee to the Board for

approval. The Committee was also notified of changes to the Executive

Committee and senior management structure.

Director reappointment for the 2026 Annual General Meeting

In line with the Code, the Committee conducted a thorough assessment of

the independence, time commitment and overall performance when

proposing each Non-Executive Director for re-election at the 2026 Annual

General Meeting. The Committee remained satisfied that the Non-

Executive Directors continued to act with the utmost independence.

TheCommittee did not identify any time commitment issues in respect of

those Directors standing for re-election at the 2026 Annual General

Meeting. The Board has a strong mix of skills and experience

complemented by individual approaches and thinking styles reflective of

the Directors’ varied backgrounds. The Board members together form a

diverse and effective team focused on delivering shareholder value and

promoting the long-term sustainable success of Entain. As such, the

Committee is of the view that each Director standing for re-election

continues to make an effective and valuable contribution to the success

ofthe Company.

Principal Risk review

During the year, a review was conducted on the principal risk of Attracting

and Retaining Key Talent, with particular attention given to leadership

capabilities, organisational structure, recruitment and retention, data

integrity, and the talent pipeline. The Committee was briefed on various

measures aimed at strengthening leadership across the business, including

the launch of the ‘Knowing our Talent’ initiative in July, which seeks to

identify future leaders and establish tailored personal development plans.

Additionally, the Committee received updates on the potential evolution of

the structure of the Group as part of an ongoing programme of

centralisation and optimisation. Progress in employee retention was

highlighted, alongside enhancements to data management systems and

the introduction of initiatives designed to advance staff skills and cultivate a

robust talent pipeline.

Diversity, equity and inclusion

The Committee received regular updates throughout the year on initiatives

aimed at advancing diversity, equity, and inclusion across the business.

Notably, these updates highlighted the launch of a DE&I recruitment data

pilot in the UK, which invited job applicants to voluntarily share their

demographic information. This approach was designed to help assess the

diversity of recruitment sourcing and selection processes. Encouraged by

the positive response from applicants, the initiative has been implemented

on a permanent basis. It may be expanded to other countries where we

operate, subject to local legislation. The Committee was also kept informed

about the ongoing development of the Group’s employee networks –

Women at Entain, Black Professionals at Entain, and Be You, our global

LGBTQ+ network – as well as the various events organised to support

these communities. Regular reports included details of employee

engagement activities, such as a Global Gaming Women event, the

Leadership Apprenticeship programme, an inclusivity day for Retail

teammembers, and panel discussions focused on topics such as allyship

and inclusivity.

Further details on diversity, equity and inclusion can be found on page 62.

During the year the Committee reviewed the Group Diversity, Equity &

Inclusion Policy (including Board diversity) – no material changes were made.

The policy can be found on our website at entaingroup.com/about-entain.

Talent development

The Committee was kept up to date with the progress of leadership and

talent development initiatives, including the 2025 Talent Development

Programme focused on performance, growth and leadership; the

performance assessment process developed to provide employees with

regular feedback and performance reviews linked to bonuses; the roll out of

a talent identification system; and leadership development and assessment

programmes to equip leaders with skills to support their teams.

Other reviews

The Committee received regular updates on employment data including

details of attrition rates, and employee relations which have remained

stable across the Group, in part attributable to earlier and more effective

case resolution. During the year a KPI Dashboard was created to support

the tracking of the People function’s work to support business performance,

build a strong talent bench, and develop the Group’s culture. A total of 18

KPIs have been applied across five categories including organisational

talent strength and performance and productivity. At the end of the year

the Committee received a review of the 2025 workforce engagement

programme and details of the plans for 2026, including actions being taken

to address feedback from the 2025 Your Voice survey. A key priority for the

workforce engagement programme has been to increase Board visibility

and listening with Board members undertaking a number of visits to

operations across the Group and taking part in employee conferences.

The Committee reviewed the data submitted to the FTSE Women Leaders

Review and the Group’s 2024 Gender Pay Gap Report both of which are

reported in this Annual Report (see pages 164 and 152). The Committee

undertook its regular review of the Group’s Policy on Outside Appointments

for Executive Directors – no changes were made to the policy during

theyear.

Committee evaluation

Entain undertakes a review of the Committee’s performance on an annual

basis to increase effectiveness and to identify areas for improvement. In

2026, Lintstock conducted a review of the performance of the Committee

as part of the Board Review process.

Lintstock found that the Committee members engaged well with the

review and the overall findings were positive. The review had a particular

focus on the oversight of Board appointments over the past year, including

the Chair and CEO, as well as the Committee’s effectiveness in overseeing

the attraction and retention of talent as one of Entain’s principal risks. A key

priority for 2026 remained Board succession planning with a particular

focus on diversity.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

People & Governance

Committee Report

122 Entain plc Annual Report 2025

The Committee remains

focused on supporting the

continued strengthening of

the Group’s financial reporting,

risk management and internal

control environment.”

I am pleased to introduce this year’s

Audit & Risk Committee Report. During

2025, the Committee has continued to

focus on enhancing the Group’s

financial reporting, risk management

framework and internal control

environment. I would like to thank my

fellow Committee members and

colleagues across the business for

their continued engagement and

support throughout what has been

aprogressive and constructive year.

During the year, I have met regularly with members of the senior

management team, particularly across Finance, Internal Audit, Risk and

Technology as well as our External Auditor. These discussions have

provided valuable insight into the work underway to further strengthen

core processes and our internal control environment. They have also

provided assurance that the reports received by the Committee reflect

the good progress being made as we continue to mature and innovate

our approach to risk management, platform resiliency, cybersecurity

controls and the general IT control environment. Much of our time has

been dedicated to reviewing and challenging the Group’s financial

reporting, including the judgements, estimates and disclosures

underpinning the half-year and year-end results. A summary of the

principal accounting matters considered by the Committee is set out on

page 129.

The Committee has worked closely with management and overseen the

continued embedding of the Enterprise Risk Management (“ERM”)

Framework. We reviewed progress in strengthening risk identification

and assessment, debated the evolution of principal and emerging risks,

and engaged with management on the process to refresh risk appetite

statements. This work has been pivotal as the Group prepares for the

enhanced governance expectations under Provision 29 of the UK

Corporate Governance Code (the “Code”), including future reporting on

the effectiveness of material controls.

The Committee has been regularly updated on key technological

initiatives. Management has taken steps to strengthen platform and

system resilience, disaster recovery capabilities as well as improve

documentation of core processes and material controls. While certain

initiatives will continue into 2026, the Committee has welcomed the

increased structure and visibility introduced during the year and the

clearer alignment to long-term strategic priorities.

Internal Audit has continued to play an important role in providing third

line assurance across financial, operational and technology domains.

The Committee has regularly reviewed Internal Audit’s findings and

monitored progress closing open audit actions. While improvements

have been made across several areas, we continue to emphasise the

importance of continued focus on closing open actions and ensuring

clear accountability across the business.

As we look forward to 2026, the Committee will remain focused on the

testing and assurance work to assess the effectiveness of the control

environment as well as overseeing the programmes of remedial work to

strengthen and enhance the maturity of financial controls and

cybersecurity.

I would like to thank colleagues across the Group for their commitment

and contribution during the year. Their efforts remain central to the

progress achieved and our journey of continuous improvement.

Helen Ashton

Chair of the Audit & Risk Committee

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Audit & Risk Committee Report

Entain plc Annual Report 2025 123

The role of the Audit & Risk Committee

We changed the name of the Committee in the first half of the year to

clarify and emphasise the prominence of risk oversight that already fell

within the remit of the Committee and further extended its

responsibilities to provide oversight and assurance for the effectiveness

of the ERM Framework.

Key responsibilities of the Audit & Risk Committee

4 Monitor the integrity of Entain plc’s financial statements and

anyformal announcements relating to the Company’s

financialperformance.

4 Review and challenge significant financial reporting issues,

judgements and estimates in the half-year and annual financial

statements, including the appropriateness of accounting policies

anddisclosures.

4 Review the effectiveness of internal controls, including financial

controls, and ensure management maintains appropriate systems

over financial reporting.

4 Recommend to the Board any proposed, new or amended

accounting policies and consider the assumptions and methodologies

applied by management.

4 Oversee engagement with the external auditor, including its

appointment, reappointment, tenure, rotation, remuneration,

independence, objectivity and the scope and effectiveness of the

external audit.

4 Monitor the policy on non-audit services and ensure such services do

not impair the external auditor’s independence.

4 Oversee the work of Internal Audit and assess the function’s

effectiveness, performance, independence, scope and adequacy

ofresourcing.

4 Review and monitor the effectiveness of the Group’s risk

management systems, including the assessment of principal and

emerging risks and the development of the Group’s risk appetite,

tolerance and strategy.

4 Oversee whistleblowing arrangements, ensuring that concerns can

be raised confidentially, are independently investigated, and that

appropriate follow-up actions are taken.

4 Assess the Group’s viability, including reviewing the supporting

analysis, scenario testing and assumptions used in the viability

statement and going concern assessment.

4 Review compliance with relevant regulatory and governance

requirements, including applicable provisions of the Code.

The Committee reviewed and updated its Terms of Reference during the

financial year, which were subsequently approved by the Board. The

Committee operated in line with its Terms of Reference throughout the

financial year. They are available on the Company’s website at

entaingroup.com/about-entain/corporate-governance/board-

committees.

Audit & Risk Committee membership and attendance

As of 31 December 2025, the Audit & Risk Committee comprised of

three members, all of whom were independent Non-Executive Directors

in accordance with the Code. The Committee is chaired by Helen Ashton,

who has a strong financial background and brings over 30 years of

experience in both public and private equity-backed businesses and is a

qualified Chartered Management Accountant.

The Board remains satisfied that the Committee, as a whole, maintains

an appropriate level of independence and possesses relevant financial,

risk management and commercial experience across various industries,

including the gaming sector, to effectively address the issues it is

required to consider.

In addition to Committee members, standing attendees at each meeting

included the Chief Financial Officer & Deputy CEO, Corporate Finance

Director, Group Financial Controller, Director of Internal Audit, Group

General Counsel & Group Chief Customer Care Officer, Deputy General

Counsel – Corporate, Group Company Secretary and representatives

from the external auditor.

The Committee regularly holds private sessions with the Director of

Internal Audit and the External Auditor without management present.

The Committee Chair also has separate one-to-one meetings with the

Chief Financial Officer, members of the Finance team, the Director of

Internal Audit and Deputy General Counsel – Corporate outside

scheduled meetings to better understand any issues or areas of concern

to be considered by the Committee.

In 2025, the Committee held six meetings. Attendance at the meetings

was as follows:

Committee Member

Number of meetings

attended

Number of meetings

eligible to attend

Helen Ashton (Chair)

6 6

David Satz

6 6

Rahul Welde

6 6

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Audit & Risk

CommitteeReport

124 Entain plc Annual Report 2025

Audit & Risk Committee Report

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

The Board is ultimately responsible for presenting a fair, balanced and understandable assessment of Entain’s position and prospects, which

extends to the half-year and annual financial statements and Annual Report.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Audit & Risk

CommitteeReport

Entain plc Annual Report 2025 125

Entain’s finance department, led by

the CFO &Deputy CEO, prepares and

reviews the financial statements.

Management coordinates with the CEO,

CFO & Deputy CEO and the Chair on

thepreparation of any business model

and strategy.

The Group Company Secretary with

the Chair and the Chairs of the various

Board Committees prepares the

corporate governance statements

andall Board Committee reports.

Entain’s external auditors audit the financial statements and review the half-year

accounts. A comprehensive report is provided to the Audit & Risk Committee, highlighting

key audit matters, areas of focus and findings arising from the audit work.

The Audit & Risk Committee reviews the Annual Report, draft

financial statements and accompanying statements and meets

with the external auditors to consider their findings. The

Committee proposes amendments where necessary,

recommends approval of the financial statements to the Board

and approves the Audit & Risk Committee Report for inclusion

in the Annual Report.

For the annual report, the Remuneration Committee, People

&Governance Committee and Sustainability & Compliance

Committee respectively review their Committee Reports,

propose amendments and make recommendations to

theBoard.

The Board reviews the Annual Report and financial statements, accompanying reports

and recommendations from its Committees and makes changes to the disclosure where

appropriate and approves the final disclosures.

The external auditors prepare their final report (Annual Auditor’s Report) or review report

(Half-Year Results).

The Board approves the Annual Report, year-end financial statements and disclosures

and the half-year report and these are then released to the Stock Exchange and

published on Entain’s website on receipt of the final audit report.

In respect of the financial statements and accompanying reports for the year ended 31 December 2025, the Company has followed the

process detailed above. Having reviewed and challenged the disclosures, the Audit & Risk Committee recommended to the Board that the

financial statements taken as a whole, were fair, balanced and understandable and provided the shareholders with the necessary

information to assess the Group’s performance, business model, strategy and risks facing the business.

Delegation

External Review

Committees’ Review

Board Review

Auditor Reporting to The Board

Board Approval and Publish

Activities

Financial disclosure

The Committee conducted a detailed review of the Group’s full-year and

half-year financial statements together with management before

recommending them to the Board for approval. During the year, the

Committee considered comprehensive reports from management and

the external auditor setting out significant financial judgements and

estimates. Key areas of focus included impairment assessments and

associated contingent consideration, provisioning, exceptional and

separately disclosed items, litigation risks, AUSTRAC proceedings,

regulatory matters and contingent liabilities. The Committee further

monitored progress with the enhancement of impairment modelling,

which improved both the clarity of underlying assumptions and

granularity of insights to cash generating unit performance and

sensitivity. The refinements made supported robust impairment analysis

and facilitated a more efficient audit process. The clarity of disclosures

and compliance with relevant financial reporting standards were

carefully considered to ensure the integrity of the Group’s financial

reporting process.

The Committee reviewed and challenged the Group’s going concern and

long-term viability assessment, which was underpinned by the

modelling of ‘severe but plausible’ downside scenarios covering a three-

year period. In undertaking this review, the Committee considered the

modelling methodology and stress testing outcomes for the failure to

maintain the resilience of technology platforms, the risk of severe data

and large external cyber breaches, severe breaches of AML, Safer

Gambling and licensing conditions, trading and pricing combination risks,

increased taxes and the loss of revenues due to the non-performance of

third party suppliers. A reverse stress test was also conducted to identify

the point at which the business model would fail either through covenant

breaches, liquidity exhaustion or an inability for the Company to meet its

financial obligations. The Committee agreed with the conclusions

reached and the going concern and viability statement for the year

ended 31 December 2025 set out on page 102.

The Committee kept under review the affordability of the Company’s

progressive dividend policy. The Committee assessed cash flow

forecasts and the consideration of relevant downside risks informed by

the long-term viability modelling prior to recommending the proposed

interim dividends paid for the full year for Board approval.

As part of enhancing the financial control environment,

PricewaterhouseCoopers performed an independent review of all the

major Group businesses to assess the maturity of the financial control

environment and to identify areas where controls could be improved or

strengthened. Key observation themes highlighted the need to improve

end to end process and control documentation, upgrade controls over

configuration changes, apply more automation particularly for balance

sheet reconciliations and data integration between systems, reduce

thereliance on manual control activities outside core systems and

strengthen controls over the segregation of duties. The Committee

willoversee and closely track the delivery of agreed remedial actions

during 2026.

As part of its review of the Annual Report and Accounts, the Committee

assessed the consistency between the financial statements and the

accompanying narrative disclosures. The Committee received updates

from management on the verification processes undertaken to confirm

the accuracy and completeness of disclosures throughout the document.

Having reviewed and challenged the disclosures presented, the

Committee concluded that the Annual Report and Accounts for the year

ended 31 December 2025 is fair, balanced and understandable. The

process undertaken to support this assessment is described on page

125. Following this recommendation, the Board reviewed the Annual

Report and Accounts in full and approved its publication.

External audit

The Committee has primary responsibility for overseeing the Group’s

engagement with the Group’s external auditor. The Company’s last audit

tender was in 2018, following which KPMG was appointed as the

Group’s statutory auditor. KPMG was re-appointed as the Group’s

statutory auditor for the financial year ended 31 December 2025 at the

2025 AGM. KPMG has now completed its eighth financial reporting audit

for the Company, and the Committee remains satisfied with KPMG’s

performance working closely with Craig Parkin, the lead audit partner,

who transitioned into the role at the conclusion of the FY 2024 audit. The

Group remains compliant with the requirements of the Statutory Audit

Services for Large Companies Market Investigation Order 2014. As we

go through 2026, the Committee will work closely with management to

plan the tender process for external auditor services to commence before

the end of the current 10-year period, thereby ensuring sufficient time to

plan an orderly transition if required.

The Committee has continued to work closely with KPMG and received

regular updates on audit planning, the auditor’s risk assessment, areas

of focus and observations arising from audit work. There has been

constructive debate and challenge on key financial reporting judgements

with KPMG providing their independent assessment of financial

reporting judgements and the effectiveness of the control environment,

with continued specific focus on the design and operation of general IT

systems and controls. The Committee discussed these findings with

management and requested updates on the actions being taken to

address matters identified. Key audit matters discussed with KPMG are

set out on page 129.

Each year, the Committee reviews the fee structure, resourcing and

terms of engagement for the external auditor and considers the auditor’s

performance and independence before making a recommendation to the

Board regarding reappointment. The Committee satisfied itself that

KPMG has allocated sufficient and suitably experienced resources to

discharge their duties as external auditor.

Effectiveness of the external audit

The Committee assessed the effectiveness of the external audit process

during the year, with input from the Chief Financial Officer & Deputy

CEO, Group Financial Controller and senior members of the Finance

team. In conducting this evaluation, the Committee considered:

4 Independence and objectivity: Ensuring sufficient and comprehensive

safeguards against independence threats.

4 Communication: Assessing the quality, timeliness, clarity, and

relevance of communications, with a focus on constructive feedback

and suggested improvements.

4 Professional scepticism: Evaluating the auditor’s willingness to

challenge management assumptions and exercise

professionalscepticism.

4 Expertise and resourcing: Reviewing the quality of the audit

engagement team, including their industry, sector and technical

expertise, particularly in addressing new activities or

regulatorychanges.

Based on this review, the Committee concluded that the external audit

had been effective and continued to provide robust challenge and

valuable insight. Audit engagement with global KPMG audit teams has

also continued to strengthen during 2025 with enhanced quality and

transparency of audit matters, in particular the process and governance

for the preparation and approval of local statutory accounts. The

Committee will continue to monitor progress in this area during 2026.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Audit & Risk

CommitteeReport

126 Entain plc Annual Report 2025

Non-audit services

The Committee is responsible for the Group’s policy on non-audit

services provided by the external auditor and for approving any such

services in accordance with that policy. The policy requires that, in any

financial year, the total fees for non-audit services provided by the

external auditor, other than those permitted in connection with certain

transactions or regulatory requirements, must not exceed 70% of the

average audit fees paid over the preceding three-year period. This

safeguard is designed to protect auditor independence and ensure

thatnon-audit work does not compromise the objectivity of the

externalaudit.

The policy is reviewed annually, and the Committee receives regular

updates on non-audit services provided by the external auditor and by

other audit firms. During the year ended 31 December 2025, the

Committee monitored the nature and level of non-audit services and

was satisfied that these services did not impair the external auditor’s

independence or objectivity. Where the external auditor was engaged to

perform non-audit work, this was approved in accordance with the

policy and subject to appropriate safeguards to ensure continued

compliance with independence standards.

In addition to their statutory audit duties, KPMG is also engaged where,

as a result of their position as the external auditors or for their specific

expertise, they either must, or the Committee accepts they are best

placed to, perform the work in question. This typically includes

compliance and assurance reviews, certifications, and other advisory

services that are not prohibited under ethical standards. In the year

ended 31 December 2025, their total non-audit fees as a percentage of

audit fees paid to the external auditors was 13.1%.

The Committee was satisfied that the policy remained effective during

2025 and will continue to monitor compliance with the non-audit

services framework in the year ahead.

Risk

There has been good progress in strengthening the ERM Framework

and system of internal control during 2025, as we look to align with best

practices and innovate. This remains high priority as a key enabler for our

business to execute its strategic objectives. Throughout 2025, the

Committee received regular updates on the effectiveness of the ERM

Framework, the evolution of the Group Risk Profile and risk appetite as

well as the work underway to strengthen and continuously improve risk

governance and control discipline.

Throughout 2025, the Committee has overseen the design of a robust

risk-based methodology to identify the Group’s suite of material controls,

informed by existing risk and control frameworks, the outputs of principal

risk deep dives, internal stakeholder insights and external advice. The

Committee was satisfied that a clear and appropriately phased

approach is being adopted to support readiness for the enhanced

reporting requirements under Provision 29 of the Code, and will

proactively review the testing and assurance of the effectiveness of

these material controls during 2026.

The Committee conducted deep dive assessments on the principal risks

allocated by the Board relating to: Trading Liability and Pricing

Management; Price and Service Delivery from Third Party Suppliers;

Technology Platform Resilience; Cybersecurity; and Taxes. During these

assessments, the Committee reviewed risk dashboards and challenged

management, seeking assurance that suitable controls and measures

were in place to monitor, manage and mitigate the relevant top and

emerging risks. Further details of the Group’s principal risks are set out on

pages 94 to 101.

The Committee also reviewed the programme of work led by the Chief

Information Officer to strengthen the control environment supporting the

Group’s technology platforms, including plans to address legacy system

risks, cybersecurity maturity, technology platform resilience, disaster

recovery testing and AI governance. The Committee welcomed the

increased structure and focus being applied during the year and noted

that elements of the programme will continue into 2026 as part of a

multi-year effort to enhance platform and operational resiliency.

Internal Audit

Internal Audit provides independent and objective assurance to the

Board, through the Audit & Risk Committee, that effective and efficient

control processes are in place to identify and manage the risks that could

impact the achievement of the Group’s strategic and operational

objectives. In 2025, Internal Audit continued to evolve its approach,

placing greater emphasis on improvements in technology resilience, and

enhancing the consistency of controls across the organisation in

response to the Group’s evolving risk profile.

The Director of Internal Audit presented regular reports to the Committee

on audit findings, emerging themes, key control observations and

updates on previously identified issues. During the year, Internal Audit’s

work covered a broad range of financial, operational and technology-

related controls aligned to the Group’s strategic priorities and areas of

heightened risk. Areas of focus included:

4 Technology Governance & IT General Controls – including change

management, access management, control documentation,

governance uplift and oversight of remediation actions.

4 Cybersecurity & Resilience – including reviews of cyber governance,

vulnerability management processes and ongoing resilience

improvements.

4 Operational & Process Controls – targeted reviews across several

functions and business units, assessing consistency with Group

standards and identifying opportunities to strengthen process

discipline and governance.

4 Gaming and Operational Compliance Controls – including adherence

to licence conditions, use of key enabling technologies, and staff

training to ensure a robust and compliant control framework.

4 Control Maturity & Documentation Uplift – work aligned to

management’s programme to strengthen material controls and

improve documentation quality.

4 Legacy Systems & Technology Risk Mitigation – assurance over

governance, risk oversight and the actions planned to strengthen

core technology processes.

4 Third-party & Supplier Governance – review of processes for supplier

oversight and internal control expectations.

4 Change Management Processes – evaluation of the control

framework governing technology change activity.

4 Follow-up Reviews – assessments of previously identified issues to

evaluate progress in remediation and the effectiveness of

management’s responses.

4 Thematic Reviews – cross-functional reviews examining consistency

of governance, control expectations and process maturity around key

financial control topics.

After each audit, Internal Audit reported its findings to the Committee,

including management’s agreed actions and proposed timelines for

remediation. The Committee maintained a strong focus on tracking

progress throughout the year and welcomed improvements in several

areas. The Committee has emphasised that timely action closure will

remain a priority in 2026.

As part of the annual internal control evaluation, the Committee

reviewed the effectiveness, independence and capability of the Internal

Audit function. Internal Audit continued to operate with unrestricted

access to information, systems and personnel, and demonstrated the

necessary level of professional scepticism and challenge across its work.

The Committee also reviewed and approved the 2026 Internal Audit

Plan, which reflects the Group’s refreshed risk profile, the ongoing uplift

of the control environment and the multi-year programme of work

underway across finance, technology and operational processes.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Audit & Risk

CommitteeReport

Entain plc Annual Report 2025 127

The Board, supported by the Committee, concluded its annual review

ofthe system of internal control and was satisfied that Internal Audit

continued to provide valuable insight and assurance in the context of

theGroup’s evolving governance, risk and control landscape.

Effectiveness of Internal Audit

The Committee continued to monitor and assess the effectiveness of the

Internal Audit function throughout the year. As part of this assessment,

the Committee held regular private discussions with the Director of

Internal Audit, reviewed the progress of the annual audit plan and

considered feedback from senior management on the quality, value and

impact of Internal Audit’s work.

The Committee considered the scope, coverage and execution of the

audit plan, including the extent to which Internal Audit focused on areas

of heightened risk such as technology governance, cybersecurity,

financial controls and operational processes. The Committee also

reviewed the adequacy of Internal Audit’s resourcing, skills and access

toinformation, and was satisfied that the function continued to operate

with unrestricted scope and maintained appropriate independence

across its work.

In concluding its review, the Committee was satisfied that Internal

Auditremained effective, independent and well positioned to provide

assurance over the Group’s evolving risk and control environment. The

Committee acknowledged the function’s continued role in supporting

improvements to governance, control discipline and process maturity

across the Group.

Whistleblowing policy

The Group maintains a formal whistleblowing framework that enables

employees and third parties to raise concerns in confidence about

potential wrongdoing, misconduct or breaches of the Group’s Code of

Conduct. This framework, set out in the Group’s Speak Out Policy and

approved by the Committee, outlines the categories of disclosure

permitted, the reporting channels available and the procedures followed

once a concern is raised. Individuals are encouraged to raise concerns

either internally to Internal Audit via a confidential service or externally

via the Group’s independent confidential reporting service.

The Committee received regular updates from the Director of Internal

Audit during the year on the number and nature of concerns reported,

the outcomes of investigations and any themes or trends arising from

these cases. These reports enabled the Committee to maintain oversight

of the effectiveness of the arrangements in place and to monitor how

issues raised were assessed and addressed.

The Committee remained satisfied that the Group’s whistleblowing

procedures provide robust and appropriate mechanisms for concerns

tobe raised confidentially, investigated proportionately and followed up

independently. The Committee will continue to keep these arrangements

under review to ensure they remain effective and accessible across

theGroup.

Committee evaluation

Entain undertakes a review of the Committee’s performance on an

annual basis to increase effectiveness and to identify areas for

improvement. In 2026, Lintstock conducted a review of the performance

of the Committee as part of the external Board Review process.

Lintstock found that the Committee members engaged well with the

review, and the overall findings were positive. The review focused on the

Committee’s oversight of accounting and financial reporting, as well as

risk management and internal controls, including preparation for

Provision 29 of the Code.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Audit & Risk

CommitteeReport

128 Entain plc Annual Report 2025

Accounting and key areas of judgement and estimates

During 2025, the Committee determined the following areas of the financial statements to be of significant interest. These matters were discussed

with management and the external auditor to ensure that the level of disclosure and challenge was appropriate and that judgements were applied

on a robust and consistent basis.

Impairment of Goodwill

and Estimation of

Associated Contingent

Consideration

During the year, the Group recognised a significant impairment in respect of its operations in the UK, principally

arising from tax changes announced in the latest national Budget, which reduced forecast post-tax cash flows

and expected long-term returns. Impairments were also recognised in Belgium and the Republic of Ireland,

reflecting revised trading assumptions and prevailing market conditions. The assessment of impairment involves

significant judgement, particularly in relation to the outlook for each market, projected future cash flows and the

determination of appropriate long-term growth assumptions and discount rates. The Committee reviewed

management’s value-in-use assessments, noting that the long-term forecasts were based on the Group’s

Board-approved strategic plan, and considered the key assumptions applied, including the impact of the tax

changes in the UK, growth expectations and discount rates. Following its review, the Committee was satisfied

that the impairment charges recognised and the related disclosures were appropriate and in accordance with

the requirements of IAS 36 Impairment of Assets.

Provisions for

PlayerClaims

During the year, the Group recognised provisions in respect of player claims in Germany and Austria. The

assessment of these matters requires significant judgement, particularly in evaluating the status of ongoing

claims, the likelihood of outflows and the estimation of potential financial exposure. The Committee reviewed

developments during the year, including the progression of individual cases, and considered the legal advice

obtained by management in assessing the probability and quantum of potential liabilities. Based on its review,

the Committee was satisfied that the provisions recognised were appropriate and had been determined in

accordance with the requirements of IAS 37 Provisions, Contingent Liabilities and Contingent Assets.

Provision in relation to the

AUSTRAC Proceedings

During the year, the Group recorded a provision relating to the AUSTRAC proceedings in Australia. The

Committee reviewed the matter in detail, considering developments in the proceedings and the legal advice

obtained by management. Significant judgement was required in estimating the likely outcome and the potential

financial impact. Having considered the information provided, the Committee was satisfied that the provision

recognised was appropriate and that the related disclosures comply with IAS 37 Provisions, Contingent

Liabilities and Contingent Assets.

Contingent Liabilities

andLitigations

The Group is party to a number of other legal proceedings across its operations. While management does not

currently consider an outflow of economic resources to be probable in these cases, there remains inherent

uncertainty regarding the timing and outcome of the proceedings. The Committee reviewed management’s

assessment of these matters, including the legal advice obtained, and was satisfied that the disclosures made in

respect of contingent liabilities appropriately reflect the potential exposures and are in accordance with IAS 37

Provisions, Contingent Liabilities and Contingent Assets.

Separately

DisclosedItems

During the year, certain items have been presented separately in the financial statements due to their size or

nature, in order to provide users with a clearer understanding of the Group’s underlying performance. The

Committee reviewed management’s assessment of these items, including the rationale for separate

presentation, and was satisfied that they have been identified and disclosed appropriately in accordance with

applicable accounting standards and consistent with the Group’s disclosure policy, and that the overall

presentation of these items is fair and balanced.

Matter considered

Conclusions & actions

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Audit & Risk

CommitteeReport

Entain plc Annual Report 2025 129

Strong governance is

essential to our continued

growth and success.”

I am pleased to present the

Sustainability & Compliance Committee

Report for the financial year ended

31 December 2025. In May 2025

we welcomed Edmond Mesrobian

as a member of the Committee and

thank him for his fresh insights. I also

thank Virginia McDowell for her

continued commitment to the work

of the Committee.

The Committee remains dedicated to continuously enhancing the

Group’s compliance and sustainability policies and procedures,

advocating best-in-class governance standards. In collaboration with

senior management, we proactively assess and challenge the adequacy

of resources within compliance teams, ensuring they are fully equipped

to meet their obligations and advance the Group’s long-term strategy for

sustainable growth.

Embedding ethics, compliance, strong governance, and sustainability

at the heart of our strategy is essential to our continued growth and

success. Throughout the year, the Committee has championed the

Group’s efforts to advance and reinforce policies and practices across

key areas including responsible gaming, financial crime prevention,

ethical conduct, data protection, cybersecurity, and initiatives that matter

to our stakeholders. The Committee also oversaw successful licence

renewals in a number of jurisdictions and was kept abreast of the

challenges presented by regulatory developments across multiple

markets. In 2025 we advanced our ethics programme with the launch

of a new Ethics Register, enhanced gifts and hospitality processes, new

platforms addressing supplier risk management and anti-bribery &

corruption risks, and the continued roll-out of our mandatory e-learning

modules. The Ethics team hosted another very successful ethics day in

November. The Committee further had oversight of the initiatives aimed

at establishing and maintaining effective AI Governance throughout the

Group. The Committee closely tracked the progress of the Group’s Anti-

Financial Crime (“AFC”) Strategy, originally launched in 2023. Key

strategic priorities in 2025 included enhancing AFC programme

effectiveness, continual monitoring of process performance,

strengthening relationships with regulators, and ensuring optimal use of

the technology infrastructure. During the year the Committee received

regular updates on the AUSTRAC investigation.

A key responsibility for the Committee is to review the Group’s

Sustainability Strategy (more details of which can be found on page 42)

and to recommend its approval to the Board. Over the past year,

significant progress has been made in preparing for reporting under the

Corporate Sustainability Reporting Directive and other emerging

disclosure requirements.

During the year, the Committee continued to monitor the management

and mitigation of the principal risks allocated to it, providing appropriate

feedback on its observations to the Board. In 2025 those risks were

Laws, Regulations and Compliance, and Data Privacy. Further detail on

the Committee’s reviews of these risks is set out below.

In 2026, the Committee will remain committed to advancing compliance

initiatives across all jurisdictions in which the Group operates, reinforcing

our dedication to the highest ethical standards and a culture that

embeds these initiatives throughout the organisation. I would like to

express my gratitude to all presenters at our meetings and their

supporting teams for their ongoing efforts and unwavering commitment

to upholding exemplary sustainability and compliance standards

throughout the business.

David Satz

Chair of the Sustainability & Compliance Committee

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Sustainability & Compliance Committee Report

130 Entain plc Annual Report 2025

The role of the Committee

The Committee provides oversight of the Company’s Sustainability

andCompliance programme, overseeing the effective management

ofthe Company’s ongoing relationship and engagement with a wide

spectrum of stakeholders. It monitors progress against internal key

performance indicators and external sustainability and compliance

indices and ratings.

Key responsibilities of the Sustainability & Compliance Committee

4 Consider the adequacy of the Group’s sustainability and compliance

policies and processes by reviewing reports prepared by

management on a range of issues such as responsible gambling,

data protection, the Group’s impact on the environment, and

overseeing the management of the risks associated with such issues.

4 Review the Group’s Sustainability Strategy, recommend its approval

to the Board, and oversee its effective execution.

4 Ensure that sufficient focus and resource is given to implementing,

monitoring and managing the Group’s sustainability and compliance

policies and processes and that these remain effective.

4 Consider the appointment of third parties to advise on sustainability

and compliance policies and practices and/or audit the Group’s

sustainability and compliance policies.

4 Liaise and work with the Board’s other Committees to ensure the

Board’s duties and responsibilities are carried out effectively.

4 Prepare a Sustainability Report for inclusion in the Annual Report and

Accounts, oversee that any public disclosures on sustainability and

compliance issues made by the Group accurately reflect the Group’s

policies and processes and ensure that the regulatory reporting

requirements applicable to the Group’s sustainability-related

activities are being met.

The Committee reviewed and updated its Terms of Reference during the

financial year, which were subsequently approved by the Board. These

can be found on the Company’s website at entaingroup.com/about-

entain. The Committee operated in line with its Terms of Reference

throughout the financial year with the exception of the period from 11

February 2025 to 14 May 2025 when the Committee had two members

rather than three members.

Committee membership and attendance

At the end of the financial year the Committee comprised three

members, all of whom are Independent Non-Executive Directors. Stella

David stepped down from the Committee following her appointment as

Interim Chief Executive Officer on 11 February 2025. Stella continues to

attend Committee meetings in her role as Chief Executive Officer.

Edmond Mesrobian joined the Committee on 14 May 2025. In addition to

the Chief Executive Officer, regular attendees at the meetings include the

Director of Internal Audit and the Group General Counsel & Chief

Customer Care Officer. Other individuals and external advisers are

invited to attend as and when appropriate and necessary.

The Committee held five meetings during the year. Committee member

attendance at the meetings was as follows:

Committee Member

Number of

meetingsattended

Number of meetings

eligible to attend

David Satz (Chair)

5 5

Stella David

1 1

Edmond Mesrobian

3 3

Virginia McDowell

5 5

1. Ceased to be a member of the Committee with effect from 11 February 2025.

2. Appointed as a member of the Committee with effect from 14 May 2025.

Activities

Safer betting and gaming

The Committee received regular updates on the Group’s safer betting

and gaming measures including the continued commitment to the

Regulatory & Safer Gambling Charter (which was approved by the

Board and launched in March 2024) and also the Group’s refreshed

safer gambling narrative, which underlies the overarching safer

gambling framework governing player safety applied across the Group.

The Safer Gambling framework, which encompasses the dashboard,

internal guidelines, external narrative, best practice calls, and a shared

information hub, ensures that our approach goes beyond the

requirements of local market regulations and reflects the commitment in

our Safer Gambling Charter to be a leader in this area.

Up to date Safer Gambling dashboards were shared with the Committee

on a regular basis. The dashboard is used to monitor the Group’s safer

gambling efforts across a range of jurisdictions and any significant

variances to the expected metrics are investigated.

The Committee received updates on relevant regulatory changes and

their impact on the Group’s operations, and on the Group’s engagement

with regulators, policymakers, and competitors to address issues such as

the rising impact of the illegal gambling market.

During the year, a deep dive review of the management of safer betting

and gaming was conducted as part of a broader assessment of the

Laws, Regulations and Compliance risk area. Safer betting and gaming

continues to be a principal risk, and its effective management ensures

that robust safeguards are in place to minimise at-risk behaviours

among our customers. Further details on this principal risk can be found

on page 101.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Sustainability & Compliance

Committee Report

Entain plc Annual Report 2025 131

Sustainability

One of the Committee’s core responsibilities, as outlined in its Terms of

Reference, is to review the Company’s Sustainability Strategy and, if

appropriate, recommend its approval to the Board. Throughout the year,

the Committee received regular updates on progress against the

approved strategy. In addition, as noted in last year’s Annual Report, the

Committee oversaw a comprehensive review of the Group’s

environmental targets, resulting in revised Scope 1, 2, and 3 objectives.

The Committee monitored the Group’s preparations for reporting under

the Corporate Sustainability Reporting Directive, with support from its

appointed assurance provider. Due to changes in the reporting timetable,

the Group now anticipates reporting compliance with this directive in

2028, covering the financial year ending 31 December 2027. The

preparatory work undertaken has strengthened the Group’s ongoing

sustainability objectives and enhanced its ability to meet other related

disclosure requirements.

During the year, the Group achieved improved ESG ratings from most

major rating agencies. The Committee was also briefed on the

introduction of a new charitable giving framework, designed to ensure

consistency in charitable donations and partnerships. The Committee

reviewed the Sustainability Report, which is available on page 41.

Gaming licence compliance

The Committee considered key elements of the Group’s gaming licence

compliance programme, including updates on actions taken to

counteract any potential breaches of Entain’s Sports Betting Integrity

Policy, and initiatives implemented to improve the Group’s application of

the Policy.

Compliance governance

In its oversight of the Group’s regulatory compliance governance, the

Committee received quarterly reports on relevant developments. The

Committee addressed various compliance matters across multiple

regions, including the successful Brazilian market entry, which was

completed in February 2025 by obtaining a permanent licence. The

Committee had oversight of the work to meet technology requirements

arising from gambling regulations, in particular the requirement to

operate regulatory reporting systems (“SAFEs”). The Committee was

also kept informed about the progress towards certification against ISO

37301, the international standard for Compliance Management

Systems. The Committee was updated on the closure of all pending

items from the UK Gambling Commission’s last formal assessment audit,

including the launch of the ARC Single View of the Customer project in

the UK, which marked a significant step forward in player protection. The

Committee was briefed on all relevant developments around licensing

and newly introduced regulations.

Anti-Financial Crime

The Committee received comprehensive quarterly updates on the

advancement of the Group’s AFC Strategy, covering significant

enhancements to AFC systems and controls, assessments of

programme effectiveness, and key risk management initiatives. During

the year, notable projects included the evaluation and selection of a new

customer screening platform, optimisation of payment processing

systems, contributions to internal anti-money laundering training

programmes, targeted initiatives to counter illegal operators, and driving

collaboration with other operators to establish and promote best

practices within the gaming and sports betting sector.

The Committee was regularly briefed on the outcomes of risk

assessments and site visits conducted to evaluate the maturity and

effectiveness of local AFC programmes, as well as the implementation of

targeted improvement plans where required. Updates were provided on

the ongoing AUSTRAC legal proceedings and parallel mediation efforts,

and the execution of an uplift plan designed to address compliance

deficiencies within the Australian business – details of which were

shared with the AUSTRAC compliance team. Additionally, during the

year, the Committee reviewed the 2024 report from the Money

Laundering Reporting Officer, which detailed the operation and

effectiveness of the Group’s systems and controls for combating money

laundering, terrorist financing, and proliferation financing, and identified

necessary actions to remedy any deficiencies highlighted in the report.

The Committee recognises the importance of data-driven decision-

making, robust internal controls, and clear accountability, while

supporting efforts to strengthen the Company’s AFC culture and

readiness for regulatory scrutiny.

Ethics

Ethics and integrity remain at the core of our organisation and culture.

During the year the Committee received regular updates on key legal

and regulatory developments, advancements in the Group’s ethics and

compliance programme, and views on the risk profile for Entain. Notable

matters briefed to the Committee included the in-house development of

the Group’s mandatory e-learning training modules, which were

released throughout the year, and the steps taken to maximise

completion rates (including tying completion to bonus payments).

Additionally, a new Group-wide Ethics Register was launched to

establish a single platform for registering gifts, hospitality, donations,

andconflicts of interest. Managers received training to enhance their

application of the gifts and hospitality approval process.

The Committee was updated on the pilot for an Anti-Bribery

&Corruption risk assessment online platform, which was piloted in

October and is due to launch in 2026, and the phased roll-out in 2026

ofa new third-party risk management platform to ensure the supplier

onboarding process is fit for purpose and risk-based. Following the

approval of the Group’s Ethics & Compliance three-year strategy in

2023, the Committee received updates on the progress of its

implementation and its evolution to reflect changing circumstances.

Following the introduction of the new corporate offence of ‘failure to

prevent fraud’ under the UK Economic Crime and Corporate

Transparency Act, the Committee has been updated regularly on

developments implemented to ensure reasonable fraud prevention

measures are in place, including a fraud risk assessment and

standalonepolicy.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Sustainability & Compliance

Committee Report

132 Entain plc Annual Report 2025

Data privacy

The Committee has been kept abreast of the business’s data privacy

function, noting significant progress under new leadership. During the

year efforts have prioritised compliance with core regulatory

requirements and the advancement of strategic initiatives, including data

anonymisation. The Committee received updates on measures to

address the increasing volume of data subject access requests and to

enhance support for areas such as safer gambling. Ongoing privacy

assurance activities have reinforced consistent governance standards,

with tangible progress reported on actions stemming from internal

audits. The Committee also recognised the critical importance

ofmanaging supplier data processing and proactively monitoring

emerging risks associated with new technologies and AI (see below).

Acomprehensive review of the principal risk Data Privacy was

conducted, encompassing actions to mitigate risks related to personal

data breaches, marketing consent compliance, and the over-retention

ofpersonal data. These risks are being managed through a robust

cybersecurity framework, ongoing regulatory engagement, and targeted

staff training. Further details on this principal risk are available on

page94.

AI Governance

The Committee learned about the work that was being undertaken to

ensure strong and robust AI Governance across the Group, including

the establishment of a cross-functional AI Governance Committee.

This committee is focused on ensuring compliance with the relevant

legislation and managing the opportunities and risks that come with

AI. During the year, Entain launched its own in-house AI tool to enable

employees to make the most of what a generative-AI platform has to

offer whilst also minimising the risks associated with the use of such

platforms for tasks such as data processing. Training programmes are

available for those employees who wish to expand their knowledge

of AI.

Health, Safety and Security (“HSS”)

The Committee was advised that during the year the HSS team made

significant progress in enhancing health, safety, and security across the

Group’s global offices and retail estate. Key initiatives included enhanced

risk profiling of the Group’s global offices to update understanding of the

threats and opportunities facing our teams as well as programmes

aimed at improving employee safety across the business. Security

strategies for the Group’s global offices and its retail estate were

continually reviewed to ensure they remained fit for purpose. The

Committee received assurances that office and workplace risk

management was of a high standard overall. Notably, the Committee

acknowledged the retention of the ISO 45001 certification for the third

consecutive year in the UK, with zero major audit issues reported in

2024. Security measures to ensure the safety of our employees when

travelling were continually monitored and adapted. In April 2025, the

business was recognised as a leader in safety management among

global retailers, receiving a commendation in the 2025 ROSPA awards.

During the year the HSS team was integrated into the Group Property

Team, resulting in enhanced collaboration on office and store design.

Modern Slavery Act statement review

The Committee reviewed the Group’s Modern Slavery and Human

Trafficking Transparency Statement for the financial year ended 31

December 2024, which set out activities and measures taken during the

year to mitigate the risk of modern slavery occurring within Entain’s own

operations and its extended supply chains. The Committee received

assurances that the Group’s approach to tackling modern slavery was

robust, targeted and fit for purpose. The Committee recommended the

Modern Slavery Statement for approval by the Board. The statement

was approved by the Board and published in June 2025.

The Committee received an update on the key risk mitigation activities

being undertaken to address the risk of modern slavery, including the

continued monitoring of modern slavery risks across our supply chains,

mandatory Group-wide training for employees on modern slavery and

more tailored training for higher risk teams, and the rollout of a new

global process for background and right to work checks for new

employees in key jurisdictions. More details can be found on page 55.

The Modern Slavery statement can be viewed on our website at

entaingroup.com/modern-slavery-statement/.

Other reviews

The Committee received an overview of the assurance monitoring and

controls testing measures being implemented to governance streams

across the Group to ensure a consistent approach across operations,

identify any gaps or overlaps, and improve overall effectiveness of the

Group’s governance framework.

The Committee meeting packs included the quarterly Internal Audit

reports for information purposes. As and when appropriate, the Director

of Internal Audit brought key matters to the attention of the Committee.

Committee evaluation

Entain undertakes a review of the Sustainability & Compliance

Committee’s performance on an annual basis to increase effectiveness

and to identify areas for improvement. In 2026, Lintstock conducted a

review of the performance of the Sustainability & Compliance Committee

as part of the external Board Review process.

Lintstock found that the Committee members engaged well with the

review, and the overall findings were positive. The review focused

onEntain’s sustainability strategy and reporting, the oversight of

compliance programmes, and the Committee’s effectiveness in

overseeing principal risks relating to safer betting and gaming and

dataprivacy.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Sustainability & Compliance

Committee Report

Entain plc Annual Report 2025 133

2025 has been a

strong year with continued

operational execution and

strategic progress

reflecting a business on

an upward trajectory.”

Annual statement from the Chair of the

Remuneration Committee

On behalf of the Board, I am pleased to present the Directors’

Remuneration Report (the “Report”) for the year ended 31December

2025. The Report is presented in two parts in addition to this letter.

4 Our Remuneration Policy (the “Policy”) – Outlines the remuneration

framework that will apply to our Executive Directors, Non-Executive

Directors and the Chair. The new Policy will be presented to

shareholders for approval at our Annual General Meeting (AGM) in

April 2026.

4 Our Annual Report on Remuneration – Provides further detail on

how the Policy has been applied and remuneration outcomes in

respect of 2025, and how the new Policy will be implemented in 2026.

2025 Company performance

Stella David was appointed Interim CEO in February 2025, and

on a permanent basis in April 2025. Stella has brought stability,

focus and energy and has continued to strengthen our

operational execution while driving forward our strategic agenda.

Entain’s transformation is progressing well and the business is

becoming fitter and more resilient, enabling it to deliver consistent,

sustainable growth across its globally diverse portfolio.

In 2025, Entain (exc. 50% BetMGM) delivered a strong set

ofresults.

Key highlights include:

4 Online NGR growth of c.6% on a constant currency basis, with

seven consecutive quarters of online growth.

4 Group Underlying EBITDA of £1,160m, up 8%cc on 2024,

ahead of expectations despite the impact of customer friendly

sports margins late in the second half of the year.

4 Online Underlying EBITDA margin of 25.7%.

In the US market, our joint venture, BetMGM, has continued to

deliver outstanding results, with upgrades to its financial

expectations during the year. Driven by our strengthened sports

product and leading iGaming offering, BetMGM is now achieving

sustainable profitable growth and has begun delivering cash to

parents during the year.

As we continue this progress in 2026, the executive team is

strong, determined and focused on continued delivery, including

implementing actions to mitigate the UK tax increases announced

in the November budget. We have a clear focus on cash

generation and are exceptionally well placed to deliver further

strong performance right across our business.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Directors’ Remuneration Report

134 Entain plc Annual Report 2025

Directors’ remuneration report index

134

Chair’s letter

138

Remuneration at a Glance

140

Remuneration Report

155

Remuneration Policy

2025 remuneration outcomes

2025 Annual Bonus

For 2025, the annual bonus was based on a combination of key

financialmetrics – Group underlying operating profit and Group NGR

performance (including BetMGM’s contribution) comprising 80% of

thetotal, and non-financial objectives focused on strategic priorities,

comprising the remaining 20%. As set out above, we performed

stronglyagainst the financial metrics and ahead of expectations.

Therefore the maximum pay-out under both financial metrics has been

achieved. This performance reflects the progress made in online growth

and by BetMGM.

The non-financial element was split equally between safer betting and

gaming metrics and progress against individual objectives. The former

reflects the importance that we place on our customer protection and

sustainability agenda, with half based on ensuring Group-wide

completion of key training modules and half on the completion of

asafergambling programme. The executive team has taken a

strong,visible leadership role in this programme and in embedding

acomplianceculture throughout the organisation. As a result this metric

paid out in full. In reviewing these outcomes, the Committee received

input from the Sustainability & Compliance Committee.

The individual element of the bonus aligns with the high performance-

orientated culture that Stella has developed at Entain, with increased

focus on personal accountability for the delivery of key activities and a

rigorous assessment of their success and impact on the organisation.

Executives performed strongly in delivering against their individual

strategic objectives and as a result this element paid out at 100% of

maximum. Further details are provided on page 141.

In aggregate, the performance achievements above reflect Entain’s

robust progress during 2025, with improved financial performance,

continuing the momentum that was built in 2024. The Committee is

satisfied that the outcome of 100% of maximum is a fair reflection of

Entain’s overall performance and therefore no discretion is required.

2023 Long-Term Incentive Plan (LTIP)

The 2023 LTIP was based on performance against a relative Total

Shareholder Return (“TSR”) metric, assessed against two comparator

groups over the three-year period ended 31December 2025. The first

year of the LTIP performance period in particular was challenging and,

despite stronger performance since Stella David’s initial interim

appointment, the overall performance was below median against both

groups and the 2023 LTIP award will lapse in full. Full details are set out

on page 143.

CFO Succession

We announced on 11 December 2025 that after 13 years at Entain, Rob

Wood was stepping down as Deputy CEO & CFO following delivery of

our full year results and a smooth transition, and we are delighted to

welcome Michael Snape as CFO.

Michael’s remuneration package is in line with the exiting Directors’

Remuneration Policy including a base salary of £595,000. He will receive

buyout awards based on his lapsed value from IDS, part of which will be

made in cash and partly in restricted shares with vesting periods at a

longer time period than those foregone. As a result of the recent

acquisition of IDS, Michael’s 2024 LTIP was expected to vest in full in

2027 against its original performance conditions. Given the short period

of time remaining in the performance period, and the impracticality of

rolling over the award into the 2024 Entain LTIP, it was agreed that

Michael would be awarded replacement restricted share awards with a

value equal to the value foregone, with a three year vesting period,

vesting in 2029. Full details of Michael’s package are on page 137.

The Committee has deemed that Rob will be afforded good leaver

treatment for the purpose of his outstanding share awards. Unvested

LTIP awards will be pro-rated to his termination date and remain subject

to their original timeframes and performance conditions. Unvested

deferred bonus awards will vest in full to their original timeframes. Rob

will work six months of his notice period up to 30 June 2026, ensuring a

seamless transition, with the remainder of his notice period from 1 July to

31 December 2026 served on garden leave, being paid monthly. He will

be entitled to a pro-rata bonus up to 30 June 2026 subject to the

applicable performance measures being met. In line with the current

policy, 50% of his annual bonus for 2025 performance will be in shares,

deferred for three years. Rob will not receive any further awards under

the LTIP and he will be required to maintain a post-termination

shareholding requirement of 200% of salary.

New Remuneration Policy

Our previous Policy was approved by shareholders at the 2023 AGM. In

line with our regular cycle, during 2025 the Committee reviewed the

Policy to ensure that it remains fit for purpose and appropriate to drive

Entain’s growth and performance over the next three years.

In reviewing the Policy the Committee took account of the need to retain

key talent as we continue to transform the business. As set out in more

detail above and in the Chief Executive’s Review on page 10, the

transformation led by Stella David has brought stability, focus and a

clear strategy across the business. As a result, we have now delivered

seven consecutive quarters of online growth.

The Committee is also mindful of the significant complexities and

demands of operating a regulated gaming business across multiple

geographies, and the global demand for talent.

We also reflected on recent developments in practice and governance in

the UK market, including in businesses that have a significant proportion

of their business in overseas markets.

During the review, we consulted extensively with our top

20shareholders, representing c75% of our share capital, as well as the

three main proxy agencies. Shareholders representing c45% of our share

capital directly engaged and were all supportive. The Committee found

the feedback received during the process to be constructive and the

insights gathered were central in shaping our thinking and guiding the

final remuneration proposals.

Policy changes

Our review found that the Policy remains largely fit for purpose

considering our current strategic agenda, talent retention and

incentivisation requirements. From a quantum perspective, while we

have seen many UK companies implement significant increases, the

maximum opportunity for our Executive Directors remains market

competitive. As such, we are not proposing any changes to the

maximum annual bonus or LTIP opportunities.

Similarly, we are not proposing any changes to the current incentive

framework. An annual bonus plus a performance-based long-term

incentive remains the most appropriate vehicle for Entain at this time.

Italigns with our performance-orientated culture and is best positioned

to support Entain’s ambitious growth agenda over the next few years.

Alternatives were considered, but on balance the Committee’s view

wasthat they were not aligned with the strategic direction of Entain

andwould not provide incremental benefit over and above the

currentframework.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Directors’ Remuneration

Report

Entain plc Annual Report 2025 135

Instead, we are proposing some limited changes to two aspects of the

Policy, namely bonus deferral and the LTIP vesting schedule. These

changes are intended to ensure that, when viewed holistically, the

framework remains sufficiently attractive and competitive relative to

practice in our peers and responds to broader developments that we are

seeing in the UK market.

1. Reduction in annual bonus deferral where shareholding guidelines

are met

The current framework generates significant alignment with

shareholders through several elements. These include; robust within

employment and post-employment shareholding requirements

(positioned above upper quartile against the FTSE 31-100), the

stretching targets and two-year holding period that we operate under

our LTIP, and strong malus and clawback provisions.

Within this context, the Committee considers that the need for additional

deferral of the annual bonus creates unnecessary layering of governance

features, as well as reducing the incentive’s motivational aspect. As

such, under the new Policy, once the shareholding requirement has been

met, bonus deferral will be reduced from 50% of any bonus earned to

25%. We believe that this strikes the right balance between shareholder

alignment and rewarding executives and is a sensible way of achieving

both objectives.

2. LTIP vesting schedule

Our review highlighted that the overall vesting schedule for the LTIP is

significantly more onerous than typical practice elsewhere, both in the

UK and in our other markets. At the lower end, threshold vesting under

the current Policy is set at 16.7% of maximum, while at the upper end –

albeit not a Policy matter – 85th percentile TSR performance is required

for full vesting. The Committee is conscious that this dilutes the

attractiveness of the incentive framework and makes our overall

positioning less competitive than it would appear based solely on the

headline opportunities. This has knock-on consequences internally at

atime when it is vital that all participants are excited by, and fully

invested in, the LTIP.

As such, we have brought the vesting schedule more into line with

typical UK practice under the new Policy and in how we will implement

itfor 2026:

4 Vesting at threshold performance is increased from 16.7% of

maximum to 25% of maximum.

4 TSR outperformance required for maximum vesting is reduced from

85th percentile to 75th percentile (non-Policy matter).

These changes will bring practice at Entain more into line with the UK

market and increase the value and motivational aspects of the LTIP for

participants. Even under the new approach, the Committee is mindful

that the vesting schedule remains less generous than is the case in

mostof our US peers but is comfortable that, overall, it strikes an

appropriate balance.

The full Remuneration Policy can be found on pages 155 to 166.

Wider workforce

Entain continues to invest in our colleagues’ reward and development

throughout the organisation. All colleagues can share in the value they

create, with another cycle of our all-employee ShareSave plan launched

in April 2025 in 27 countries. We are proud that this represents the

largest number of countries in which we have offered the plan since its

introduction. It was accompanied by an enhanced communications plan,

including a dedicated new ShareSave site for colleagues, and we will be

offering participation again in 2026. Investment in salaries for our

workforce also continued, with annual review budgets of between 2.5%

and 4.1% across all countries except India who will receive 7% for 2026.

The strong financial performance throughout the business divisions has

also resulted in high levels of bonus payments across the wider

workforce with over 85% of colleagues in the group bonus

arrangements also receiving a maximum bonus.

2026 Implementation

Salaries

The Committee reviewed the salary of the CEO and CFO & Deputy CEO

in December 2025 and approved an increase of 2.5% for both, to

£927,625 and £608,625, respectively. This was effective from 1January

2026 and aligned with the salary review budget for colleagues in the

UK(excluding the up to 4.1% increase awarded to our UK Retail

Colleagues). As noted above, Michael Snape has joined on a salary

of£595,000.

2026 Annual Bonus

The Committee has reviewed the structure and metrics for the 2026

annual bonus. The overall framework continues to work well and

support our financial and strategic priorities, and we are retaining

thecurrent split of 80% on financial metrics and 20% on

non-financial metrics.

For 2026, to complement Group underlying operating profit (55%) and

Group NGR (20%), we are introducing Group operating cash flow as a

new metric (5%). This reflects the focus on cash generation and aligns

with our ambition to generate at least £500m of cash annually from

2028. Internally, it will also emphasise the importance of a focus on cash

generation within the organisation.

The 20% of the bonus based on non-financial metrics will continue to be

split equally between safer betting and gaming metrics and individual

objectives, with any payment subject to completion of the “Big4” safer

gaming training programme.

2026 LTIP

Awards will be granted in April 2026 after the AGM and shareholder

vote on the new Policy. In line with our Policy, the CEO will receive an

award with a face value of 450% of salary, while the CFO will receive an

award of 400% of salary. Subject to approval of the new Policy,

threshold vesting will be set at 25% of maximum.

The Committee has carefully considered the metrics for the 2026 award

and concluded that having a single metric was not best practice and not

aligned with broader performance tests for operational execution and

strategic progress. We wish to ensure that the framework avoids

unnecessary complexity, retains a strong link between executive reward

and sustainable value creation, and encourages delivery of our key

financial metrics and strategic priorities. As a result, we have introduced

three new metrics into the framework, which will complement and

balance our existing relative TSR metric (which we will reduce from two

comparator groups to one). The four metrics will be equally weighted

(25% each). The Committee was conscious of the importance of

BetMGM’s growth to our future performance, therefore, although it is

operated as a joint venture, the first three measures detailed below

(representing 75% of the overall PSP opportunity) would include

BetMGM results.

4 Adjusted Cashflow – Reflects cashflow before working capital,

equity dividends, acquisitions and associated financing.

4 Adjusted Diluted EPS – Provides a focus on bottom-line

profitability, directly aligning reward with our underlying financial

results. It will also encourage the disciplined use of capital and cost

control to drive earnings growth.

4 TSR against bespoke comparator group – We are retaining a focus

on relative TSR as the ultimate measure of the experience of our

shareholders. Given that we have reduced the weighting on TSR,

itmakes sense to move to one comparator group for 2026. The

bespoke peer group is being retained as it better reflects the

companies that we compete with on a day-to-day basis and

provides a closer fit to shareholder experience in the sector. As set out

above, the level of outperformance required for maximum vesting will

be set at the 75th percentile, in line with typical UK practice.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Directors’ Remuneration

Report

136 Entain plc Annual Report 2025

4 Relative Digital market growth – Winning in the Digital market is

critical for Entain, and capturing market share is a key element of this.

This metric reflects how we are performing relative to peers in terms

of Digital market share. Due to data availability, currently this will

cover around 50% of our online markets.

The Committee’s view is that this framework provides an appropriate

balance of emphasis between achieving our financial and strategic

targets, and growing shareholder returns. The associated targets for the

measures will be published along with the grant of the awards.

Conclusion

During 2025, Entain has delivered a strong set of results. The Committee

is satisfied that the overall incentive outcomes reflect this performance,

as well as the experience of our shareholders over the longer term.

From a Policy perspective, we have proposed relatively limited changes,

with the intention of ensuring that our framework remains sufficiently

attractive and competitive relative to practice in our peers and responds

to broader developments that we are seeing in the UK market.

I hope that you find the report clear and informative and look forward to

your support on both remuneration resolutions at our 2026 AGM.

Amanda Brown

Chair of the Remuneration Committee

Summary of Remuneration for Michael Snape – Chief Financial Officer

Element

Implementation

Base Salary £595,000 per annum.

Annual Bonus Maximum bonus of 200% of annual basic salary, with 50% of any bonus earned deferred for three years in Entainshares.

LTIP Annual grant of 400% of annual basic salary, subject to performance conditions with a two-year holding period

post-vesting.

Pension Company contribution of 6% per annum in line with the wider workforce.

Benefits Car allowance of £15,000 per annum, private healthcare and 4x annual salary life insurance. Also able to participate in the

UK ShareSave.

Replacement Awards

To replace the value of share awards forgone when leaving International Distribution Services, Michael will receive:

4 In respect of his 2024 LTIP, due to vest in June 2027, Michael will be awarded replacement Entain shares equal to the value forgone of £436,755

with an extended vesting period being three years from the date of grant.

4In respect of his outstanding bonuses due in June 2026, a cash payment of £1,712,103 will be made in his June 2026 payroll.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Directors’ Remuneration

Report

Entain plc Annual Report 2025 137

Stella David¹

Rob Wood

(CFO & Deputy CEO)²

Gavin Isaacs³

£000s

Base Salary Benefits Pension Annual Bonus LTIP Total

Stella David

807.0 25.0 54.1 2,262.5 – 3,148.6

Rob Wood

593.8 17.2 35.6 1,187.6 – 1,834.2

Gavin Isaacs

86.8 120.7 5.8 – – 213.3

How we performed

n2025 Annual Bonus

Performance measure

Weighting

Threshold

(0% payable)

Target

(50% payable)

Maximum

(100% payable)

Outcome achieved

(% payable)

Group Underlying

Operating Profit

£694m £731m £767m

100%

of maximum

60% Outcome £795m

Group NGR inc.

50%BetMGM

£6,019m £6,174m £6,328m

100%

of maximum

20% Outcome £6,390m

Safer Betting

&Gaming

10% See page 141

100%

of maximum

Individual Objectives

10% See page 141

Up to 100%

ofmaximum

Total Outcome

100%

of maximum

Please see pages 141 to 142 for details on Safer Betting & Gaming and Individual Objectives.

nLTIP

Performance measure

Threshold

(25% vesting)

Maximum

(100% vesting)

Vesting

(% of total award)

Relative TSR vs.

FTSE 100 (50%)

Median Upper Quartile

0% of maximum

Outcome

32.3%

119.1%

-40.2%

Relative TSR vs.

bespoke peer group

(50%)

Median Upper Quartile

0% of maximum

Outcome

38.0%

151.4%

-40.2%

Total vesting 0% of maximum

The full explanatory notes for the annual bonus and LTIP outcomes are detailed on pages 141-143 in the Annual Report on Remuneration.

1. Stella David – Served as Non-Executive Chair from

1January 2025 to 10 February 2025 (see page 145)

and as CEO from 11February 2025 for the remainder

of the year. The table above shows remuneration for

her time as CEO. Her benefits include a car allowance

of £25,000.

2. Rob Wood – Served as CFO & Deputy CEO throughout

2025. His benefits include a car allowance of £10,700

and private medical insurance.

3. Gavin Isaacs – Served as CEO until 11February 2025.

His benefits include a relocation payment of £117,000,

pro-rated car allowance and private medical insurance.

4. All financial data in the table is displayed in constant

currency; this means it has been adjusted to absorb any

impact from FX movement during the year.

5. Group operating profit is defined as Underlying Group

operating profit (excluding BetMGM).

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Directors’ Remuneration

Report

Remuneration at a glance

138 Entain plc Annual Report 2025

Single figure remuneration 2025

Base Salary

Benefits

Pension

Annual Bonus

LTIP

Role of the Committee

The Committee oversees the Company’s overall remuneration strategy

to ensure it is aligned to the Company’s purpose and values and is linked

to the successful delivery of the Company’s long-term strategy. The

Committee has delegated responsibility for designing and determining

remuneration for the Chair, the Executive Directors and senior executive

management. It also reviews the remuneration of the wider workforce

and related policies and the alignment of incentives and rewards with

culture, taking these factors into account when setting the remuneration

policy for the executive team.

Committee Member

Number of meetings

attended

Number of meetings

eligible to attend

Amanda Brown

7 7

Virginia McDowell

7 7

Rahul Welde

7 7

Helen Ashton

7 7

Key areas of Remuneration Committee focus in 2025

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

Executive and senior management remuneration

Determination of the payouts from the 2024 annual bonus plan paid in

2025 and the 2022 LTIP award vesting in 2025.

Reviewed and approved the 2025 annual bonus plan and 2025 LTIP

award and their associated performance metrics and targets.

4 Reviewed the salaries and remuneration packages for senior

executives and fees for the Chair.

4 Reviewed the remuneration terms for Stella David upon her move

from Chair to CEO.

4 Approved the terms for the appointment of the new CFO.

4 Approved the Restricted Share Plan rules and share plan

dilutionupdates.

Committee governance

4 Approved the 2024 Directors’ Remuneration Report.

4 Received updates on external market developments in remuneration

and governance, including international compensation practices.

4 Evaluated the Remuneration Committee, its advisers and the

Committee’s Terms of Reference.

4 Reviewed shareholder feedback received in relation to Directors’

remuneration following the 2025 AGM.

4 Engaged with shareholders on the 2026 Directors Remuneration Policy.

4 Received an update on the Executive Director shareholding

requirement in line with Policy.

Our workforce

4 Held remuneration discussion with Employee Forum representatives.

4 Received updates on all-colleague remuneration arrangements

throughout the Group.

4 Approved the launch of the 2026 ShareSave.

4 Oversaw workforce engagement initiatives and communication on

Podium Performance, including guidance for managers on

performance differentiation.

Key responsibilities

4 Recommending to the Board the Remuneration Policy for Executive

Directors and senior management.

4 Setting the remuneration packages for each Executive Director and

other members of the Executive Committee.

4 Setting the remuneration package for the Chair.

4 Overseeing the Remuneration Policy for all colleagues.

The Committee’s terms of reference can be found on the Company’s

website at entaingroup.com/about-entain.

None of the Committee members or attendees are involved in any

Committee decisions from which they may financially benefit personally

(other than as shareholders). The Chair, Chief Executive Officer, Interim

CEO, Chief Financial Officer & Deputy CEO, Chief People Officer and

Director of Reward may attend meetings at the invitation of the Committee

but are not present when their own remuneration is being discussed. The

Company Secretary acts as the secretary to the Committee.

Remuneration Committee Evaluation

Entain undertakes a review of the Remuneration Committee’s

performance on an annual basis to increase effectiveness and to identify

areas for improvement. In 2026 Lintstock conducted a review of the

performance of the Remuneration Committee as part of the external

Board Review process.

Lintstock found that the Committee members engaged well with the

Review, and the overall findings were positive. The Committee was

functioning well with a good balance of open dialogue and debate.

Thereview highlighted the challenges specific to the sector relating to

the design of effective incentive schemes and retention strategies. A key

area of focus in 2026 will be to oversee the implementation of the

revised remuneration policy and monitor how effective it is in supporting

execution of the Group’s strategic priorities while meeting shareholder

expectations.

Advice to Committee

Advisers are appointed independently by the Remuneration Committee,

which reviews its selection periodically and is satisfied that the advice it

receives is independent, objective and free from conflicts of interest. The

total fees paid to the Committee’s adviser, Deloitte, in respect of 2025

were £155,850 (2024: £100,550). These were charged on a time and

materials basis. Deloitte’s services included the provision of market data,

remuneration advice in relation to the Board changes, and general

guidance on market and best practice.

Deloitte LLP also provided a range of tax and advisory services to Entain

during the year, some operating model delivery support, and assistance

to the Group’s internal audit function.

Deloitte is a founding member of the Remuneration Consultants Group

and, as such, voluntarily operates under the code of conduct in relation to

executive remuneration consulting in the UK. Further details can be

found at www.remunerationconsultantsgroup.com.

Management’s advice to the Committee was also supported by the

provision of market data from Willis Towers Watson, input on incentive

metrics from Alvarez & Marsal, and legal advice from Addleshaw Goddard.

Unless otherwise stated, these advisors have no other connection with the

Company. The Committee, based on its experience, is satisfied that the

advice it received from these organisations was objective and independent.

Shareholder voting and consideration of shareholder views

The 2024 Annual Statement from the Chair of the Remuneration

Committee and the Annual Report on Remuneration were subject to an

advisory vote at the AGM on 24April 2025.

Our Remuneration Policy was last approved by shareholders on

25April 2023.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Directors’ Remuneration

Report

The Remuneration Committee

Entain plc Annual Report 2025 139

AGM Voting Outcomes

Resolution

Date Votes for % of votes for Votes against % of votes against Votes withheld

Annual Report on Remuneration

23 April 2025 481,683,028 97.4% 12,685,949 2.6% 20,805

Remuneration Policy

25 April 2023 440,043,910 93.6% 30,077,857 6.4% 2,146,077

The 2025 Annual Report on Remuneration contains details of the remuneration paid and awarded to Directors during the financial year ended

31December 2025. As an Isle of Man incorporated company, Entain is not subject to the UK remuneration reporting regulations which apply to UK-

incorporated companies. Nevertheless, this report has been prepared in accordance with the provisions of the Companies Act 2016, Schedule 8 of

the Large and Medium Sized Companies Groups (Accounts and Reports) (Amendment) Regulations 2013 (the “Regulations”), the Listing Rules of the

UK Financial Conduct Authority and the UK Corporate Governance Code. An advisory resolution to approve the Annual Report on Remuneration and

the Annual Statement will be put to shareholders at the 2026 AGM.

Single figure of remuneration table (audited)

The remuneration of Executive Directors, showing the breakdown between components with comparative figures for the prior financial year, is

shown below. Figures provided have been calculated in accordance with the Regulations. Further information on the component elements is

provided in subsequent sections.

Executive Director

Base salary Benefits Pension

Annual

Bonus

Long-term

incentive Total

Total fixed

remuneration

Total variable

remuneration

£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000

Stella David

2025

807.0 25.0 54.1 2,262.5 — 3,148.6 886.1 2,262.5

2024

874.2 25.0 52.5 1,456.0 — 2,407.7 951.7 1,456.0

Rob Wood

2025

593.8 17.2 35.6 1,187.6 — 1,834.2 646.6 1,187.6

2024

573.7 16.5 34.4 1,019.0 — 1,643.6 624.6 1,019.0

Gavin Isaacs

2025

86.8 120.7 5.8 — — 213.3 213.3 —

2024

291.7 58.1 17.5 633.0 — 1,000.3 367.3 633.0

1. Stella David – Served as Non-Executive Chair from 1 January 2025 to 10 February 2025 (see page 145), and as CEO from 11February 2025 for the remainder of the year. The table

above shows remuneration for her time as CEO.

2. Rob Wood – Served as CFO & Deputy CEO throughout 2025.

3. Gavin Isaacs – Served as CEO until 11February 2025. His benefits for 2025 include £117,397 in relocation assistance and accommodation.

Further information on the single figure of remuneration table

Base salary

Implemented in line with Policy.

In the UK c.15% of the workforce will receive an increase of 2.5% and c.85% of the workforce will receive an increase of up to 4.1%. The CEO and

CFO & Deputy CEO will receive a salary increase of 2.5%, effective 1January 2026.

Base pay Effective 1 January 2025 Effective 1 January 2026 % Increase

Stella David £905,000 £927,625 2.5%

Rob Wood £593,780 £608,625 2.5%

Benefits

Executive Directors may receive benefits such as private medical, life insurance and car allowance.

Pension

The table below sets out the value of the defined contribution pension contributions and the cash allowances earned by Director or the year

underreview.

Pension Value of Cash allowance paid Value of defined pension contributions Total value in total single figure table

£’000 £’000 £’000

Stella David 54.1 — 54.1

Rob Wood 25.6 10.0 35.6

Gavin Isaacs 5.8 — 5.8

4 Stella David received a cash allowance of 6% of pensionable salary in line with the wider UK workforce.

4 Rob Wood received a company contribution into the pension plan of £833 per month, with the difference between that and 6% of base salary

being paid as a cash allowance.

4 Gavin Isaacs received an allowance in lieu of an employer pension contribution equal to 6% of base salary for the period he was employed

in2025.

1. Overview

8. Strategic Report

103. Governance

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Directors’ Remuneration

Report

Annual Report on Remuneration

140 Entain plc Annual Report 2025

2025 annual bonus

The Executive Directors were eligible to participate in the annual bonus for 2025. The information below corresponds to the total bonus earned under

the bonus plan in respect of 2025 performance.

The annual bonus framework for 2025 was based on performance against five key metrics for Entain – group underlying operating Profit (pre-

BetMGM) (60%), Group NGR including 50% BetMGM (20%), safer betting and gaming (10%) and individual objectives (10%). At the start of the year,

the Committee set stretching goals for these metrics and was satisfied that these represented challenging yet realistic targets, and that significant

outperformance would be required to achieve a maximum payout.

The targets and outcomes are set out in the table below.

2025

Annual

Bonus

Performance measure

Weighting

Threshold

(0% payable)

Target

(50% payable)

Maximum

(100% payable)

Outcome achieved

(% payable

Group Underlying

Operating Profit

£694m £731m £767m

100%

of maximum

60% Outcome £795m

Group NGR inc.

50%BetMGM

£6,019m £6,174m £6,328m

100%

of maximum

20% Outcome £6,390m

Safer Betting

&Gaming

10% see below

100%

of maximum

Individual

Objectives

10% see below

Up to 100%

ofmaximum

Total Outcome

100%

of maximum

1. All financial data in the above table are displayed in constant currency, which means that they have been adjusted to absorb any impact from FX movement during the year.

Safer Betting and Gaming metrics (10%)

Of the required “Big4” modules that must be completed, the completion rates exceeded 98% resulting in stretch targets being achieved with

100%payout.

Individual objectives (10%)

The Committee recognises the need for individual objectives to be measurable, robust and be comfortable that success against them is likely to be

aligned with ultimate shareholder value creation. The table below sets out further details for each individual. The outcome for both Stella David and

Rob Wood was 100% of maximum.

Stella David – CEO

Objective

Achievements and outputs

BetMGM

strategicoptions

4 Delivered significant improvements to the BetMGM platform

4 Advanced preparatory work to enable potential future platform enhancements.

4 Engaged positively and constructively with MGM on long-term strategic options for the joint BetMGM platform.

AUSTRAC resolution

and ANZ reset

4 Led the Group’s engagement with AUSTRAC, including direct participation in settlement discussions.

4 Oversaw a refreshed leadership structure in ANZ, resulting in an improved regulatory relationship and stronger

business performance.

Strategic Planning

&Business

Performance KPIs

4 Introduced a redesigned strategic planning framework that strengthened organisational alignment.

4 Rolled out a comprehensive KPI suite across business units, covering marketing, commercial, product and

financial performance.

4 Provided greater clarity and discipline in tracking performance against strategic and operational goals.

Leadership succession

4 Implemented a new organisational structure and enhanced Executive Committee design to support long-term

succession planning.

4 Fostered a collaborative, transparent and motivated leadership environment to strengthen the talent pipeline.

Cost culture

4 Achieved the 2025 cost budget through improved cost control and the delivery of Project Romer.

4 Strengthened cost awareness across the leadership team and delivered efficiencies in marketing and

supplierspend.

4 Made progress reinforcing the foundations of a more disciplined cost culture.

Overall achievement

100% of maximum

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Entain plc Annual Report 2025 141

Rob Wood – Deputy CEO & CFO

Objective

Achievements and outputs

BetMGM

4 Increased strategic oversight to deliver strong NGR and EBITDA outcomes. Enhanced Entain’s value creation role

within BetMGM.

Entain CEE

4 Delivered the 2025 Entain CEE financial plan, achieving outcomes ahead of budgeted expectations across both net

gaming revenue and profitability.

4 Successful integration of STS and SuperSport to drive alignment, operational efficiencies and a unified regional

operating model.

Financing

4 Extended the RCF maturity and executed a comprehensive refinancing programme, delivering meaningful interest

cost savings, diversifying the capital structure and extending the Group’s maturity profile.

4 Evaluated and executed options for the 2027 USD term loans, completing refinancing actions in favourable market

conditions and strengthening the Group’s overall liquidity position and long-term financing resilience.

Cost Control

4 Ensured delivery of the 2025 budget through strengthened cost controls and execution of Project Romer, the Entain

cost out programme.

4 Achieved material cost outperformance, with a more favourable cost-of-sales rate and operating expenditure position

versus budget, reflecting disciplined management and efficiency gains.

Renew shareholder

support

4 Delivered clean and credible results through 2025, strengthening market confidence and enhancing

investorperception.

4 Secured new long-only institutional ownership, adding a new top-20 US long-only shareholder and driving increased

holdings from existing long-only investors; additionally achieved improved investor survey scores year-on-year and

recognition as runner-up for Best IR Programme at the IR Society 2025 Awards.

Minor asset disposals

4 Delivered on a broad programme of non-core divestment activity.

Provision 29

4 Implementation of the enhanced internal controls framework, recommending Entain’s initial suite of material

controls and completing the first-phase of the effectiveness assessment.

4 The 2026 programme is focused on finalising the material control set and delivering an independent

effectiveness review.

Overall achievement

100% of maximum

In line with the provisions of the UK Corporate Governance Code, the Committee carefully considered whether the proposed outcome could be

justified in the context of Entain’s overall performance. In doing so, it considered:

4 Business performance during 2025, including progress against financial, operational and strategic targets;

4 The quality of underlying earnings and whether any significant one-off factors influenced the results;

4 Our risk and reputational performance;

4 The individual performance of the Executive Directors; and

4 Entain’s share price performance and the experience of our shareholders over the year.

The Committee noted the Group’s operational and financial progress during the year, as set out in the 2025 Group performance highlights in the

Committee Chair’s letter on pages 134-137.

Taking all the above factors into account, the Committee considered that the outcome under the annual bonus was justifiable and a fair reflection of

overall Entain performance during the year, and therefore concluded no discretionary adjustments were necessary.

The table below sets out the final outcomes and bonus amounts payable to the Executive Directors for 2025.

S David

R Wood

Bonus opportunity (% of salary)

250% 200%

Salary eligible for 2025 bonus (‘000)

£905.0 £593.8

Outcome:

As % of maximum

100% 100%

As % of salary

250% 200%

As £ amount (‘000)

£2,262.5 £1,187.6

1. When Stella David was appointed as permanent CEO in April 2025, it was agreed that she would be eligible for bonus for the full year having acted as Interim CEO from February.

1. Overview

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142 Entain plc Annual Report 2025

2023 Long-Term Incentive Plan

The targets attached to the 2023 LTIP awards and the performance outcome against these are set out below. TSR performance against both

groups was below threshold and as such the awards lapsed in full. The Committee did not exercise any discretion over the outcome.

2023-2025 LTIP

2022-

2025

LTIP

Performance

measure

Threshold

(25% vesting)

Maximum

(100% vesting)

Vesting

(% of total award)

Relative TSR vs.

FTSE 100 (50%)

Median

Upper Quartile

0% of maximum

Outcome

32.3%

119.1%

-40.2%

Relative TSR vs.

bespoke peer

group (50%)

Median

Upper Quartile

0% of maximum

Outcome

38.0%

151.4%

-40.2%

Total vesting 0% of maximum

1. The bespoke peer group comprised the following companies: 888 Holdings, Betsson, Caesars Entertainment, Evolution Gaming Group, Flutter Entertainment, Gamesys, International

Game Technology, Kindred Group, Playtech, Rank Group and TabCorp Holdings.

Share awards granted during 2025 (audited)

The table below sets out share awards granted to the Executive Directors during 2025 under the LTIP and Annual and Deferred Bonus

Plan(“ADBP”).

Name

Award Type

1,2

Grant Date

Face value of

award Shares awarded

% vesting at

threshold

performance

% vesting at

maximum

performance

Performance

conditions

S David

LTIP 10/3/2025 £ 4,072,500 562,810 16.7% 100.0% See below

ADBP 10/3/2025 £ 727,772 96,794 n/a n/a None

R Wood

LTIP 10/3/2025 £ 2,375,120 328,236 16.7% 100.0% See below

ADBP 10/3/2025 £ 509,446 67,757 n/a n/a None

G Isaacs

ADBP 10/3/2025 £ 316,459 42,089 n/a n/a None

1. The LTIP awards were calculated in line with the Plan rules based on a share price of £7.236, the closing share price on the day prior to grant.

2. Consistent with the Directors’ Remuneration Policy, 50% of an Executive Director’s annual bonus is deferred into shares under the ADBP. The awards shown above were granted in

respect of annual bonuses for the 2025 financial year. These awards will normally vest on 10 March 2028, the third anniversary of the grant, subject to continued employment or

approval of good leaver treatment. The number of shares granted was calculated, in line with the Plan rules, based on a share price of £7.5187 (the average price over the period

1October to 31December 2024).

3. As announced on 11February 2025, by mutual agreement Gavin Isaacs stepped down from the role of CEO. The 2024 bonus was deferred into shares in line with Policy for

three years.

For the 2025 LTIP, 50% of the award is based on TSR performance relative to the FTSE 100 and 50% on performance relative to an industry peer

group. Performance for these awards will be measured over the period 1January 2025 to 31 December 2027. The target ranges are set out below.

Metric Weighting

Threshold

(16.7% vesting)

Maximum (100%

vesting)

Relative TSR vs. FTSE 100 Index

50%

Median 85th Percentile

Relative TSR vs. bespoke peer group

50%

Straight-line vesting between threshold and maximum

A tailored peer group comprising: Flutter Entertainment, Codere, Rank Group, Evoke, MGM Resorts, SuperGroup, DraftKings, Penn Entertainment,

Tabcorp Holdings, Caesars Entertainment, La Française des Jeux/Kindred, Evolution Gaming as adjusted from time to time in accordance with

thisSchedule.

The terms of the 2025 awards provide the Committee with the ability to review the outcome at vesting and to make appropriate adjustments if it

concludes that participants have benefited from windfall gains over the performance period. The Committee also retains the ability, under the terms

of the Policy, to exercise discretion to override the formulaic outcomes if it believes that the formulaic outturn is not appropriate.

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Shareholdings and share interests

Shareholding guidelines

Executive Directors are required to maintain a shareholding as

determined by the Committee and retain this for a period following

cessation of employment. Executive Directors are expected to build up

their shareholding over a period of five years from the date of

appointment as an Executive Director (or, if later, from the date of any

change to the terms of the shareholding requirement). Shares that count

towards the requirement are those that are beneficially owned, any

vested share awards subject to a holding period and unvested deferred

bonus shares (on an after-tax basis). The current shareholding

requirements are:

4 CEO – 450% of base salary.

4 CFO & Deputy CEO – 350% of base salary.

In line with the provisions of the UK Corporate Governance Code,

theCommittee has implemented post-employment shareholding

requirements for the Executive Directors to ensure that they remain

aligned with shareholders for a period after they step down from the

Board. The Committee expects Executive Directors to maintain 100% of

their guideline (or their actual holding if lower) for two years following

departure. Shares purchased by the Executive Directors out of their own

funds will not count towards these guidelines. To assist in the

implementation of the post-employment shareholding guideline our

policy includes the potential to require leavers to deposit the requisite

number of shares into a trust or nominee arrangement. In the case of

good leavers, future vesting may be made subject to adherence to the

shareholding requirement.

Share interests (audited)

Executive Directors’ share interests as at 31December 2025 are set

outbelow.

Share interests subject to

performance conditions

Share interests not subject

to performance conditions

Name

Number of

beneficially

owned

awards

options

awards

options

Total

interests at

31 December

2024

Value of

shares held

as % of base

salary

Shareholding

requirement

met?

S David

589,691 1,089,436 — 96,794 — 1,775,921 543% Y

R Wood

255,519 819,897 — 100,368 — 1,175,784 399% Y

G Isaacs

103,700 584,893 — 42,089 — 730,682 110% N

1. Beneficially owned shares include shares held directly or indirectly by connected persons. There were no changes in the number of beneficially owned shares for any Executive Director

between 31 December 2025 and the date this report was signed.

2. Share interests subject to performance conditions are those made under the LTIP.

3. Share interests not subject to performance conditions are those made under the ADBP.

4. In line with our shareholding policy, the value of shares held as a percentage of base salary includes shares owned by the Executive Directors and the after-tax shares held under the

ADBP, based on the closing price at 31December 2025 (£7.666) and salaries at 31December 2025 of £905,000 for Stella David, £593,780 for Rob Wood and a salary at the time of

leaving for Gavin Isaacs of £875,000.

Service contracts and letters of appointment

Details of the Executive Directors’ service contract and the Non-Executive Directors’ letters of appointment are set out below. All Directors’ service

contracts and letters of appointment are available for inspection at the Company’s registered office and at the AGM, until the start of the meeting.

Director

Date appointed

Arrangement

Notice period

P Bouchut

11 August 2025

Letter of appointment

3 months

S David

11 February 2025

Service contract

12 months

R Wood

5 March 2019

Service contract

12 months

V McDowell

8 November 2023

Letter of appointment

3 months

D Satz

22 October 2020

Letter of appointment

3 months

R Welde

1 July 2022

Letter of appointment

3 months

A Brown

8 November 2023

Letter of appointment

3 months

R Sandler

3 January 2024

Letter of appointment

3 months

M Goldberg

14 May 2025

Letter of appointment

3 months

H Ashton

8 July 2024

Letter of appointment

3 months

E Mesrobian

14 May 2025

Letter of appointment

3 months

1. Stella David assumed the role of Interim CEO on 11February 2025.

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External Appointments

Subject to Board approval, Executive Directors are able to accept appropriate outside Non-Executive Director appointments provided the aggregate

commitment is compatible with their duties as Executive Directors. The Executive Directors concerned may retain fees paid for these services.

Payments for loss of office (audited)

Gavin Isaacs

Upon stepping down from the Board on 11February 2025, Gavin’s 12-month notice period commenced with immediate effect. Gavin received

payment for his notice period relating to salary only. Payments were made monthly in instalments and subject to mitigation if he found alternative

paid employment.

Gavin was eligible for a pro-rated 2025 annual bonus determined in the same manner as the other Executive Directors and paid in cash and

deferred shares in the usual manner. This amount is shown in the single figure table on page 140. The Remuneration Committee exercised discretion

to allow Gavin to retain the 2025 LTIP award, pro-rated by 5/36ths to reflect the number of whole months served, and subject to the original

performance conditions. Should the award vest in September 2027, it will be subject to a further two-year holding period. Gavin will not receive a

2026 annual bonus or 2026 LTIP award.

Malus and Clawback

The Committee did not apply any malus or clawback during the year.

Chair and Non-Executive Directors

Single figure of remuneration table (audited)

The remuneration of the Non-Executive Directors is shown below.

Key

Audit & Risk Committee Member

People & Governance Committee Member

Capital Allocation Committee

Sustainability & Compliance Committee Member

Remuneration Committee

Pierre Bouchut

502 189 6 — 508 189

Stella David

151 131 — — 151 131

Virginia McDowell

110 116 18 18 128 134

David Satz

184 119 28 29 212 148

Rahul Welde

110 95 6 — 116 95

Amanda Brown

130 128 6 — 136 128

Ricky Sandler

105 94 18 29 123 123

Michael Goldberg

64 — 12 — 76 —

Helen Ashton

134 54 6 — 140 54

Edmond Mesrobian

61 — 12 — 73 —

Ronald Kramer

12 75 18 12 30 87

Fixed

Non-Executive Directors

Committee membership

asat31December2025

Fees

£000

Benefits

£000

Total fixed

remuneration

2025 2024 2025 2024 2025 2024

1. Non-Executive Directors receive fees and benefits in the form of Intercontinental travel allowance as laid out in the fee structure.

2. Pierre Bouchut’s fees are denominated in GBP and paid in Euro’s.

3. Stella David assumed the role of Interim CEO from 11February 2025. Fees in the table above for 2024 and 2025 reflect her role as a Non-Executive Director only. Remuneration for her

role as an Executive Director is shown in the table on page 140.

4. David Satz’s fees are denominated in GBP and paid in USD. David assumed the role of Senior Independent Director on 13 February 2025.

5. Ricky Sandler’s fees are denominated in GBP and paid in USD.

6. Michael Goldberg joined the Board on 14May 2025.

7. Helen Ashton joined the Board on 8July 2024.

8. Edmond Mesrobian joined the Board on 14May 2025.

9. Ronald Kramer stepped down from the Board on 23April 2025.

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Entain plc Annual Report 2025 145

Fee structure

The table below sets out the fee structure which will apply from 1January 2026 for the Non-Executive Directors and the Chair representing an

increase of 2.5%, in line with the wider workforce.

As at 1 January 2025 As at 1 January 2026

Chair

£525,000 £538,125

Senior Independent Non-Executive Director

£165,000 £169,125

Board Member

£95,000 £97,375

Chair of a Board Committee

£30,000 £30,750

Intercontinental travel allowance

£6,000 £6,000

Committee Membership

£5,000 £5,000

Where a Non-Executive Director is required to undertake intercontinental travel in the performance of their role, this allowance will be paid (for each trip) to acknowledge the additional time

commitment involved.

Share interests (audited)

Non-Executive Directors’ share interests as at 31December 2025, or date of leaving the Board if earlier, are set out below.

Director

Number of beneficially owned shares

P Bouchut

48,500

V McDowell

15,000

D Satz

7,500

R Welde

21,644

A Brown

10,000

R Sandler

—

M Goldberg

—

H Ashton

—

E Mesrobian

—

G Isaacs

103,700

R Kramer

—

1. Beneficially owned shares include shares held directly or indirectly by connected persons. There were no changes in the number of shares owned outright for any Non-Executive

Director between 31December 2025 and the date this report was signed.

2. Ricky Sandler is the Chief Executive Officer and Chief Investment Officer of Eminence Capital LP, a major shareholder of Entain plc. Eminence Capital LP currently holds

41, 425, 426 shares.

3. Gavin Isaacs stepped down as CEO on 11February 2025.

4. Ronald Kramer stepped down from his role as Non-Executive Director on 23April 2025.

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146 Entain plc Annual Report 2025

The remuneration framework for Executive Directors at Entain is intended to

incentivise them to execute the Company’s strategy and create long-term

sustainable value for shareholders. It is simple, focused and aligned with key

financial and strategic business goals.

Performance metrics and link to strategy

The table below demonstrates how each element of our reward package, including the new LTIP measures, links to our three strategic priorities of

Organic Growth, Margin Expansion and Cash Generation. More information about our strategic priorities is set out on pages 26-27.

Element of reward

Link to reward

Organic Growth Margin Expansion Cash Generation

Bonus

Group Underlying Operating Profit

n n n

NGR including 50% BetMGM

n n n

Operational Cash flow

n n n

Safer betting and gaming

Individual objectives

n n n

LTIP

Adjusted Cash flow

n n n

Adjusted Diluted EPS

n n n

Relative Digital market growth ex. US

n n n

TSR against bespoke comparator group

n n n

Year 1 Year 2 Year 3 Year 4 Year 5

Total pay

Fixed Pay

Base salary

Benefits

Pension

Annual Bonus

One-year performance

period

Key performance

metrics

Malus provisions apply

Three-year deferral period for 50%

ofthe award

No further performance conditions

Clawback provisions apply

LTIP

Three-year performance period

Key performance metrics

Malus provisions apply

Two-year holding period

No further performance conditions

Clawback provisions apply

Shareholding

Requirement

Executive Directors’ minimum shareholding requirement applies

both in and following cessationofemployment

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Executive remuneration at Entain

Entain plc Annual Report 2025 147

Implementation of the Remuneration Policy for Executive Directors

The tables below illustrate how the Committee applied the Policy in 2025 and details as to how the Committee intends to implement it in 2026.

Element

Operation How we implemented the Policy

in 2025

How we plan to implement the

Policy in 2026

Salary

To provide competitive fixed

remuneration that will attract and

retain appropriate talent. Reflects

an individual’s responsibilities,

experience and role.

4 Salaries for Executive

Directors are reviewed

annually by the Committee

and any increases normally

take effect from 1 January. To

the extent that increases are

awarded, these will ordinarily

be no higher than the typical

level of increase across the

wider workforce.

Pension

To provide an opportunity for

retirement planning.

4 Executive Directors have

theopportunity to participate

in a company-provided

pension, which is in line with

that available to other

employees, or may receive

acash allowance in lieu of

acompany contribution.

Benefits

To provide competitive benefits

and to attract and retain high

calibre employees.

4 The value of benefits is

based on the cost to the

Group and there is no pre-

determined maximum limit.

4 Executive Directors receive

standard benefits such as

medical and life insurance

and car allowance.

Annual Bonus

To incentivise the achievement of

key financial and non-financial

performance targets in line with

corporate strategy over a one-year

period.

4 Maximum annual incentive

opportunity of 250% of

salary for the CEO and

200%of salary for other

Executive Directors. No

payment will bemade for

below-threshold

performance. 50% of the

maximum opportunity is

payable for target

performance.

4 50% of any bonus award

willbe deferred into shares

for three years.

4 Dividend equivalents are

payable on deferred shares.

4 Malus and clawback

provisions apply.

1. The salary for Michael Snape is effective from his date of joining.

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Base pay

Effective 1

January 2025

Effective 1

January 2026 % Increase

Stella David

905.0 927.6 2.5%

Rob Wood

593.8 608.6 2.5%

Michael Snape

0.0 595.0 —%

Pension Contribution

Effective 1 January

2025 (% of base pay)

Effective 1 January

2026 (% of base pay)

Stella David

6.0% 6.0%

Rob Wood

6.0% 6.0%

Michael Snape

6.0%

Benefits during 2025 include:

4 Transportation benefits

4 Financial and tax support

4 Medical benefits

Maximum Opportunity

2025 2026

Stella David

250% 250%

Rob Wood

200%

–%

Michael Snape

–% 200%

Performance Targets

2025 2026

Group Underlying Operating Profit excl.

BetMGM

60% 55%

Group NGR inc. 50% BetMGM

20% 20%

Operating Cash flow

–% 5%

Safer Betting and Gaming

10% 10%

Individual objectives

10% 10%

1. Any payment is subject to completion of the “Big4” mandatory training programmes

(see page 55).

Targets are considered commercially sensitive and will be disclosed in the 2026 Directors’

Remuneration Report.

Fixed pay

Y1 Y2 Y3 Y4 Y5

Fixed pay

Y1 Y2 Y3 Y4 Y5

50% cash

Y1 Y2 Y3 Y4 Y5

50% shares

Y1 Y2 Y3 Y4 Y5

Element

Operation

LTIP

To incentivise the execution of the

long-term business plan and the

delivery of long-term sustainable

value for shareholders.

4 Maximum award of 450% of

base salary for the CEO and

400% of base salary for other

Executive Directors.

4 Threshold performance results

in 16.7% of the award

vesting, where maximum

award levels are granted.

4 Vesting is on a straight-line

basis between threshold

andmaximum.

4 Awards are granted annually

and are subject to a three-

year performance period.

4 A two-year holding period will

normally apply following the

vesting period.

4 Dividend equivalents are

payable on vested awards.

4 Malus and clawback

provisions apply.

Shareholding Guidelines

To ensure that Executive

Directors’ interests are aligned

with those of shareholders over

alonger time horizon.

4 Executive Directors are

required to retain their post-

tax vested shares from the

Company incentive plans

untilthe minimum

shareholding requirement

ismet and maintained.

4 Executive Directors are

normally required to maintain

100% of their guideline (or

their actual holding if lower)

for two years following

cessation of employment.

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Maximum Opportunity

2025 2026

Stella David

450% 450%

Rob Wood

400% –%

Michael Snape

–% 400%

2025 Metric

2025

Weighting

Threshold (16.7%

vesting)

Maximum (100%

vesting)

Relative TSR vs.

FTSE 100 Index

50%

Median 85th Percentile

Relative TSR vs. a

bespoke group of

sectoral peers

50%

2026 Metric

2026

Weighting

Threshold (25%

vesting)

Maximum (100%

vesting)

Relative TSR vs. a

bespoke group of

sectoral peers

25% Median 75th Percentile

Adjusted Group Cash

flow

25%

Targets for the 2026 award will

be confirmed at grant which is

due to be made following the

2026 AGM.

Adjusted Diluted EPS

25%

Market Growth

25%

1. The sectoral peer group for the 2025 award comprised the following companies:

Caesars Entertainment, Codere, Draft Kings, Evoke, Evolution Gaming, Flutter

Entertainment, La Française des Jeux/Kindred, MGM Resorts, Penn Entertainment,

Rank Group, SuperGroup, Tabcorp Holdings.

Minimum

Shareholding

Requirement

(MSR)

Full MSR

(% of base pay)

Post-cessation

MSR

(% of base pay)

Actual

Shareholding

31 December 2025

(% of base pay)

Stella David

450%

450% for two

years

543%

Rob Wood

350%

350% for two

years

399%

Michael Snape

350%

350% for two

years

—%

Gavin Isaacs

450% 110%

Further details on the Executive Directors’ share interests as at

31December 2025 are detailed on page 144.

Up to 450% of salary

Y1 Y2 Y3 Y4 Y5

Two-year holding

period

Y1 Y2 Y3 Y4 Y5

Executive Directors’

shareownership

Y1 Y2 Y3 Y4 Y5

Understanding our colleague reward framework

Our people are vital to our business. At Entain, we believe in fairness throughout the Company. In considering our reward framework we apply

consistent principles through the Group.

4 We will provide a competitive package compared to the relevant market for each colleague.

4 We will ensure colleagues can share in the success of the business, where appropriate, through performance-based variable remuneration and

the opportunity to acquire Entain shares.

4 We aim for transparency and a fair cascade of remuneration throughout the Group.

The Remuneration Committee considers a range of factors when deciding upon the remuneration for Executive Directors, one of which is the

alignment with pay practices across the wider workforce. The table below summarises the remuneration structure for employees below the Board.

Element

Wider workforce

Executive Directors and senior management

Base salary 4 Our base salary is the basis for a competitive total

reward package for all employees, and we review

these annually.

4 The review takes into account a number of factors

such as country budget, relevant market

comparators, the skills, knowledge and experience

of each individual, relativity to peers within the

Company and local legislative requirements.

4 In setting the salary review budget each year, we

consider affordability as well as assessing how

employee base salaries are positioned relative to

market rates, forecasts of any further market

increases and attrition rates.

4 The base salary of our Executive Directors

andsenior management forms the basis of their

total remuneration and we review their

salariesannually.

Benefits and pension 4 We offer market-aligned benefits packages

reflecting market practice in each country in

whichwe operate.

4 Where appropriate, we offer elements of

personalbenefit choice to our employees.

4 The benefits packages of our Executive Directors

and senior management are aligned with the

wider workforce of the country in which they

areemployed.

4 Subject to local legislation, Executive Directors

are eligible to participate in the pension

arrangement in their country of employment on

the same basis as local employees.

Short-term incentives 4 Many of our global workforce participate in the

Group annual bonus, with metrics typically

aligned to those of the Executive Directors and

senior management, although depending on role,

greater emphasis may be placed on business

unitperformance.

4 We operate local incentive arrangements where

appropriate to align with market practice.

4 The Executive Directors and senior management

participate in the annual bonus plan on the same

basis as eligible members of the global

workforce. Metrics and weightings may vary

based on seniority and/or business unit.

4 Half of any award to an Executive Director is

subject to deferral into shares for three years.

Malus and clawback provisions apply.

Long-term incentives 4 A proportion of this population is eligible to be

considered for LTIP or Restricted Stock Awards,

which vest after three years.

4 Malus and clawback provisions apply. Employees

have the opportunity to participate in the Group’s

all-employee ShareSave plan.

4 We operate an LTIP with a three-year

performance period for Executive Directors and

senior management, and vesting is subject to

Group performance outcomes.

4 Awards made to Executive Directors are subject

to a two-year holding period following vesting.

Read more about the Committee’s work during 2025 on page 139.

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150 Entain plc Annual Report 2025

Consideration of colleague and stakeholder views

The Committee remains committed to fairness and transparency in

remuneration arrangements across the Group, applying consistent

principles to pay for Executive Directors and our wider colleague

population. To support this, the Committee receives regular updates on

Group-wide remuneration practices. During 2025, this included briefings

on the annual salary review, bonus outcomes linked to Podium

Performance, and the ShareSave plan, as well as our approach to pay

for UK Retail colleagues.

Engagement initiatives continued to provide colleagues with a voice on

pay and incentives, creating opportunities for dialogue with leadership

and ensuring workforce perspectives inform remuneration decisions.

Overall engagement reached a record score of 84 in the global Your

Voice survey, up from 77 in 2024, reflecting a positive trend in colleague

sentiment. Through the Board, the Committee receives valuable insight

into general colleague views, including those on remuneration, supported

by feedback from our global Your Voice survey which ran in June 2025

(see page 139 for more detail on our Board Engagement activities).

Committee members and senior leaders participated in a range of

activities across the year, including employee forums, site visits and

global engagement sessions, covering themes such as collaboration,

recognition, reward, sustainability and talent development. These events

brought together colleague representatives from across the Group

andgave them the opportunity to engage with Committee members on

a wide range of topics. As with similar meetings held in previous years,

there was an open dialogue and our colleague representatives provided

very informative input on their experiences and suggestions. The

Committee members are grateful for the ongoing active participation

ofthese colleagues and the insights received and thank them for

theirinput.

All-employee remuneration

The Committee is mindful of Entain’s responsibility as an employer and

was kept informed of the approach taken to all-employee pay.

4 The budgets for our 2026 annual salary review were set taking into

account the current inflationary context being experienced by our

colleagues globally. As a result, salary review budgets of 2.5% were

approved, except India where 7.0% was approved.

4 Noting the difference for our hourly paid colleagues in UK Retail and

Stadia, with effect from 1January 2026, their minimum hourly rate of

pay has been increased by 4.1% to £13.00 (from £12.50).

The Committee was also pleased to note that we were able to

implement all-colleague remuneration initiatives during 2025, which

were very well received within the business:

4 All of our colleagues have the opportunity to share in the value they

create. A fifth cycle of our all-employee ShareSave plan was

launched in April 2025 to colleagues in 27 countries, increasing our

reach with 12% of our people electing to participate, giving them the

opportunity to purchase Entain shares at an option price of £4.60.

We intend to offer ShareSave again in 2026.

These initiatives acknowledge the importance of our colleagues in

delivering the Group’s objectives, and the Committee looks forward to

continuing the dialogue with our people in the coming year.

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Entain plc Annual Report 2025 151

CEO pay ratio (unaudited)

The first table below sets out the ratio at median, 25th and 75th percentile of the total remuneration received by our CEO compared to the total

remuneration received by our UK colleagues, while the second provides further information on the total colleague pay figure at each quartile, and the

salary component within this. In line with the regulations, for these purposes we have used the total remuneration received by both Gavin Isaacs and

Stella David during their time as CEO during 2025.

Total CEO pay in 2025 was 80 times the median (50th percentile). This is a slight increase from 79 times in 2024 which is mainly attributable to the

higher bonus in 2025 compared to 2024. Our UK employee population is predominantly made up of colleagues working in our retail estate, and the

Committee considers that this ratio is not out of line with that at other retail organisations.

Method

25th percentile 50th percentile 75th percentile

2025

Option A

103 80 63

2024

Option A

101 79 69

2023

Option A

90 78 65

2022

Option A

101 87 73

2021

Option A

139 122 98

2020

Option A

106 95 75

2019

Option A

278 229 170

UK colleagues – pay element

25th percentile 50th percentile 75th percentile

Salary

19,907 21,896 24,239

Total remuneration

32,747 42,122 52,967

We would highlight the following in terms of the approach taken:

4 Option A was chosen as it is considered to be the most accurate way of identifying colleagues at P25, P50 and P75, and is aligned with investor

expectations. Under this approach we calculate total remuneration for all of our UK colleagues and rank them accordingly on this basis.

4 The lower quartile, median and upper quartile colleagues were calculated based on full-time equivalent data as at 31December 2025. Salary

excludes any statutory payments such as maternity and sick pay; these items are reflected in the Total remuneration figures.

4 In reviewing the colleague pay data, the Committee is comfortable that the P25, P50 and P75 individuals identified appropriately reflect the

colleague pay profile at those quartiles, and that the overall picture presented by the ratios is consistent with our pay, reward and progression

policies for UK colleagues.

The Committee notes that Entain has in place a number of initiatives to ensure that the pay and conditions for our wider colleague population are fair

and reasonable and receives regular updates on reward practices throughout the Group.

We aim to provide a market-competitive remuneration package in each of the countries in which we operate. This includes benefits appropriate to

the local market and the ability for many colleagues to share in the success of Entain via annual incentive programmes. We successfully launched

the fifth cycle of our all-employee ShareSave plan in 2025 and another cycle will be offered in 2026.

Structures are in place to support salary progression, and regular market analysis by geography and role function is carried out, with action taken as

appropriate and salaries are typically reviewed in January each year.

Relative importance of the spend on pay

The table below sets out the overall spend on pay for all colleagues compared with the returns distributed to shareholders.

Significant distributions

2025 2024 % Change

Staff costs (£m)

899.2 868.8 3%

Distribution to shareholders (£m)

122.1 116.3 5%

1. Increase in staff costs is largely due to higher bonus outcomes and salary increases implemented in 2025.

2. Increase in distributions to shareholders reflects the higher dividend payments in 2025 compared to 2024.

Gender pay gap reporting

Our 2025 gender pay gap results provide insight into how our organisation is structured and how different parts of our business contribute to overall

pay outcomes. As a fast-moving, multi-channel operator with a large UK retail workforce, our results highlight where representation is strong and

where further action is needed. Our median hourly pay difference between male and female colleagues in the UK is 4.2% (2024: 4.3%), which

compares favourably with the UK median pay gap for all employees of 6.9% (source: Office for National Statistics, April 2025).

The shift in the median bonus gap, which reduced from 36.5% in 2024 to zero percent in 2025, can be attributed to payment of previously awarded

free shares to colleagues and a change in the way we recognise our colleagues in our retail business.

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Directors’ Remuneration

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152 Entain plc Annual Report 2025

Overall, the data reflects positive movement in our hourly pay gap and reinforces the importance of our ongoing efforts to increase female

representation in senior roles. Closing the gap in leadership roles, where women are underrepresented, is our biggest opportunity to drive change

and level the playing field. We are committed to creating opportunities that enable women’s professional and personal growth, and that makes sure

everyone is empowered to thrive.

Further information will be provided in our 2025 UK Gender Pay Gap report which will be published on the Company’s website at entaingroup.com/

sustainability-esg.

Summary of performance

The chart below shows the value of £100 invested in Entain since obtaining Main Market listing on 1 February 2016, compared with the value of

£100 invested in the FTSE 100 Index and the FTSE 350 Travel and Leisure Index. The FTSE 100 has been chosen on the basis that this is the index in

which Entain was a constituent for a number of years.

£100 invested in Entain on 1 February 2016 would have been worth £204 at 31December 2025 compared with £240 if invested in the FTSE 100

and £135 if invested in the FTSE 350 Travel and Leisure Index.

Entain

FTSE 100

FTSE 350 Travel & Leisure

01/02/16

31/12/16

31/12/17

31/12/18

31/12/19

31/12/20

31/12/21

31/12/22

31/12/23

31/12/24

31/12/25

£50

£100

£150

£200

£250

£300

£350

£400

£450

Summary of CEO remuneration outcomes: 2016–2025

Year

CEO

Single figure of

totalremuneration

Annual bonus payout

(% of maximum)

LTIP vesting

(% of maximum)

Legacy award vesting

(% of maximum)

2025

S David

£3.15m

100% —%

—%

2025

G Isaacs

£0.21m

87% —%

—%

2024

G Isaacs

£1.00m

87%

—% —%

2024

S David

£2.17m

89%

—% —%

2023

S David

£0.50m

—%

—% —%

2023

J Nygaard Andersen

£1.33m

20%

—% —%

2022

J Nygaard Andersen

£1.91m

49% —%

—%

2021

J Nygaard Andersen

£2.53m

100% —%

—%

2021

S Segev

£0.04m

—% —%

—%

2020

S Segev

£0.30m

—% —%

—%

2020

K Alexander

£1.68m

—% 90%

—%

2019

K Alexander

£5.23m

100% 91%

—%

2018

K Alexander

£19.10m

92% —%

100%

2017

K Alexander

£18.21m

100% —%

100%

2016

K Alexander

£17.83m

— —

100%

1. Stella David was appointed as Interim CEO on 11February 2025.

2. Gavin Isaacs was appointed CEO on 2 September 2024 and stepped down as CEO on 11February 2025.

3. Stella David was appointed Interim CEO on 13 December 2023 and stepped down to take on the role as the Chair on 30 September 2024.

4. Jette Nygaard Andersen was appointed CEO on 21 January 2021 and stepped down as CEO on 13 December 2023.

5. Shay Segev was appointed CEO on 17 July 2020 and stepped down from the Board on 21 January 2021. Shay’s 2018 and 2019 LTIP awards lapsed when he left employment and he

was not entitled to any bonus payment in respect of 2021.

6. Kenneth Alexander retired from the role of CEO on 17 July 2020.

7. The Executive Directors waived any entitlement to bonus for 2020 due to the Covid-19 pandemic.

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Entain plc Annual Report 2025 153

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

The table below shows the year-on-year change in salary, benefits and annual bonus earned from 2020 to 2025, for all Executive and Non-

Executive Directors and the Chair, compared to that for Entain’s UK colleagues. The comparison is not able to be shown for those individuals who

were not in role for the full 12 months of either year.

Base salary/Fees % Taxable Benefits % Annual Bonus %

2025 2024 2023 2022 2021 2025 2024 2023 2022 2021 2025 2024 2023 2022 2021

S David

R Wood

3.5% 3.5% 3.0% 3.6% 27.2% 4.2% 1.3% 1.4% 2.2% —% 16.6% (57.8%) (49.5%) n/a —%

G Isaacs

P Bouchut

4,5

165.8%

68.9% 5.1% (1.2%) (1.9%) —% n/a n/a n/a n/a n/a n/a n/a n/a n/a

A Brown

1.6% n/a n/a n/a n/a —% n/a n/a n/a n/a n/a n/a n/a n/a n/a

V McDowell

5,6

(5.2%) 8.4% 0.9% —% 5.4% —% n/a n/a n/a n/a n/a n/a n/a n/a n/a

D Satz

54.7% 26.3% (0.4%) 11.3% n/a (2.7%) n/a n/a n/a n/a n/a

R Welde

15.8% 11.8% n/a —% n/a n/a n/a n/a n/a

R Sandler

11.7% n/a n/a n/a n/a (37.9%) n/a n/a n/a n/a n/a n/a n/a n/a n/a

All Colleagues

11.4% 4.7% 10.9% (0.1%) 3.5% (3.5%)

(14.1%)

(16.5%) 1.9% (1.4%) (2.2%) 115.5% (9.7%) (50.8%)

132.4%

1. Stella David assumed the role of Interim CEO from 11February 2025 and the table above compares her role as Executive Director in 2025 and 2024. As she was not in either role for a

full 12 months in either 2021 or 2024 no comparisons are shown.

2. Rob Wood joined the Board during 2019. As he was not in role for the full 12 months of 2019, no comparison is shown in respect of 2020. In 2020, as an Executive Director, Rob was

subject to a 20% reduction in salary for three months and he waived his entitlement to receive a bonus under the 2020 Group annual bonus plan. In 2021, Rob’s salary was increased

from £430,000 to £525,000, effective 21 January 2021, upon taking on additional responsibility as Deputy CEO. In January 2025 Rob Wood received an increase in line with the wider

workforce of 3.5%.

3. Gavin Isaacs was appointed CEO on 2 September 2024. As he was not in role for a full 12 months of 2024 or 2025, no comparison is shown.

4. P Bouchut became interim chair on 11 February 2025 and was appointed as permanent chair on 11 August 2025. The fees for Pierre Bouchut are denominated in Euros but paid in

GBP, and the percentage changes in fees shown for him are as a result of foreign exchange movements, and partly in 2024 due to an increase in fees when he became Senior

Independent Director in December 2023.

5. In 2020, Pierre Bouchut and Virginia McDowell were subject to a 20% reduction in fees for three months.

6. V McDowell stepped down as Remuneration Committee Chair in 2024 which reflected in her lower fee in 2025.

7. David Satz’s assumed the position of Senior Independent Director on 13 February 2025. His fees are denominated in US Dollars but paid in GBP resulting in an element of the

percentage change in fees due to foreign exchange movements.

8. R Welde joined the board on 1July 2022.

9. The all-colleague data is comprised of that used to calculate the CEO pay ratio. To eliminate the impact of changes in colleague numbers year-on-year this has been based on average

base salary, benefits and annual bonus data. 2024 values have been updated to capture all employees in UK.

R Kramer stepped down from his position as Non-Executive Director on 23April 2025.

H Ashton jointed Entain on 8July 2024. As she was not in the role for the 12 months in 2024 no comparison is shown.

M Goldberg and E Mesrobian joined Entain on 14May 2025.

Where a Non-Executive Director is required to undertake intercontinental travel in the performance of their role, an allowance will be paid (for each trip) to acknowledge the additional time

commitment involved.

Directors’ Remuneration Report

The Director’s Remuneration Report was approved by the Board of Directors on 4 March 2026.

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154 Entain plc Annual Report 2025

The following section sets out our Directors’ Remuneration Policy. This Policy will be submitted as an advisory vote to shareholders at the 2026 AGM

and will come into effect from the date of the 2026 AGM.

As an Isle of Man incorporated company, Entain is not subject to the UK remuneration reporting regulations which apply to UK-incorporated

companies. Nevertheless, the Committee recognises the importance of effective corporate governance and is firmly committed to UK best practice.

The Remuneration Policy has therefore been prepared in accordance with the provisions of the UK’s Companies Act 2006 and Schedule 8 of the

Large and Medium Sized Companies Groups (Accounts and Reports) (Amendment) Regulations 2013 (the “Regulations”), the Listing Rules of the UK

Financial Conduct Authority and the UK Corporate Governance Code.

Changes from previous policy

The significant changes from the previous policy are highlighted below. The rationale for these is set out in the Chair’s Annual Statement on

page134-137.

In designing the new Policy, the Committee followed a robust process which included discussions on the content of the Policy at four Remuneration

Committee meetings, which included sessions of the Non-Executive Directors only. The Committee considered input from management and our

independent advisers and carried out a consultation exercise to gather the views of the Company’s major shareholders. No changes were

considered necessary or were made to the proposed Policy as a result of shareholder views.

Element

Proposed

Current

Base salary

To be reviewed in the usual manner at year end,

but % increase anticipated to be no higher than the

typical increase in the wider workforce

CEO – £905,000

CFO and Deputy CFO – £593,780

Pension

6% of salary delivered in a combination of cash allowance and/or pension contributions

Bonus

Opportunity

CEO – Target 125% of salary, Maximum 250% of salary

CFO, Deputy CEO and CFO – Target 100% of salary, Maximum 200% of salary

Metrics

Not less than 80% weighting on financial metrics

Up to 20% on non-financial metrics

80% Financial metrics

20% Non-financials metrics

Deferral

Shareholding guidelines not met – 50% deferred

into shares for three years

Shareholding guidelines met – 25% deferred into

shares for three years

50% deferred into shares for three years

LTIP

Opportunity

CEO – Annual opportunity of 450% of salary

CFO and Deputy CFO – Annual opportunity of 400% of salary

Metrics

25% Relative TSR vs. a group of sectoral peers

25% Adjusted diluted EPS

25% Adjusted cash flow

25% Digital Market growth vs market

Metrics subject to review by the Committee

50% Relative TSR vs. a group of sectoral

peers

50% Relative TSR vs. the FTSE 100

Framework

3-year performance period plus a 2-year holding period

Shareholding requirements

Within employment:

4 CEO – 450% of base salary

4 CFO and Deputy CFO – 350% of base salary

Individuals normally required to retain their guideline for two years post-cessation.

10. The consultation on the new Policy, in particular regarding the new metrics, was being completed just prior to publication of the Annual Report. The Committee is set to finalise the

associated targets to each measure after publication of the 2025 results. The awards to the Executive Directors will be made following the shareholder vote on the new Policy at the

AGM. The specific targets will therefore be published in the RNS disclosing those awards.

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Directors’ Remuneration Policy 2026

Entain plc Annual Report 2025 155

Below is the full detail of the Directors’ Remuneration Policy.

Base Pay

Pension

Benefits

Purpose and link to strategy

Provides a fixed level of earnings,

appropriate to the market and requirements

of the role.

To provide an opportunity for

retirementplanning.

To provide competitive benefits and to

attract and retain high calibre employees.

Operation

Reviewed annually, usually with effect from

1 January, taking into account: the scope of

the role; the individual’s skills, experience and

performance; competitive market data; pay

and conditions elsewhere in the Group; and

overall business performance. There is no

obligation to increase base pay upon any

such review and any decision to increase

base pay will take into account the

associated impact on overall quantum.

Individuals may also receive a temporary

increase in their salary or an additional

allowance in appropriate circumstances as

determined by the Committee. This may

include, for example, where they take on

additional responsibilities for a period or

‘act-up’ in another role.

Executive Directors are eligible to participate

in the Company provided pension

arrangement in place in their country of

employment, on the same basis as other

eligible employees and in line with local

statutory requirements. If adversely

impacted by local tax legislation, an

individual may receive a cash allowance

instead of the company contribution into the

pension plan.

The Executive Directors may receive benefits

including, but not limited to, private health

insurance, life insurance and car and

accommodation allowances.

Executive Directors may also participate in any

all-employee share plans that may be operated

by the Group from time to time on the same

terms as other employees.

The Committee recognises the need to maintain

suitable flexibility in the benefits provided to

ensure it is able to support the objective of

attracting and retaining personnel in order to

deliver the Group strategy. Additional benefits

such as relocation allowances on recruitment

may therefore be offered. The Company may

also cover the tax costs for provision of any

expenses.

Opportunity Maximum

There is no maximum base pay, but

ordinarily any increases will not exceed the

average percentage increase for the wider

workforce in the same locality. In specific

circumstances, the Committee may award

increases above this level, for example

where: base pay for arecently appointed

executive director has been set with a view

to allowing progression in the role over time;

or there has been a significant increase in

the size or scope of an Executive Director’s

role or responsibilities.

The maximum Company contribution is

currently 6% of salary in the UK and

Gibraltar (where our current Executive

Directors are employed).

This may be reviewed if required to meet

anychanges in statutory requirements, or in

line with changes to contribution rates for

other employees.

The Committee retains discretion to

determine the approach and calculation

ofthe workforce pension level, including if

relevant the methodology for

internationaldirectors.

The maximum is the cost of providing the

relevant benefits.

The maximum award under any all-

employee share plan is in line with the

maximum within the relevant plan rules and

as applicable to other participants. Awards

would also be subject to any prevailing

statutory limits.

Performance

Personal performance will be taken into

consideration in determining any base pay

increase.

No Performance provisions apply

Recovery Provisions

No recovery provisions apply

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156 Entain plc Annual Report 2025

Annual Bonus Plan

Long-Term Incentives (LTIP)

Minimum Shareholding Requirement

Purpose and link to strategy

To incentivise the achievement of key

financial and non-financial performance

targets in line with corporate strategy over a

one-year period.

To incentivise the execution of the long-term

business plan and the delivery of long-term

sustainable value for shareholders.

To ensure that Executive Directors’ interests

are aligned with those of shareholders over

alonger time horizon.

Operation

Awards made annually are typically based

on the achievement of a combination of

financial and non-financial

performancemetrics.

Normally, 50% of the bonus will be paid in

cash following the end of the financial year,

while 50% will be deferred into shares which

will vest at the end of three years subject to

continued employment.

When within employment shareholding

guideline has been met, deferral will normally

be 25%.

Participants will normally be entitled to

additional shares representing the dividends

paid up until the date on which shares can

first be acquired.

Awards are subject to performance

conditions, normally measured over three

financial years. Awards will typically vest

shortly after the performance period ends,

subject to achievement of the performance

conditions. Upon vesting, sufficient shares

can be sold to pay tax.

Participants will normally be entitled to

additional shares representing the dividends

paid up until the date on which shares can

first be acquired.

A two-year holding period will normally

apply for awards granted to the

ExecutiveDirectors.

Formal shareholding requirements that

encourage the Executive Directors to build

up, over a five-year period, and then

subsequently hold, a shareholding equivalent

to a percentage of base salary.

Adherence to these guidelines is a condition

of continued participation in the equity

incentive arrangements.

Executive Directors will be required to retain

the post-tax amount of vested shares from

the Company incentive plans until the

minimum shareholding requirement is met

and maintained.

Upon standing down from the Board,

Executive Directors will ordinarily be required

to continue to meet their shareholding

requirement for a period of two years (or

retain their actual shareholding, if lower).

Shares that were originally purchased by the

Director on their own account will ordinarily

be excluded from this requirement.

The Committee retains discretion to increase

the minimum shareholding requirement.

Opportunity Maximum

Maximum annual incentive opportunity of

250% of salary for the CEO and 200% of

salary for other Executive Directors.

Threshold performance is equal to 25% of

maximum opportunity.

Target performance is equal to 50% of the

maximum opportunity.

Maximum opportunity of 450% of base

salary for the CEO and 400% of base salary

for other Executive Directors.

Threshold performance results in 25% of the

award vesting. Where awards are made

between these levels, threshold vesting will

be set at an appropriate level so that

remuneration at threshold performance is

broadly unchanged.

Below threshold performance results in

zerovesting.

In line with the level of LTIP awards actually

granted, the shareholding guidelines will be:

4 for the CEO, 450% of salary; and

4 for other Executive Directors, 400%

ofsalary.

Performance

Usually based on a combination of:

4 financial metrics (ordinarily with

aweighting of at least 50%); and

4 non-financial metrics, which may include

for example strategic and

personalobjectives.

The Committee may change the

performance metrics and/or targets during

the year should events mean that the

original metrics or targets are no longer

considered appropriate.

Usually based on a combination of financial

and non-financial metrics aligned with key

long-term priorities for Entain.

Typically, at least 50% will be based on

financial performance (including share price

based metrics).

The Committee may change the

performance metrics and/or targets during

the performance period should events mean

that the original metrics or targets are no

longer considered appropriate.

No Performance provisions apply

Recovery Provisions

Malus and clawback provisions apply.

Seefurther details on 158.

Malus and clawback provisions apply.

Seefurther details on 158.

No recovery provisions apply

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Entain plc Annual Report 2025 157

Non-Executive Director (NED) Fees

Purpose and link to strategy

To ensure we are able to attract high calibre individuals and compensate appropriately for their experience and knowledge.

Operation

Non-Executive Directors are paid an annual fee and additional fees for chairing a committee. They may also be paid additional fees in

appropriate circumstances, including where they take on additional roles or responsibilities. This may include, for example, membership of

aBoard committee.

Fees are generally reviewed annually based on equivalent roles in companies of a similar size and complexity and those operating in similar

markets. Fees may be paid in cash, shares, or a combination of these vehicles.

The Company may provide the Chairman and Non-Executive Directors with tax advice and will pay reasonable expenses incurred by them

in carrying out their duties. The Company may settle any tax due in relation to these items.

Non-Executive Directors do not ordinarily participate in any variable remuneration or benefit arrangements.

Opportunity Maximum

The aggregate ordinary remuneration of the Non-Executive Directors shall not exceed the maximum specified in the Company’s Articles, as

approved by the Company’s shareholders. As at the date of this Policy, the maximum aggregate remuneration is £2m per annum and any

Non-Executive Director who serves on any Board Committee may be paid such extra remuneration as the Board may determine.

Performance

No Performance provisions apply

Recovery Provisions

No recovery provisions apply

Discretion within the Directors’ Remuneration Policy

The Committee has discretion in several areas of Policy as set out in this report. In particular the Committee has unfettered discretion under the terms

of our incentive plans to adjust, upward or downward, the formulaic outcome, where it considers that:

4 the outcome does not reflect the underlying financial or non-financial performance of the participant or the Group over the relevant period;

4 the outcome is not appropriate in the context of circumstances that were unexpected or unforeseen at the award date or when performance

targets were set; and/or

4 there exists any other reason why an adjustment is appropriate.

In any case where discretion were applied, the Committee would set out the rationale behind its decision at the relevant time.

For the avoidance of doubt, all discretions available under our share plan rules will be available under this Policy, except where explicitly limited by

this Policy.

The Committee may also exercise operational and administrative discretions under relevant plan rules as set out in those rules.

In addition, for regulatory, exchange control, tax or administrative purposes, or to take account of a change in legislation, the Committee has the

discretion to make minor amendments to the Policy without obtaining shareholder approval.

Malus and Clawback

Malus and clawback provisions apply to awards under the ADBP, LTIP and RSP. Trigger events include (but are not limited to):

4 discovery of a material misstatement resulting in an adjustment in the audited consolidated accounts of the Company or the audited accounts of

any Group Member for a period that was wholly or partly before the end of any testing period applicable to the award; and/or

4 the discovery that any assessment of any performance metric or target in respect of a payment or vesting of an award that was based on error,

or inaccurate or misleading information; and/or

4 the discovery that any information used to determine the payment or number of shares under award was based on error, or inaccurate or

misleading information; and/or

4 the discovery of any action or conduct of a participant which, in the reasonable opinion of the Committee, amounts to fraud, criminal conduct or

gross misconduct (including where such events take place after the participant ceases to be employed by the Group, provided that certain

additional criteria are fulfilled); and/or

4 any Group Member being censured by a regulatory or other relevant authority, or experiencing a significant detrimental impact on its reputation,

provided that the Committee is satisfied that the relevant participant was responsible for, or had direct managerial capacity or oversight over the

individual, team or division responsible for, the censure or reputational damage ; and/or

4 regulatory or internal investigation of any Group Member which leads to an adverse finding or settlement, or regulatory, criminal or civil action

against any Group Member, provided that (in each case) the participant was the subject of the investigation or action, or had direct managerial

capacity or oversight over the individual, team or division which was the subject of such investigation or action; and/or

4 a material corporate failure in any Group Member.

Malus will operate throughout the vesting periods. Clawback will apply five years from the grant of nil cost options or conditional awards, consistent

with peers and considered sensible for the business cycle. The malus and/or clawback periods may be suspended pending the outcome of any

investigation into facts or events which could potentially lead to the operation of the malus or clawback provisions.

The Committee believes that it has the necessary powers under the rules of the ADBP, LTIP and RSP to enforce these provisions, alongside the

Malus and Clawback Policy.

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Report

158 Entain plc Annual Report 2025

Application of policy

As an Isle of Man incorporated company, Entain does not have the benefit of the statutory protections afforded by the UK Companies Act 2006 in

relation to the remuneration reporting regime. Accordingly, if there is any inconsistency between the Policy (as approved by shareholders) and any

contractual entitlement or other right as a Director, the Company may be obliged to honour that existing entitlement or right.

Comparison with other employees

All employees receive base salary and benefits appropriate to their local market. For employees below Group Board level, Entain operates

discretionary bonus arrangements with opportunity levels linked to seniority and role. Performance metrics under these arrangements are broadly

aligned with those for the Executive Directors, although depending on role, there may be a greater emphasis on business unit rather than group

performance.

The LTIP is extended to a limited number of senior executives with performance metrics and targets set in line with the Policy table above. To assist

in the retention of senior talent, awards of Restricted Shares are made to a further select group of senior employees. To facilitate wider share

ownership among our employees, we offer an all-employee share plan (“ShareSave”) to the majority of our employees (where it is logistically viable

to do so). Any differences in an individual’s reward package is reflective of their location, seniority, role and level of responsibility.

Further details of how the Committee considers remuneration arrangements for our Executive Directors in the context of pay and conditions for our

wider employees is provided on pages 151 to 152.

Reward Scenario

The charts below show an estimate of the remuneration that could be received by Executive Directors under the Policy set out in this report.

CEO

£1,006,700

£4,253,300

£7,499,900

£9,587,000

Minimum

Target

Maximum

Maximum +50%

share price growth

Fixed

Bonus

LTIP

Share Price Growth

CFO

£630,700

£2,415,700

£4,200,700

£5,390,700

Minimum

Target

Maximum

Maximum +50%

share price growth

Fixed

Bonus

LTIP

Share Price Growth

Assumptions used in determining the level of payout under given scenarios are as follows:

Minimum

Target

Maximum

Fixed elements

Base salary for 2026

Benefits and pension paid in 2025

Annual Bonus Plan

Nil

50% of maximum payout

4 CEO – 125% of salary

4 CFO – 100% of salary

100% of maximum payout

4 CEO – 250% of salary

4 CFO – 200% of salary

LTIP

Nil

50% of maximum vesting

4 CEO – 225% of salary

4 CFO – 200% of salary

100% of maximum vesting

4 CEO – 450% of salary

4 CFO – 400% of salary

The maximum plus share price growth column shows the additional value that could pay out if the LTIP vests at maximum and share price increases

by 50%.

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Entain plc Annual Report 2025 159

100%

24%

27%

49%

13%

31%

56%

11%

24%

44%

22%

100%

26%

25%

49%

15%

28%

57%

1,190,000

12%

22%

44%

22%

Approach to recruitment and promotions

When setting the remuneration for a new Executive Director, the Committee will consider the candidate’s existing remuneration, the market rate for

the role, and the need to pay no more than necessary to facilitate the recruitment. The remuneration package will generally be set in line with the

remuneration policy for existing Executive Directors. Full details are set out below.

Remuneration Element

Recruitment Policy

Base Pay

These will be set in line with the policy for existing Executive Directors.

Where the new Executive Director is required to relocate, the Company may provide relocation support in accordance

with its normal relocation package for other senior employees (and including the payment of associated tax costs on

the relocation amount). The level of the relocation package will be assessed on a case by case basis but may include,

for example, a housing allowance and school fees and reflect cost of living differences.

Annual Bonus Plan

The appointed Executive Director will be eligible to earn a discretionary annual bonus in accordance with the rules

and terms of the ADBP.

The maximum opportunity will be 250% of salary for a new CEO and 200% of salary for any other Executive Director.

Long-term incentives

The appointed Executive Director will be eligible for performance-based equity awards in accordance with the rules

and terms of the LTIP.

The maximum opportunity will be 450% of base salary for a new CEO and 400% of salary for any other

ExecutiveDirector.

Maximum Variable

remuneration

The maximum variable remuneration which may be granted is 700% of salary for a new CEO or 600% of salary for

any other Executive Director.

Buyout Awards

It may be necessary to buy-out incentive pay, benefits or other contractual arrangements (including in relation to the

forfeiture of such amounts on leaving a previous employment or engagement).

Any such buy-out would be provided for taking into account the form (e.g. cash or shares), timing and performance

conditions of the remuneration being forfeited.

Replacement share awards, if used, will be granted using the Company’s employee share plans. Awards may also be

granted outside of these plans if necessary and as permitted under the Listing Rules.

The terms of the Policy, including this Recruitment Policy, may be applied flexibly in appropriate circumstances, including for example where an

individual took on an executive director role on a temporary or interim basis. This would include where the individual was previously performing a

non-executive director role.

Where an existing employee is promoted to the Board, the Policy set out above will apply from the date of promotion. Any existing remuneration

arrangements which fall outside of the Policy would be honoured and form part of the ongoing remuneration of the employee.

The Company’s policy when setting fees for the appointment of new Non-Executive Directors is to apply the policy that applies to current Non-

Executive Directors.

Service contracts and letters of appointment

The Company’s policy is that Executive Directors have rolling contracts which are terminable by either party giving the other 12 months’ notice.

Where considered appropriate, the Committee may initially appoint new Executive Directors with a longer notice period (up to a maximum of 24

months), which would subsequently taper down to 12 months over an appropriate period of time. The Chairman and Non-Executive Directors do not

have service contracts but are engaged under letters of appointment. Non-Executive Directors are appointed for an initial three-year term but are

subject to annual re-election at the Company’s AGM. All service contracts and letters of appointment are available for viewing at the Company’s

registered office and at the AGM.

Subject to Board approval, Executive Directors are able to accept appropriate outside Non-Executive Director appointments provided the aggregate

commitment is compatible with their duties as Executive Directors. The Executive Directors concerned may retain fees paid for these services.

Payment for loss of office

When determining any loss of office payment for a departing Executive Director, the Committee will always seek to minimise the cost to the

Company while complying with the contractual terms and seeking to reflect the circumstances of the departure. The Committee reserves the right to

make additional payments where such payments are made in good faith in discharge of an existing legal obligation (or by way of damages for

breach of such an obligation); or by way of settlement or compromise of any claim arising in connection with the termination of an Executive

Director’s office or employment.

If a contract is to be terminated, the Committee will determine such mitigation as it considers fair and reasonable in each case. There is no agreement

between the Company and its Executive Directors or employees, providing for compensation for loss of office or employment that occurs because of

a takeover bid. Service contracts do not contain liquidated damages clauses.

When determining the treatment of Company incentive plans upon cessation of employment, the Committee will consider the rationale for the

departure. An individual may be treated as a “good leaver” for these purposes if they leave by way of the following circumstances – (i) death, (ii)

injury, ill-health or disability, (iii) redundancy, (iv) retirement, (v) the employing company ceasing to be a Group company, (vi) transfer of employment

to a company which is not a Group company, and/or (vii) any other circumstances as determined by the Committee.

A summary of the treatment of the various elements of remuneration on termination of employment is set out in the table below. The treatment for a

leaver who does not fall into the definition of a good leaver is described under the “Other leavers” sections. Where discretion is available under the

Policy, the Committee would consider exercising this only after taking into account the particular circumstances of the departure and any other

relevant business rationale. The Committee will explain any discretion used to shareholders in the following Directors’ Remuneration Report.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Directors’ Remuneration

Report

160 Entain plc Annual Report 2025

Base Pay

These will be paid over the notice period.

The Company has discretion to make a lump sum payment in lieu of notice and to apply mitigation if considered appropriate.

The Company also has discretion to place an individual on garden leave for all or a portion of their notice period.

Annual

Bonus Plan

Good leavers

4 May be entitled to receive an annual bonus for the year of departure.

4 Performance conditions will typically be assessed at the end of the financial year,

with the bonus being paid on the normal payment date.

4 Any bonus will normally be pro-rated for the period worked during the financial year.

4 The Committee would decide whether to make full or part payment of the bonus

in shares or pay it fully in cash.

Other leavers

Typically, no bonus payable for year of cessation.

Discretion

The Committee has the following discretion available:

4 to determine that an individual is a good leaver; and

4 to determine whether to pro-rate the bonus for time – the default position is that

any bonus award will be pro-rated for time.

Any bonus for the year will normally

be pro-rated to the date of the

change of control and paid

immediately prior to the date of the

change of control.

Performance conditions will ordinarily

be measured at the date of the

change of control.

Discretion

The Committee has discretion to

determine whether to pro-rate the

bonus for this; the default position is

that any bonus award will be pro-

rated for time.

Deferred

Bonus Plan

Good leavers

All unvested deferred shares will be preserved, and typically vest on the normal

vesting date, although the Committee may choose to curtail the holding period such

that it ends no later than two years after the individual’s cessation (thereby ordinarily

aligning with the timeframe for the post-cessation shareholding requirement).

Other leavers

All unvested deferred shares will ordinarily be forfeited on cessation of employment.

Discretion

The Committee has the following discretion available:

4 to determine that an individual is a good leaver;

4 to determine whether to pro-rate deferred shares for good leavers – the

Committee’s normal policy is that it will not pro-rate; and

4 to vest deferred shares for good leavers at the end of the original deferral period

or earlier – the default position (for good leaver scenarios other than death) is that

they will vest on the original vesting date.

Any unvested deferred shares will

vest immediately prior to a change

of control.

Long-term

incentives

Good leavers

Unvested awards will typically vest on the normal vesting date subject to:

4 the extent any applicable performance conditions have been satisfied; and

4 pro-rating to reflect the period of time elapsed between grant and cessation of

employment as a proportion of the normal vesting period.

The two-year holding period will normally continue to apply.

Other leavers

All unvested awards will ordinarily be forfeited on cessation of employment, although

the Committee may choose to curtail the holding period such that it ends no later

than two years after the individual’s cessation (thereby ordinarily aligning with the

timeframe for the post-cessation shareholding requirement).

Discretion

The Committee has the following discretion available:

4 to determine that an individual is a good leaver;

4 to measure performance over the original performance period or at the date of

cessation – the default position for leaver scenarios other than death is that the

assessment will be performed at the end of the original performance period;

4 to determine whether awards should vest on the normal vesting date or earlier–

the default position, other than death, is that awards will vest on the original

vesting date;

4 to determine whether to pro-rate for time – the default position is that awards

will be pro-rated from the date of grant to the date of cessation; and

4 to determine whether, and the timeframe over which, the holding period will

apply following vesting – the default position, other than death, is that the holding

period will continue to apply.

Any unvested awards will normally

vest immediately prior to a change

of control subject to:

4 the extent to which any

applicable performance

conditions have been satisfied

at the date of change of control;

and

4 pro-rating to reflect the period

of time elapsed between grant

and change of control as a

proportion of the normal

vesting period.

Discretion

The Committee has discretion

available to determine whether to

pro-rate awards for time – the

default position is that they will be

pro-rated for time.

Incentive Plan

Treatment on Cessation of employment

Treatment on change of Control

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Directors’ Remuneration

Report

Entain plc Annual Report 2025 161

Consideration of shareholders’ views

The Committee has an open relationship with shareholders on remuneration matters. It welcomes dialogue and seeks to engage with significant

shareholders and representative bodies at the earliest opportunity on material changes to remuneration policy or structure.

During development of this Policy, the Committee Chair consulted with shareholders to get their input and views on remuneration at Entain.

Thefeedback received was presented to, and discussed by, the Committee and was taken into account to inform the final Policy design.

Directors’ Remuneration Report

The Directors’ Remuneration Report was approved by the Board of Directors on 4 March 2026.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Directors’ Remuneration

Report

162 Entain plc Annual Report 2025

Principal activity

Entain plc (the “Company”) and its subsidiaries (together the “Group”) is

a major international sports betting and gaming company operating

both online and in the retail sector.

The Company is registered as a public limited company under the Isle of

Man Companies Act 2006 and is listed on the Main Market of the

London Stock Exchange.

Directors

The Directors of the Company who were in office during the year are

disclosed on page 105.

The Company’s Articles of Association provide that any new Director

appointed by the Board during the year, who has not previously been

elected by shareholders, may hold office only until the next AGM, at

which point that Director must retire and stand for election. Furthermore,

at every AGM, all serving Directors must retire from office but may seek

re-election by the shareholders.

In compliance with the recommendation of the Code, all Directors will

seek reappointment at the 2026 AGM which is scheduled to be held on

29 April 2026.

Results and future performance

A review of the Group’s results and activities is covered within the

Strategic Report on pages 8 to 102. This section incorporates the Chair’s

statement, as well as the Chief Executive and Chief Financial Officer’s

reviews, which include indications of likely future developments.

Key performance indicators

Key performance indicators in relation to the Group’s activities are

continually reviewed by senior management and are presented on

page24.

Dividends

An interim dividend of 9.8p per ordinary share was paid on

29September 2025, and a second interim dividend for 2025 of

9.8p per ordinary share was approved by the Board on 26 February

2026, making a total dividend payment of £125m for the full-year 2025.

The Board recognises the importance of dividends to shareholders, the

strength of the operational performance of the business, and our future

prospects. The Board expects to continue with its progressive dividend

policy during 2026.

Change of control

The Group is party to a number of commercial agreements in the

ordinary course of business, including financing, leasing, contractual and

employee share plan arrangements, as well as holding a number of

gaming licences, which may contain provisions that take effect, alter or

terminate upon a change of control of the Company.

Corporate Governance

The Directors recognise the importance of corporate governance, and

their associated report is set out on pages 103 to 166. The information in

that section is deemed to form part of this Report and thus fulfils the

requirements of the corporate governance statement for the purposes of

DTR 7.2.1.

As a company quoted on the Main Market of the London Stock

Exchange, the Company applies the UK Corporate Governance Code

published by the Financial Reporting Council in 2024 (the “Code”), as

amended from time to time, and will seek to comply with the norms to

the extent appropriate for the size and nature of the Company. The

Board has considered the changes introduced by the updated Code and

will oversee implementation and as part of its ongoing governance

agenda, including the enhanced internal control reporting provisions that

apply from 2026.

Engagement with Employee Statements

This is discussed in the section 172 Statement on pages 76 to 79, pages

111 to 112 and page 151.

Engagement with Stakeholder Statements

This is discussed in the section 172 Statement on pages 76 to 79 and

pages 111 to 112.

Research and development

The Group’s research and development activities are focused on the

development and ongoing maintenance of the Entain platform, as well

as the enhancement of its product portfolio. The Group will continue to

invest in research and development to ensure it remains well positioned

to deliver sustainable growth.

For further details on the Group’s strategic priorities, see the

StrategicReport.

Customer and creditor payment policy

The Group is committed to prompt payment of customer cash-out

requests and maintains adequate cash reserves to cover customer

withdrawals and balances.

During 2025, the Group further enhanced the speed of customer

withdrawals across its platforms. By year end, approximately 95% of

Core Platform payout volumes (excluding BetMGM) were instant, the

remainder being payment methods that are either being

decommissioned, fraud related or subject to Gaming Safety Rule

reasons. For BetMGM, payout capability is currently supported for card

and Apple Pay withdrawals.

In the case of other creditors, it is the Group’s policy to agree on terms at

the outset of a transaction and ensure compliance with such agreed

terms. In the event that an invoice is contested, the Group informs the

supplier without delay and seeks to settle the dispute quickly.

Articles of Association

The Company’s Articles of Association may only be amended by special

resolution at a general meeting of shareholders.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Directors’ Report

Entain plc Annual Report 2025 163

Directors’ remuneration

The Executive Directors are engaged under Service Agreements, while

the Non-Executive Directors are engaged under Letters of Appointment.

The key terms of these arrangements are set out in the Directors’

Remuneration Report, which also provides details of each Director’s

remuneration on pages 134 to 166.

Powers of directors

Subject to company law and the Company’s Articles of Association, the

Directors may exercise all of the powers of the Company and may

delegate their power and discretion to Committees. The articles also

confer on the Directors the authority to appoint and remove Directors.

Directors’ interests

Details of the interests of each Director are set out in the Directors’

Remuneration Report on pages 143 and 144. This includes information

on current incentive arrangements and long-term incentive schemes, as

well as the Directors’ interests in the share capital of the Company as at

31 December 2025.

Conflicts of interest

On appointment, each Director is required to notify the Company of their

external board appointments, other significant commitments, and any

actual or potential conflicts of interest. Directors must disclose any actual

or potential conflicts of interest to the Board on an ongoing basis. Where

such conflicts of interest arise, the relevant Director does not receive

Board papers and is excluded from discussions and voting in respect of

the subject matter giving rise to the conflict. The Board has established

apolicy to identify and manage Directors’ actual and potential conflicts

of interest.

Directors’ indemnities

The Company has entered into deeds of indemnity with each of the

Directors, which comply with the Isle of Man Companies Act 2006.

These remain in force as at the date of this report.

Diversity

At the financial year end, female representation on the Board was

36.4%. While this is below the 40% target set by the FTSE Women

Leaders Review (the successor to the Hampton-Alexander Review),

theBoard met this target in the prior year and continues to support the

objectives of the Review. The Board remains committed to maintaining

an appropriate balance of skills, experience, and diversity and will seek

toaddress the Board gender imbalance when considering any future

Board appointments. Entain is also compliant with the Parker Review’s

target for at least one Board member to be from an ethnic minority

background (see tables below).

Number of

Boardmembers

Percentage of

the Board

Number of senior

positionson the Board

Number in Executive

Management

Percentage of

ExecutiveManagement

Men

7 64% 3 7 78%

Women

4 36% 1 2 22%

White British or other White

(including minority-White Groups)

91% 3 8 89%

Asian/Asian British

9% 1 11%

1. Senior positions on the Board comprise of the Chair, Chief Executive Officer, Chief Financial Officer and Senior Independent Director.

2. For the purposes of the FCA disclosures, “Executive Management” refers to the Group’s Executive Committee, including the Group Company Secretary, but excluding administrative

andsupportstaff.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Directors’ Report

164 Entain plc Annual Report 2025

Share capital

Details of the Company’s authorised and issued share capital, together with details of the movement therein, are set out in Note 27 to the financial

statements. This includes the rights and obligations attaching to shares and restrictions on the transfer of shares.

Acquisition of own shares

At the Group’s AGM held on 23 April 2025 a resolution was passed authorising the Company to purchase up to a maximum of 63,930,712 ordinary

shares representing approximately 10% of the issued ordinary share capital at that time. The Company did not undertake any share buybacks

pursuant to this authority during the financial year.

Substantial shareholdings – Interests in voting rights

As at 31 December 2025, the Company had been notified in accordance with Chapter 5 of the Disclosure and Transparency Rules of the following

interests in the Company’s Shares.

Shareholder

Number of Shares

% of Issued Share Capital

& Total Voting rights

The Capital Group Companies, Inc

72,157,204 11.28

Dodge & Cox

57,354,950 8.97

BlackRock Inc

44,332,171 6.93

Principal Financial Group

41,607,501 6.51

Eminence Capital, LP.

41,425,326 6.48

Corvex Capital

33,995,027 5.32

1. The Company had 639,603,758 ordinary shares in issue on 20 February 2026.

Between 31 December 2025 and the date of this report, we received a number of notifications from Barclays PLC in compliance with Chapter 5 of

the Disclosure and Transparency Rules. The latest notification, dated 24 February 2026, informed us that Barclays PLC held 32,174,244 ordinary

shares, representing 5.03% of the Company’s issued share capital.

Use of financial instruments

The risk management objectives and policies of the Group are set out within Note 25 of the financial statements.

Political donations

The Company did not make any political donations or incur any political expenditure during 2025 (2024: Nil).

Insurance

The Company maintains a directors’ and officers’ liability insurance policy in respect of any legal costs that may be incurred against the Directors in

dealing with any legal claims or investigations.

Annual General Meeting

The Company’s Annual General Meeting will be held on 29 April 2026. Further details can be found in the Notice of Meeting which is available on the

Company’s website.

Independent Auditor

KPMG LLP (“KPMG”) has expressed its willingness to continue in office as auditor and a resolution to re-appoint KPMG will be proposed at the

forthcoming AGM.

So far as the Directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the

Company’s auditors are unaware, and each Director has taken all the steps that he or she ought to have taken as a Director in order to make himself

or herself aware of any relevant audit information and to establish that the Company’s auditors are aware of that information.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Directors’ Report

Entain plc Annual Report 2025 165

Disclosures required under Listing Rule 6.6.1

The information required to be disclosed in accordance with Listing Rule 6.6.1 of the Financial Conduct Authority’s Listing Rules can be

located in the following pages of this Annual Report:

Information to be included

Reference in report

Long-term incentive schemes

143

Dividends

163

Principal activities

4-5, 19-21

The Strategic Report and the Directors’ Report together form the Management Report for the purposes of the Disclosure Guidance and

Transparency Rules 4.1.8R.

On behalf of the Board

Pierre Bouchut

Non-Executive Chair

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Directors’ Report

166 Entain plc Annual Report 2025

In this section

168 Independent Auditor’s Report

183 Consolidated income statement

184 Consolidated statement of

comprehensive income

185 Consolidated balance sheet

186 Consolidated statement of changes

inequity

187 Consolidated statement of cash flows

188 Notes to the consolidated financial

statements

243 Company income statement

244 Company balance sheet

245 Company statement of changes

inequity

246 Notes to the Company financial

statements

253 Glossary

254 Shareholder information

255 Company information

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Entain plc Annual Report 2025 167

To the members of Entain plc

1. Our opinion is unmodified

In our opinion:

4 the financial statements of Entain plc give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at

31December2025, and of the Group’s loss for the year then ended

4 the Group financial statements have been properly prepared in accordance with International Financial Reporting Standards adopted pursuant

toRegulation (EC) No 1606/2002 as it applies in the European Union;

4 the Parent Company financial statements have been properly prepared in accordance with UK accounting standards, including FRS 101

Reduced Disclosure Framework; and

4 the Group and Parent Company financial statements have been prepared in accordance with the requirements of the Isle of Man Companies

Act 2006.

What our opinion covers

We have audited the Group and Parent Company financial statements of Entain plc (“the Company”) for the year ended 31 December 2025 (FY25)

included in the Annual Report, which comprise:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities are

described below. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion. Our audit opinion and

matters included in this report are consistent with those discussed and included in our reporting to the Audit & Risk Committee.

We have fulfilled our ethical responsibilities under, and we remain independent of the Group in accordance with, UK ethical requirements including

the FRC Ethical Standard as applied to listed public interest entities.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Independent Auditor’s Report

168 Entain plc Annual Report 2025

Group

Parent Company (Entain plc)

4 Consolidated income statement

4 Consolidated statement of comprehensive income

4 Consolidated balance sheet

4 Consolidated statement of changes in equity

4 Consolidated statement of cash flows

Notes 1 to 34 to the Group financial statements, including the

accounting policies in Note 4.

4 Company income statement

4 Company balance sheet

4 Company statement of changes in equity

Notes 1 to 19 to the Parent Company financial statements, including

the accounting policies in Note 3.

2. Overview of our audit

Factors driving our

view of risks

Having taken due consideration of the current economic

and regulatory environment and activity of the Group

inthe period, we have not identified any new Key

AuditMatters.

Recoverability of investments in subsidiaries remains our

biggest focus in the audit of the parent Company, Entain

plc, due to their materiality in the context of the parent

Company financial statements.

Key Audit Matters

Vs FY24 Item

Impairment of goodwill and

estimation of associated

contingent consideration

çè

4.1

Litigation and contingent

liabilities

4.2

Revenue recognition from

online operations

çè

4.3

Recoverability of parent

Company’s investments in

subsidiaries

çè

4.4

Audit & Risk

Committee

Interaction

During the year, the Audit & Risk Committee met 5 times. KPMG are invited to attend all Audit & Risk Committee meetings

and are provided with an opportunity to meet with the Audit & Risk Committee in private sessions without the Executive

Directors being present. For each Key Audit Matter, we have set out communications with the Audit & Risk Committee in

section 4, including matters that required particular judgement for each.

The matters included in the Audit & Risk Committee Chair’s report on page 123 are materially consistent with our

observations of those meetings.

Our independence

We have fulfilled our ethical responsibilities under, and

we remain independent of the Group in accordance

with, UK ethical requirements including the FRC Ethical

Standard as applied to listed public interest entities.

We have not performed any non-audit services during

FY25 or subsequently which are prohibited by the FRC

Ethical Standard.

We were first appointed as auditor by the directors for

the year ended 31 December 2018. The period of total

uninterrupted engagement is for the 8 financial years

ended 31 December 2025.

The Group engagement partner is required to rotate

every 5 years. These are the first set of the Group’s

financial statements signed by Craig Parkin.

The average tenure of partners signing component

reporting is 3 years, with the shortest being 1 and the

longest being 5.

Total audit fee

£5.2m

Audit related fees

(including interim review)

£0.7m

Other services

Non-audit fee as a % of total audit and

audit related fee %

Date first appointed

6 June 2018

Uninterrupted audit tenure

8 years

Next financial period which requires

a tender

2028

Tenure of Group engagement partner

1 year

Average tenure of component signing

partners

3 years

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Independent Auditor’s

Report

Entain plc Annual Report 2025 169

Materiality

(Item 6 below)

The scope of our work is influenced by our view

ofmateriality and our assessed risk of

materialmisstatement.

We have determined overall materiality for the Group

financial statements as a whole at £47m (FY24: £45m)

and for the Parent Company financial statements as a

whole at £40m (FY24: £40m).

Consistent with FY24, we determined that revenue

remains the benchmark for the Group. We consider

totalrevenue to be the most appropriate benchmark

asthe Group has been loss making in the current and

prior financial year. Furthermore, total revenue is seen

as a key metric to users of the financial statements, as

demonstrated by the Group’s communications to

investors. As such, we based our Group materiality

onrevenue, of which it represents 0.9% (FY24: 0.9%)

Materiality for the Parent Company financial

statementswas determined with reference to

abenchmark of Parent Company total assets of

whichitrepresents 0.7% (FY24: 0.7%).

Materiality levels used in our audit

Group

Group Materiality

GPM

Group Performance Materiality

HCM

Highest Component Materiality

LCM

Lowest Component Materiality

AMPT

Audit Misstatement Posting Threshold

PLC

Parent Company Materiality

Group scope

(Item 7 below)

We have performed risk assessment procedures to

determine which of the Group’s components are likely

toinclude risks of material misstatement to the Group

financial statements, what audit procedures to perform

at these components and the extent of involvement

required from our component auditors around the world.

Of the Group’s 15 reporting components, we subjected

7 for further audit procedures, including the joint

venture. The components within the scope of our work

accounted for the percentages illustrated opposite.

The group operates a centralised IT function that

supports IT processes for certain components including

UK, Ireland and International Online, part of Italy and

BetMGM. The IT function is geographically spread

across Hyderabad (India), Gibraltar, Stratford (UK) and

Vienna (Austria). The transactions processed by these

IT systems are included in the financial information of

the reporting components it services and therefore it is

not a separate reporting component. The relevant IT

platforms are subject to specified risk-focused audit

procedures, predominantly the testing of the relevant

general IT control environment (“GITCs”) and automated

IT application controls.

Australia, New Zealand, Croatia, and part of Italy run

onseparate IT landscapes from the centralised IT,

therefore testing has been performed by local

KPMGteams.

In addition, for the remaining components for which we

performed no audit procedures, we performed analysis

at an aggregated Group level to re-examine our

assessment that there is not a reasonable possibility of

a material misstatement in these components.

We consider the scope of our audit, as communicated

to the Audit & Risk Committee, to be an appropriate

basis for our audit opinion.

1. Calculated by adding the Group’s share of revenue from its joint

ventures to the Group’s revenue figure

Group Revenue

Revenue including share of revenue from joint

venturesto the Group’s revenue figure

Total assets

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Independent Auditor’s

Report

170 Entain plc Annual Report 2025

30.55

2.35

33.75

2.25

86%

88%

81%

Group

FY25

FY24

GPM

FY25

FY24

HCM

FY25

FY24

LCM

FY25

FY24

AMPT

FY25

FY24

PLC

FY25

FY24

The impact of

climate change

onout audit

We have considered the potential impacts of climate change on the financial statements as part of our planning of the audit.

The Group has set out its commitment to be carbon net zero by 2035 including a reduction in scope 1, 2 and 3 emissions by

2027. The Group’s business model does not include high polluting activities and further information about the Group’s

identified climate risks is provided in the “Task Force for Climate-related Financial Disclosures Statement”. As part of our risk

assessment, KPMG have inquired with the Group’s Head of Sustainability and Compliance to understand the climate

change risks to the Group, the impact of their net zero commitment and what they have assessed the impact of these are on

the financial statements. We have also read meeting minutes of the Group’s Sustainability & Compliance committee and

applied our knowledge of the Group and sector in which it operates to understand the extent of the potential impact of

climate change risks on the Group’s financial statements. Considering the nature of the Group’s assets and liabilities, there

was no significant impact on our key audit matters or other key areas of our audit. We have read the Group’s Task Force for

Climate-Related Financial Disclosures in the front half of the Annual Report and considered consistency with the financial

statements and our audit knowledge.

3. Going concern, viability and principal risks and uncertainties

The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Group or the Parent Company

or to cease their operations, and as they have concluded that the Group’s and the Parent Company’s financial position means that this is realistic.

They have also concluded that there are no material uncertainties that could have cast significant doubt over their ability to continue as a going

concern for at least a year from the date of approval of the financial statements (“the going concern period”).

Going concern We used our knowledge of the Group, its industry, and the general

economic environment to identify the inherent risks to its business

model and analysed how those risks might affect the Group’s and

Company’s financial resources or ability to continue operations over

thegoing concern period. The risks that we considered most likely to

adversely affect the Group’s and Company’s available financial

resources and/or metrics relevant to debt covenants over this

periodwere:

4 The impact of a significant change in the Group’s gaming tax profile,

including changes in key geographies;

4 The impact of potential fines associated with ongoing regulatory

investigations together with potential outflows arising from

provisions and contingent liabilities; and

4 The impact of a cyber security or other failing affecting the

Group’soperating systems for a significant portion of the going

concern period.

We also considered less predictable but realistic second order impacts,

such as the impact of the political changes or significant changes in the

regulatory environment, which could result in a rapid reduction of

available financial resources.

We considered whether these risks could plausibly affect the liquidity

orcovenant compliance in the going concern period by comparing

severe, but plausible downside scenarios that could arise from these

risks individually and collectively against the level of available financial

resources and covenants indicated by the Group’s financial forecasts.

We assessed the completeness and accuracy of the going

concerndisclosure.

Accordingly, based on those procedures, we found the directors’ use of

the going concern basis of accounting without any material uncertainty

for the Group and Parent Company to be acceptable.

However, as we cannot predict all future events or conditions and as

subsequent events may result in outcomes that are inconsistent with

judgements that were reasonable at the time they were made, the

above conclusions are not a guarantee that the Group or the Parent

Company will continue in operation

Our conclusions

4 We consider that the directors’ use of the

going concern basis of accounting in the

preparation of the financial statements

isappropriate;

4 We have not identified, and concur with the

directors’ assessment that there is not, a

material uncertainty related to events or

conditions that, individually or collectively,

may cast significant doubt on the Group’s or

Parent Company's ability to continue as a

going concern for the going concern period;

4 We have nothing material to add or draw

attention to in relation to the directors’

statement in Note 2 to the financial

statements on the use of the going concern

basis of accounting with no material

uncertainties that may cast significant doubt

over the Group and Parent Company’s use of

that basis for the going concern period, and

we found the going concern disclosure in note

2 to be acceptable; and

4 The related statement under the Listing Rules

set out on page 102 is materially consistent

with the financial statements and our audit

knowledge.

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Disclosures of

emerging and

principal risks

andlonger-

termviability

Our responsibility

We are required to perform procedures to identify whether there is a

material inconsistency between the directors’ disclosures in respect of

emerging and principal risks and the viability statement, and the

financial statements and our audit knowledge.

Based on those procedures, we have nothing material to add or draw

attention to in relation to:

4 the directors’ confirmation within the Viability Statement on

page102 that they have carried out a robust assessment of the

emerging and principal risks facing the Group, including those that

would threaten its business model, future performance, solvency

and liquidity;

4 the Principal Risks disclosures describing these risks and how

emerging risks are identified and explaining how they are being

managed and mitigated; and

4 the directors’ explanation in the Viability statement of how they

have assessed the prospects of the Group, over what period they

have done so and why they considered that period to be

appropriate, and their statement as to whether they have a

reasonable expectation that the Group will be able to continue in

operation and meet its liabilities as they fall due over the period of

their assessment, including any related disclosures drawing

attention to any necessary qualifications or assumptions.

We are also required to review the Viability Statement set out on

page102 under the Listing Rules.

Our work is limited to assessing these matters in the context of only the

knowledge acquired during our financial statements audit. As we

cannot predict all future events or conditions and as subsequent events

may result in outcomes that are inconsistent with judgements that

were reasonable at the time they were made, the absence of anything

to report on these statements is not a guarantee as to the Group’s and

Parent Company’s longer-term viability.

Our reporting

We have nothing material to add or draw

attention to in relation to these disclosures.

We have concluded that these disclosures are

materially consistent with the financial

statements and our audit knowledge.

4. Key Audit Matters

What we mean

Key Audit Matters are those matters that, in our professional judgement, were of most significance in the audit of the financial statements and

include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those which had the

greatest effect on:

4 the overall audit strategy;

4 the allocation of resources in the audit; and

4 directing the efforts of the engagement team.

We include below the Key Audit Matters in decreasing order of audit significance together with our key audit procedures to address those matters

and our results from those procedures. These matters were addressed, and our results are based on procedures undertaken, for the purpose of our

audit of the financial statements as a whole. We do not provide a separate opinion on these matters.

4.1 Impairment

ofgoodwill and

estimation of

associated

contingent

consideration

inspecific cash

generating units

(Group)

Financial Statement Elements

Our assessment of risk vsFY24 Our results

FY25 FY24

Goodwill £607m £480m

çè

The Group has significant

value in goodwill and

complex contingent

consideration as a result of

historic acquisitions which

are sensitive to changes in

key assumptions.

FY25: Acceptable

FY24: Acceptable

Deferred and contingent

consideration

£909m £1,057m

Impairment charge (£488m) (£410m)

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4.1 Impairment of

goodwill and

estimation of

associated

contingent

consideration

(Group)

continued

Description of the Key Audit Matter

Forecast-based assumptions

Goodwill associated with the UK Digital, UK Retail, TAB NZ Digital and

TAB NZ Retail cash generating units (“CGU”) is significant and at risk of

irrecoverability due to timing of local regulatory changes and pressures

from competitors in local markets. The estimated recoverable amount

of this balance is subjective due to the inherent uncertainty involved in

forecasting estimated future cash flows.

These forecasts are also significant in determining the fair valuation of

contingent consideration in TAB NZ.

In particular, there is significant auditor judgement involved in

evaluating the projected cash flows (for the forecast period) used in the

analysis of the recoverable amount of the goodwill (UK Digital and TAB

NZ Digital) and the projected cash flows (for the forecast period) used

in the fair value calculation of the TAB NZ contingent consideration.

The effect of these matters is that we determined that in aggregate the

value in use calculation of UK Digital, UK Retail, TAB NZ Digital and

TAB NZ Retail had a high degree of estimation uncertainty, with a

potential range of reasonable outcomes greater than our materiality for

the financial statements as a whole, and possibly several times that

amount. The financial statements (Note 14) disclose the range /

sensitivity estimated by the Group.

Our response to the risk

We performed the tests below rather than

seeking to rely on any of the Group’s controls

because the nature of the area is such that we

would expect to obtain audit evidence primarily

through the detailed procedures described.

Our procedures included:

4 Our sector experience: Evaluating

assumptions used, in particular those relating

to forecast revenue growth and profit margin

assumptions with reference to our knowledge

of the Group and industry across all

jurisdictions, including from our inspection of

board approved strategy plans;

4 Benchmarking assumptions: Comparing the

Group’s assumptions over revenue growth

and margins to externally derived data such

as projected economic growth, industry

growth and cost inflation forecasts;

4 Discount rate: Developed our own

independent range of post-tax discount rates

using publicly available market data for

comparable companies and comparing these

rates to those utilised by management to

assess their reasonableness.

4 Sensitivity analysis: Performing sensitivity

analysis to assess the impact in the

impairment calculation to changes in sales

growth, profit margins and discount rate;

4 Historical comparisons: Evaluating the track

record of historical assumptions used against

actual results achieved;

4 Assessing consistency: Assessing the

consistency of the forecasts used in

impairment testing with those applied for the

going concern assessment; and

4 Assessing transparency: Assessing whether

the Group’s disclosures about the sensitivity

of the outcome of the impairment assessment

to a reasonably possible change in key

assumptions reflected the risks inherent in the

recoverable amount of goodwill.

Communications with the Entain plc’s Audit & Risk Committee

Our discussions with and reporting to the Audit & Risk Committee included:

4 Our audit approach as set out above, including not placing any reliance on controls;

4 Our conclusions from the procedures performed; and

4 Our views on the sensitivity disclosures included with respect to the materially sensitive assumptions.

Areas of particular auditor judgement

We identified the following as the areas of particular auditor judgement:

4 The appropriateness of the impairment disclosures with respect to the key assumptions referenced above, the

transparency of sensitivity disclosure and the conclusion to recognise impairment of £488m.

Our results

We consider the carrying amount of the goodwill and contingent consideration liability and the impairment expense that

have been recognised, and the disclosures made to be acceptable.

Further information in the Annual Report and Accounts: See the Audit & Risk Committee Report on page 123 for details on

how the Audit & Risk Committee considered impairment of goodwill and estimation of associated contingent consideration

as an area of significant attention, page 190 for the accounting policy, and page 206/Note 14 for the financial disclosures.

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4.2 Litigation and

contingent

liabilities (Group)

Financial Statement Elements

Our assessment of risk vsFY24 Our results

FY25 FY24

AUSTRAC provision £54m —

Due to the high degree

ofestimation uncertainty in

relation to the AUSTRAC

provision recognised in the

period, we consider that

therisk associated with

litigation liabilities

hasincreased.

FY25: Acceptable

FY24: Acceptable

Description of the Key Audit Matter

Civil penalty proceeding and

disputeoutcomes

The Group operates in an industry with

continuously high levels of regulation and is subject

to a number of pending and threatened claims and

regulatory actions.

We determined that the AUSTRAC provision

recognised in the period (FY25: £54m, FY24:nil)

has a high degree of estimation uncertainty, with

a potential range of reasonable outcomes greater

than our materiality for the financial statements

as a whole, and possibly many times that amount.

The financial statements (note 23) disclose the

provision recognised by Group.

4 In addition to the AUSTRAC matter, there are

also other matters that involve significant

judgement around whether an outflow is

considered to be probable and can be reliably

estimated. These include the Shareholders’

claim, Germany player claims and the Avid

legal case.

The financial statements (Note 31)

disclose the contingent liabilities for the Group.

1. There has been no significant change to Greek tax in the

current year and therefore this is no longer included within

our key audit matters although the risk is unchanged.

Our response to the risk

We performed the tests below rather than seeking to rely on any of

the Group’s controls because the nature of the area is such that we

would expect to obtain audit evidence primarily through the detailed

procedures described.

Our procedures to address the risk included:

Enquiry of lawyers: On all significant cases, where appropriate, we

assessed correspondence and enquired with the Group’s external

lawyers to corroborate our understanding of these matters,

accompanied by discussions with the Group’s internal counsel;

Challenging judgements and estimates: We obtained detailed

updates from the Group around significant existing and potential

claims and challenged the key judgements made in assessing

whether a provision is required and/or whether a contingent liability

disclosure is required based on our knowledge of the Group and

experience of the industry in which it operates. Where a provision has

been recognised, we challenged its appropriateness by using our

industry experience and consulting with external lawyers;

Our compliance expertise: Using our own forensic specialists to

identify actual and potential non-compliance with law and regulations

relevant to the Group’s business, analysed correspondence with

regulators, and monitored external sources of information;

Historical comparisons: We compared the outcomes of historical

cases to current cases with similar fact patterns; and

Assessing transparency: We assessed whether the Group’s

disclosures detailing significant proceedings adequately disclose the

potential liabilities of the Group.

Communications with the Entain plc’s Audit & Risk Committee

Our discussions with and reporting to the Audit & Risk Committee included:

4 Our audit approach as set out above, including not placing any reliance on controls and the involvement of

ourspecialists;

4 Our conclusions from the procedures performed; and

4 Our views on the AUSTRAC provision and the contingent liability disclosures included with respect to the current cases.

Areas of particular auditor judgement

We identified the following as the areas of particular auditor judgement:

4 The appropriateness of the AUSTRAC provision recognised in the period; and

4 The appropriateness of the contingent liability disclosures with respect to the current significant claims and regulatory

actions referenced above and the conclusion that no material provision is required in respect of these matters.

Our results

We found both the resulting AUSTRAC provision and the contingent liability disclosure in relation to other significant

claims and regulator actions are acceptable.

Further information in the Annual Report and Accounts: See the Audit & Risk Committee Report on page 123 for details on

how the Audit & Risk Committee considered litigation and contingent liabilities as an area of significant attention, page

189 and 190 for the accounting policy, and page 216/Note 23 and page 231/Note 31 for the financial disclosures.

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4.3 revenue from

online operations

(Group)

Financial Statement

Elements

FY25 FY24

Our assessment of risk vs FY24 Our results

Revenue from online

operations

£3,813m £3,633m

çè

We have not identified any

significant changes to our

assessment of the level of

riskrelating to revenue from

online operations

FY25: We found no errors

in the group's recognition

of revenue.

FY24: No errors identified

Description of the Key Audit Matter

Risk of data processing error

Revenue streams are computed and recorded on

complex IT systems that process a high volume of

low value transactions, with the gaming and betting

platforms and customer wallets (together “platform”)

being the key elements. Aggregated systematic

errors in calculations could result in incorrect

reporting of revenue from online operations.

Risk of fraud

We do not consider there to be a fraud risk in

relationto revenue recognition from online

operations, consistent with the conclusion reached

inFY24. This is due to the cumulative evidence

identified in relation to IT automated controls, the

consistent balance of player liabilities and the direct

relationship between revenue and cash reducing

theopportunity for manipulation.

Our response to the risk

Our procedures included:

Controls: For the Group’s platform we utilised our own IT auditors

to assess the relevant IT systems and controls by:

4 Understanding the data flow in the online betting environment by

observing bets placed on the customer-facing systems and tracing

the transactions to the platform, and then from the platform to the

data warehouse (storage) and then to the financial information

systems (accounting records) to assess whether the information is

passed appropriately from one system to another;

4 Testing operating effectiveness of relevant general IT controls

(“GITCs”) including access to programs and data and program

change – specifically evaluating account set-up and termination

of users, password restrictions, users with privileged access

and program change controls;

4 Assessing the impact of GITCs deficiencies and performing

additional audit procedures as needed, for example where

unauthorised users were identified, we tested whether those

users had inappropriately accessed the system; and

4 Testing automated controls around wallet deposits/

withdrawals, placing and settlement of bets, and calculation of

revenue through placing test bets.

Tests of details (tracing and vouching): We assessed the

appropriateness of revenue by performing the following:

4 Compare the cash movements in the customer wallets in

aggregate to revenue recognised from online operations

throughout the period.

4 As part of this comparison, for the cash movements relating to the

Payment Service Provider (“PSP”) receivable, we obtained a

summary of movements for the year and agreed a sample of non-

customer cash movements to external documentation, for example

funding, settlements and charges to either PSP or bank statements;

and

4 For other material reconciling items between the cash

movements and the revenue recognised, we critically assessed

the appropriateness of these items and, where relevant,

obtained supporting documentation.

Communications with the Entain’s Audit & Risk Committee

Our discussions with and reporting to the Audit & Risk Committee included:

4 Our approach to the audit of revenue from online operations including details of our planned substantive procedures and

the extent of our control reliance;

4 Discussions on the effectiveness of the general IT environment.

Areas of particular auditor judgement

We did not identify any areas of particular auditor judgement in relation to this Key Audit Matter.

Our results

We assessed the impact of identified control deficiencies and considered the effect on our substantive testing. Based on

thecontrol mitigation testing that we performed, we were not required to significantly expand the extent of our planned

detailed testing. Our testing identified no errors in the recording of revenue transactions for the revenues from online

operations (FY24: No errors identified)

Further information in the Annual Report and Accounts: See page 194 for the accounting policy, and page 196/Note 5

forthe financial disclosures.

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4.4 Recoverability

of parent

company’s

investments in

subsidiaries

(Parent Company)

Financial Statement

Elements

FY25 FY24

Our assessment of risk vs FY24 Our results

Investment in subsidiaries £5,653m £5,645m

çè

We have not identified any

significant changes to our

assessment of the level of risk

relating to recoverability of

parent company’s

investments in subsidiaries

compared to FY24.

FY25: Acceptable

FY24: Acceptable

Description of the Key Audit Matter

Low risk, high value

The carrying amount of the parent Company’s

investments in subsidiaries represents 98% (FY24:

94%) of the parent Company’s total assets. Their

recoverability is not at a high risk of significant

misstatement or subject to significant judgement.

However, due to their materiality in the context of the

parent Company financial statements, this is

considered to be the area that had the greatest effect

on our overall parent Company audit.

Our response to the risk

We performed the tests below rather than seeking to rely on any of

the Company’s controls because the nature of the balances is such

that we would expect to obtain audit evidence primarily through

the detailed procedures described.

Our procedures included:

4 For each material direct subsidiary, we compared the carrying

amount of the investment with the expected value of the

business based on discounted cashflow forecasts to assess

whether the expected future profits of the business would

support the investment.

Communications with the Entain plc’s Audit & Risk Committee

Our discussions with and reporting to the Audit & Risk Committee included:

4 Our approach to the audit of investments in subsidiaries, including details of our planned substantive procedures, and

that we would not seek to place reliance on controls.

4 Our conclusion on the procedures performed.

Areas of particular auditor judgement

We did not identify any areas of particular auditor judgement in relation to this Key Audit Matter.

Our findings

We found the company’s conclusion that there is no impairment of investments in subsidiaries to be acceptable.

(FY24:acceptable)

Further information in the Annual Report and Accounts: See page 247 for the accounting policy, and page 250/Note 11

forthe financial disclosures of the parent company.

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176 Entain plc Annual Report 2025

5. Our ability to detect irregularities, and our response

Fraud – identifying and responding to risks of material misstatement due to fraud

Fraud risk

assessment

To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could

indicatean incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment

proceduresincluded:

4 Enquiring of directors, the Audit & Risk Committee, internal audit and inspection of policy documentation as to the

Group’s high-level policies and procedures to prevent and detect fraud, including the internal audit function, and the

Group’s channel for “whistleblowing”, as well as whether they have knowledge of any actual, suspected or alleged fraud.

4 Reading Board, Audit & Risk Committee, and Remuneration Committee minutes.

4 Considering remuneration incentive schemes and performance targets for directors and how these are impacted by

separately disclosed items.

4 Using analytical procedures to identify any unusual or unexpected relationships.

4 Our forensic specialists assisted us in identifying key fraud risks. This included holding a discussion with the engagement

partner and team and assisting with designing relevant audit procedures to respond to the identified fraud risks.

Risk

communications

We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud

throughout the audit. This included communication from the Group audit team to full scope component audit teams of

relevant fraud risks identified at the Group level and request to full scope component audit teams to report to the Group

audit team any instances of fraud that could give rise to a material misstatement at the Group level.

Fraud risks As required by auditing standards, and taking into account possible pressures to meet profit targets and bonus incentives,

we perform procedures to address the risk of management override of controls and the risk that management may be in a

position to make inappropriate accounting entries, and the risk of bias in accounting estimates and judgements such as

recognition of legal and regulatory provisions, impairment of non-financial assets and pension assumptions. We have not

identified a fraud risk associated with any such estimates or judgements.

On this audit we do not believe there is a fraud risk related to revenue recognition because of the direct relationship between

revenue and cash reducing the opportunity for manipulation.

Procedures to

address fraud

risks

We also performed procedures including:

4 Identifying journal entries and other adjustments to test for in full scope components based on risk criteria developed

either using artificial intelligence transaction scoring or component specific risk criteria. These include but are not limited

to: postings between unusual accounts, postings without a description, unexpected postings, and entries by users who

seldom post journals.

4 Evaluated the business purpose of significant unusual transactions.

4 Assessing whether significant accounting estimates are indicative of a potential bias.

Work on the fraud risks was performed by a combination of component auditors and the Group audit team.

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Laws and regulations – identifying and responding to risks of material misstatement relating to compliance with laws andregulations

Laws and

regulations risk

assessment

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial

statements from our general commercial and sector experience, inspection of industry publications and through discussion

with the Directors and other management (as required by auditing standards), and from inspection of the Group’s regulatory

and legal correspondence and discussed with the directors and other management the policies and procedures regarding

compliance with laws and regulations.

As the Group is regulated, our assessment of risks involved gaining an understanding of the control environment including

the entity’s procedures for complying with regulatory requirements.

Risk

communications

We communicated identified laws and regulations throughout our team and remained alert to any indications of non-

compliance throughout the audit. This included communication from the Group audit team to in-scope component audit

teams of relevant laws and regulations identified at the Group level, and a request for in scope component auditors to report

to the Group audit team any instances of non-compliance with laws and regulations that could give rise to a material

misstatement at the Group level.

Direct laws

context and link

to audit

The potential effect of these laws and regulations on the financial statements varies considerably.

Firstly, the Group is subject to laws and regulations that directly affect the financial statements including financial reporting

legislation (including related companies legislation), and taxation legislation and we assessed the extent of compliance with

these laws and regulations as part of our procedures on the related financial statement items.

Most significant

indirect law/

regulation areas

Secondly, the Group is subject to many other laws and regulations where the consequences of non-compliance could have

a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or

litigation or the loss of the Group’s licence to operate. We identified the following areas as those most likely to have such an

effect: anti-bribery and corruption, recognising the nature of the Group’s operations, betting and gaming regulation and

responsible gaming legislation across all of the territories where the Group holds material operations.

For the matters discussed in Note 31 we assessed disclosures against our understanding from inspection of

correspondence received by the entity and inquiries with external legal counsel.

Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to

enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Therefore, if a

breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that

breach.

Known actual

orsuspected

matters/legislation

of particular

relevance

For both the AUSTRAC provision in Note 23 and contingent liabilities disclosed in note 31 we assessed disclosures against

our understanding from legal correspondence and procedures performed in response to the Key Audit Matter set out in

section 4.2.

Actual or

suspected

breaches

discussed with

Audit & Risk

Committee

We discussed with the Audit & Risk Committee matters related to actual or suspected breaches of laws or regulations,

forwhich disclosure is not necessary, and considered any implications for our audit.

Context

Context of the

ability of the audit

to detect fraud or

breaches of law or

regulation

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material

misstatements in the financial statements, even though we have properly planned and performed our audit in accordance

with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events

and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing

standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of fraud, as fraud

may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit

procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud

and cannot be expected to detect non-compliance with all laws and regulations.

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6. Our determination of materiality

The scope of our audit was influenced by our application of materiality. We set quantitative thresholds and overlay qualitative considerations to help

us determine the scope of our audit and the nature, timing and extent of our procedures, and in evaluating the effect of misstatements, both

individually and in the aggregate, on the financial statements as a whole.

£47m

(FY24 £45m)

Materiality for the

group financial

statements as

a whole

What we mean

A quantitative reference for the purpose of planning and performing our audit.

Basis for determining materiality and judgements applied

Materiality for the Group financial statements as a whole was set at £47m (FY24: £45m). This was determined with

reference to a benchmark of Group revenue.

Consistent with FY24 we determined that Group revenue remains the main benchmark for the Group. We consider total

revenue to be the most appropriate benchmark as the Group has been loss making in both the current and prior financial

year. Furthermore, total revenue is seen as a key metric to users of the financial statements, as demonstrated by the Group’s

communications to investors.

Our Group materiality of £47m was determined by applying a percentage to the Group revenue. When using a benchmark

of revenue to determine overall materiality, KPMG’s approach for listed entities considers a guideline range 0.5% - 1% of the

measure. In setting overall Group materiality, we applied a percentage of 0.9% (FY24: 0.9%) to the benchmark.

Materiality for the Parent Company financial statements as a whole was set at £40m (FY24: £40m), determined with

reference to a benchmark of Parent Company total assets, of which it represents 0.7% (FY24: 0.7%).

£26m

(FY24: £33.75m)

Performance

materiality

What we mean

Our procedures on individual account balances and disclosures were performed to a lower threshold, performance

materiality, so as to reduce to an acceptable level the risk that individually immaterial misstatements in individual account

balances add up to a material amount across the financial statements as a whole.

Basis for determining performance materiality and judgements applied

We have considered performance materiality at a level of 65% (FY24: 75%) of materiality for Entain plc Group financial

statements as a whole to be appropriate. We applied this reduced percentage in our determination of performance

materiality because we identified factors indicating an elevated level of risk in the current year.

The Parent Company performance materiality was set at £26m (FY24: £33.75m), which equates to 65% (FY24: 75%) of

materiality for the Parent Company financial statements as a whole.

£2.35m

(FY24: £2.25m)

Audit

misstatement

posting threshold

What we mean

This is the amount below which identified misstatements are considered to be clearly trivial from a quantitative point of

view. We may become aware of misstatements below this threshold which could alter the nature, timing and scope of our

audit procedures, for example if we identify smaller misstatements which are indicators of fraud.

This is also the amount above which all misstatements identified are communicated to Entain’s Audit & Risk Committee.

Basis for determining the audit misstatement posting threshold and judgements applied

We set our audit misstatement posting threshold at 5% (FY24: 5%) of our materiality for the Group financial statements. We

also report to the Audit & Risk Committee any other identified misstatements that warrant reporting on qualitative grounds.

The overall materiality for the Group financial statements of £47m (FY24: £45m) compares as follows to the main financial statement

captionamounts:

Total Group Revenue Group loss before tax Total Group Assets

FY25 FY24 FY25 FY24 FY25 FY24

Financial statement caption

£5,259.4m £5,089.2m £(556.8)m £(357.4)m £9,396.3m £10,141.0m

Group Materiality as % of caption

0.9% 0.9% (8%) (13%) 0.5% 0.4%

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7. The scope of our audit

Group scope What we mean

How the Group auditor determined the procedures to be performed across the Group.

We performed risk assessment procedures to determine which of the Group’s components are likely to include risks of

material misstatement to the Group financial statements and which procedures to perform at these components to address

those risks.

In total, we identified fifteen components, having considered our evaluation of the Group's operational structure, the

existence of common information systems, the existence of common risk profile across business units, the presence of key

audit matters and our ability to perform audit procedures centrally.

Of those, we identified 4 quantitatively significant components which contained the largest percentages of either total

revenue or total assets of the Group, for which we performed audit procedures.

Additionally, we selected 3 (FY24: 2) components with accounts and/or disclosures contributing to the specific risks to the

Group financial statements.

Accordingly, we performed audit procedures on 7 components, which we involved 7 component auditors in performing the

audit work on components. We also performed the audit of the parent Company.

We set the component materialities, ranging from £12 million to £32 million, having regard to the mix of size and risk profile.

Our audit procedures covered 86% of Group revenue and, 88% of revenue including share of revenue from joint ventures

and 81% of group total assets.

Impact of controls on our group audit

Entain plc relies on the effectiveness of several IT systems and applications to ensure the financial transactions are recorded

completely and accurately. The core gaming platforms and supporting systems were identified as key systems relevant to

the audit.

The two largest in-scope components that contribute 47% of revenue, use the Group’s core gaming platforms, which are

managed from a centralised IT function primarily in India. The general IT controls over, and the automated controls of, the

gaming platform were evaluated by the IT auditors within the group engagement team. Whilst we found deficiencies in the

IT environment, we were able to identify mitigating controls and performed additional work to assess the impact of the

remaining deficiencies. This allowed us to place reliance on key automated controls within these IT systems and platforms

and did not lead to a significant change to our planned audit approach.

The other in-scope components use different gaming platforms and these are managed locally. General IT controls and the

automated controls for these were evaluated by component IT auditors to determine whether controls within these IT systems

could be relied upon. Due to unmitigated deficiencies, we were unable to rely on IT controls for two components and therefore

adapted our audit approach and substantive procedures. For the rest of the components, we relied upon IT controls in determining

the work to be performed in the audit of revenue recognition from Online Operations in these components.

Due to the integral nature of the IT systems for revenue recognition from online operations, which has been identified as a

key audit matter, we tested the operating effectiveness of, and relied on, certain key manual and automated controls in our

audit of revenue recognition from Online Operations for all in-scope components.

In most other areas of the audit, including in our audit of retail revenue, we performed a fully substantive audit because we

believe it is more efficient than relying on controls.

Group auditor

oversight

What we mean

The extent of the Group auditor’s involvement in work performed by component auditors.

As part of establishing the overall Group audit strategy and plan, we conducted the risk assessment and planning

discussion meetings with component auditors to discuss Group audit risks relevant to the components, including the Key

Audit Matter in respect of revenue from online operations.

We met with 2 component auditors in person and the remaining 5 components had video and telephone conference

meetings. At these visits and meetings, the results of the planning procedures and/or further audit procedures

communicated to us were discussed in more detail, and any further work required by us was then performed by the

component auditors.

We inspected the work performed by the component auditors for the purpose of the Group audit and evaluated the

appropriateness of conclusions drawn from the audit evidence obtained and consistencies between communicated findings

and work performed, with a particular focus on revenue from online operations.

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Independent Auditor’s

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180 Entain plc Annual Report 2025

8. Other information in the annual report

The directors are responsible for the other information presented in the Annual Report together with the financial statements. Our opinion on the

financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except as explicitly stated below,

any form of assurance conclusion thereon.

All other information

Our responsibility

Our responsibility is to read the other information and, in doing so, consider whether, based on our

financial statements audit work, the information therein is materially misstated or inconsistent with the

financial statements or our audit knowledge.

Our reporting

Based solely on that work we have not

identified material misstatements or

inconsistencies in the other information.

Directors’ Remuneration Report

Our responsibility

In addition to our audit of the financial statements, the Directors have engaged us to audit the

information in the Directors’ Remuneration Report that is described as having been audited, which the

Directors have decided to prepare as if the Company was required to comply with the requirements of

Schedule 8 to The Large and Medium-sized Companies and Groups (Accounts and Reports)

Regulations 2008 (SI 2008 No. 410) made under the UK Companies Act 2006.

Under the terms of our engagement, we are also required to report to you if, in our opinion, the part of

the Directors’ Remuneration Report which we were engaged to audit is not in agreement with the

accounting records and returns.

Our reporting

In our opinion the part of the Directors’

Remuneration Report to be audited has

been properly prepared in accordance

with the UK Companies Act 2006, as if

those requirements applied to the

Company.

We have nothing to report in

theserespects.

Corporate Governance disclosures

Our responsibility

We are required to perform procedures to identify whether there is a material inconsistency between

the financial statements and our audit knowledge, and:

4 the directors’ statement that they consider that the annual report and financial statements taken as

a whole is fair, balanced and understandable, and provides the information necessary for

shareholders to assess the Group’s position and performance, business model and strategy;

4 the section of the annual report describing the work of the Audit & Risk Committee, including the

significant issues that the Audit & Risk Committee considered in relation to the financial statements,

and how these issues were addressed; and

4 the section of the annual report that describes the review of the effectiveness of the Group’s risk

management and internal control systems.

Our reporting

Based on those procedures, we have

concluded that each of these disclosures

is materially consistent with the financial

statements and our audit knowledge.

We are also required to review the part of the Corporate Governance Statement relating to the

Group’scompliance with the provisions of the UK Corporate Governance Code specified by the

ListingRules for our review.

We have nothing to report in this respect.

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Independent Auditor’s

Report

Entain plc Annual Report 2025 181

9. Respective responsibilities

Directors’ responsibilities

As explained more fully in their statement set out on page 91, the directors are responsible for: the preparation of the financial statements including

being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial

statements that are free from material misstatement, whether due to fraud or error; 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 they 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

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 our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not guarantee that

an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or

error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users

taken on the basis of the financial statements.

A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.

The Company is required to include these financial statements in an annual financial report prepared under Disclosure Guidance and Transparency

Rule 4.1.17R and 4.1.18R. This auditor’s report provides no assurance over whether the annual financial report has been prepared in accordance

with those requirements.

10. The purpose of our audit work and to whom we owe our responsibilities

This report is made solely to the Company’s members, as a body, in accordance with Section 80(c)of the Isle of Man Companies Act. Our audit work

has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for

no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the

Company’s members, as a body, for our audit work, for this report, or for the opinions we have formed.

Craig Parkin

for and on behalf of KPMG LLP, Statutory Auditor

Chartered Accountants and Recognised Auditors

EastWest

Tollhouse Hill

Nottingham

NG1 5FS

5 March 2026

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Independent Auditor’s

Report

182 Entain plc Annual Report 2025

			2025			2024
			Separately			Separately
			disclosed			disclosed
		Underlying	items		Underlying	items
		items	(Note 6)	Total	items	(Note 6)	Total
	Notes	£m	£m	£m	£m	£m	£m
Net Gaming Revenue		5,325.4	–	5,325.4	5,161.9	–	5,161.9
VAT/GST		(66.0)	–	(66.0)	(72.7)	–	(72.7)
Revenue	5	5,259.4	–	5,259.4	5,089.2	–	5,089.2
Cost of sales	7	(2,059.3)	–	(2,059.3)	(1,971.1)	–	(1,971.1)
Gross profit		3,200.1	–	3,200.1	3,118.1	–	3,118.1
Administrative costs	7	(2,405.0)	(1,055.2)	(3,460.2)	(2,387.3)	(866.7)	(3,254.0)
Contribution 1		2,568.7	–	2,568.7	2,480.5	–	2,480.5
Administrative costs excluding marketing		(1,773.6)	(1,055.2)	(2,828.8)	(1,749.7)	(866.7)	(2,616.4)
Group operating profit/(loss) before share of results
from joint ventures and associates		795.1	(1,055.2)	(260.1)	730.8	(866.7)	(135.9)
Share of results from joint venture and associates	16,17	66.1	–	66.1	(114.2)	–	(114.2)
Group operating profit/(loss)		861.2	(1,055.2)	(194.0)	616.6	(866.7)	(250.1)
Finance expense	8	(264.5)	(8.8)	(273.3)	(280.3)	(9.1)	(289.4)
Finance income	8	12.8	–	12.8	16.1	–	16.1
(Losses)/gains arising from change in fair value of financial instruments	8	(216.5)	–	(216.5)	145.0	–	145.0
Gains arising from foreign exchange on debt instruments	8	114.2	–	114.2	21.0	–	21.0
Profit/(loss) before tax		507.2	(1,064.0)	(556.8)	518.4	(875.8)	(357.4)
Income tax	10	(151.6)	27.9	(123.7)	(138.9)	35.3	(103.6)
Profit/(loss) for the year		355.6	(1,036.1)	(680.5)	379.5	(840.5)	(461.0)
Attributable to:
Equity holders of the parent		308.0	(974.7)	(666.7)	335.6	(788.3)	(452.7)
Non-controlling interests		47.6	(61.4)	(13.8)	43.9	(52.2)	(8.3)
		355.6	(1,036.1)	(680.5)	379.5	(840.5)	(461.0)
Earnings per share
From profit/(loss) for the year	12	62.4p²		(104.3) p	30.2p²		(70.8) p
Diluted earnings per share
From profit/(loss) for the year	12	61.8p²		(104.3) p	29.9p²		(70.8) p
Memo
EBITDA 3		1,160.1	(210.3)	949.8	1,088.8	(103.5)	985.3
Share-based payments		(12.1)	–	(12.1)	(13.3)	–	(13.3)
Depreciation, amortisation and impairment		(352.9)	(844.9)	(1,197.8)	(344.7)	(763.2)	(1,107.9)
Share of results from joint venture and associates		66.1	–	66.1	(114.2)	–	(114.2)
Group operating profit/(loss)		861.2	(1,055.2)	(194.0)	616.6	(866.7)	(250.1)

1. Contribution represents gross profit less marketing costs and is a key performance metric used by the Group.

2. The calculation of underlying earnings per share has been adjusted for separately disclosed items, and for the removal of foreign exchange volatility arising on financial instruments as

it assists in understanding the underlying performance of the Group. See Note 12 for further details.

3. EBITDA is earnings before interest, tax, depreciation and amortisation, share-based payments and share of JV income.

All items included above relate to continuing operations.

The notes on pages 188 to 242 form an integral part of these consolidated financial statements.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Consolidated income

statement

for the year ended

31December 2025

Entain plc Annual Report 2025 183

		2025	2024
	Notes	£m	£m
Loss for the year		(680.5)	(461.0)
Other comprehensive (expense)/income:
Items that may be reclassified to profit or loss:
Currency differences on translation of foreign operations		150.3	(189.4)
Total items that may be reclassified to profit or loss		150.3	(189.4)
Items that will not be reclassified to profit or loss:
Re-measurement of defined benefit pension scheme	29	(0.1)	(8.1)
Tax on re-measurement of defined benefit pension scheme	10	–	4.8
Revaluation loss of other investments	17	(0.1)	–
Total items that will not be classified to profit and loss		(0.2)	(3.3)
Other comprehensive income/(expense) for the year, net of tax		150.1	(192.7)
Total comprehensive expense for the year		(530.4)	(653.7)
Attributable to:
Equity holders of the parent		(544.9)	(621.4)
Non-controlling interests		14.5	(32.3)

The notes on pages 188 to 242 form an integral part of these consolidated financial statements.

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8. Strategic Report

103. Governance

167. Financial Statements

Consolidated statement of

comprehensive income

for the year ended

31December 2025

184 Entain plc Annual Report 2025

		2025	2024
	Notes	£m	£m
Assets
Non-current assets
Goodwill	13	3,743.8	4,138.9
Intangible assets	13	3,256.0	3,519.4
Property, plant and equipment	15	573.7	573.8
Interest in associates and other investments	17	34.9	32.6
Trade and other receivables	18	30.0	27.1
Derivative financial instruments	25	–	19.1
Deferred tax assets	10	440.6	476.1
Retirement benefit asset	29	56.5	55.1
		8,135.5	8,842.1
Current assets
Trade and other receivables	18	613.7	563.8
Income and other taxes recoverable		90.4	78.9
Derivative financial instruments	25	2.6	67.3
Cash and cash equivalents	19	554.1	588.9
		1,260.8	1,298.9
Total assets		9,396.3	10,141.0
Liabilities
Current liabilities
Trade and other payables	20	(1,154.5)	(1,120.6)
Balances with customers	26	(197.0)	(196.6)
Lease liabilities	21	(70.5)	(77.2)
Interest-bearing loans and borrowings	22	(25.4)	(25.3)
Corporate tax liabilities		(116.2)	(76.6)
Provisions	23	(37.7)	(34.8)
Derivative financial instruments	25	(138.0)	(8.5)
Deferred and contingent consideration and other financial liabilities	25	(705.8)	(215.1)
		(2,445.1)	(1,754.7)
Non-current liabilities
Trade and other payables	20	(139.3)	(286.4)
Interest-bearing loans and borrowings	22	(3,647.1)	(3,605.9)
Lease liabilities	21	(249.2)	(247.3)
Deferred tax liabilities	10	(680.4)	(738.7)
Provisions	23	(61.5)	(2.9)
Derivative financial instruments	25	(6.4)	(11.1)
Deferred and contingent consideration and other financial liabilities	25	(838.1)	(1,474.6)
		(5,622.0)	(6,366.9)
Total liabilities		(8,067.1)	(8,121.6)
Net assets		1,329.2	2,019.4
Equity
Issued share capital	27	5.2	5.2
Share premium		1,796.7	1,796.7
Merger reserve		2,527.4	2,527.4
Translation reserve		107.0	(15.0)
Retained earnings		(3,546.4)	(2,768.6)
Equity shareholders’ funds		889.9	1,545.7
Non-controlling interest	33	439.3	473.7
Total shareholders’ equity		1,329.2	2,019.4

The financial statements on pages 183 to 242 were approved by the Board of Directors on 5 March 2026 and signed on its behalf by

S David R Wood

Chief Executive Officer Deputy Chief Executive Officer/Chief Financial Officer

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

(Company number 4685V)

Consolidated balance sheet

for the year ended

31December 2025

Entain plc Annual Report 2025 185

							Non-
	Issued					Equity	controlling	Total
	Share	Share	Merger	Translation	Retained	shareholders'	interests	shareholders'
	Capital	premium	reserve	reserve	earnings	funds	(Note 33)	equity
	£m	£m	£m	£m	£m	£m	£m	£m
At 1 January 2024	5.2	1,796.7	2,527.4	150.4	(2,211.7)	2,268.0	524.7	2,792.7
Loss for the year	–	–	–	–	(452.7)	(452.7)	(8.3)	(461.0)
Other comprehensive expense	–	–	–	(165.4)	(3.3)	(168.7)	(24.0)	(192.7)
Total comprehensive expense	–	–	–	(165.4)	(456.0)	(621.4)	(32.3)	(653.7)
Share-based payments charge	–	–	–	–	11.9	11.9	–	11.9
Non-controlling interests created	–	–	–	–	–	–	1.4	1.4
Purchase of non-controlling interests
(Note 33)	–	–	–	–	3.5	3.5	(7.6)	(4.1)
Equity dividends (Note 11)	–	–	–	–	(116.3)	(116.3)	(12.5)	(128.8)
At 31 December 2024	5.2	1,796.7	2,527.4	(15.0)	(2,768.6)	1,545.7	473.7	2,019.4
As at 1 January 2025	5.2	1,796.7	2,527.4	(15.0)	(2,768.6)	1,545.7	473.7	2,019.4
Loss for the year	–	–	–	–	(666.7)	(666.7)	(13.8)	(680.5)
Other comprehensive income/(expense)	–	–	–	122.0	(0.2)	121.8	28.3	150.1
Total comprehensive income/(expense)	–	–	–	122.0	(666.9)	(544.9)	14.5	(530.4)
Share-based payments charge	–	–	–	–	11.2	11.2	–	11.2
Equity dividends (Note 11)	–	–	–	–	(122.1)	(122.1)	(48.9)	(171.0)
At 31 December 2025	5.2	1,796.7	2,527.4	107.0	(3,546.4)	889.9	439.3	1,329.2

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.

Merger reserve - represents the share premium recognised on historic transactions which attracted merger relief under section 612 of the

Companies Act 2006.

Foreign currency translation reserve - represents exchange differences arising from the translations of all Group entities that have functional

currency different from Pounds Sterling.

Retained earnings - represents the cumulative net gains and losses recognised in the Consolidated Statement of Comprehensive Income and other

transactions with equity shareholders.

Non-controlling interests - represents the minority interests of other shareholders in the net assets of consolidated subsidiaries.

The notes on pages 188 to 242 form an integral part of these consolidated financial statements.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Consolidated statement of

changes in equity

for the year ended

31December 2025

186 Entain plc Annual Report 2025

		2025	2024
	Note	£m	£m
Cash generated from operations	28	904.4	976.2
Income taxes paid		(112.7)	(142.0)
Net finance expense paid		(237.5)	(254.9)
Net cash generated from operating activities		554.2	579.3
Cash flows from investing activities:
Dividends received from associates		0.4	1.4
Dividends received from joint ventures		102.2	–
Purchase of intangible assets		(232.6)	(203.9)
Purchase of property, plant and equipment		(106.9)	(94.4)
Proceeds from the sale of property, plant and equipment including disposal of shops		1.1	0.2
Purchase of associate and other investments		(0.1)	–
Investment in joint ventures		–	(19.8)
Net cash used in investing activities		(235.9)	(316.5)
Cash flows from financing activities:
Net proceeds from borrowings		591.9	591.7
Repayment of borrowings		(459.4)	(315.9)
Disposal of investment		–	5.2
Settlement of derivative financial instruments		(72.6)	(37.5)
Settlement of other financial liabilities		(187.6)	(101.3)
Payment of lease liabilities		(76.8)	(68.0)
Dividends paid to shareholders		(122.1)	(116.3)
Dividends paid to non-controlling interests		(48.9)	(12.5)
Payments to non-controlling interests		–	(4.1)
Net cash used in financing activities		(375.5)	(58.7)
Net (decrease)/increase in cash and cash equivalents		(57.2)	204.1
Effect of changes in foreign exchange rates		22.4	(15.8)
Cash and cash equivalents at beginning of the year		588.9	400.6
Cash and cash equivalents at end of the year		554.1	588.9

The notes on pages 188 to 242 form an integral part of these consolidated financial statements.

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103. Governance

167. Financial Statements

Consolidated statement

ofcash flows

for the year ended

31December 2025

Entain plc Annual Report 2025 187

1 Corporate information

Entain plc (“the Company”) is a company incorporated and domiciled in the Isle of Man on 5 January 2010 whose shares are traded publicly on the

London Stock Exchange. The principal activities of the Company and its subsidiaries (“the Group”) are described in the Strategic Report. The

consolidated financial statements of the Group for the year ended 31 December 2025 were authorised for issue in accordance with a resolution of

the Directors on 5 March 2026.

The nature of the Group’s operations and its principal activities are set out in Note 5.

2 Basis of preparation

The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards adopted

pursuant to Regulation (EC) No 1606/2002 as it applies to the European Union and in accordance with the requirements of the Isle of Man

Companies Act 2006 applicable to companies reporting under IFRSs. The accounting policies set out in this section as detailed have been applied

consistently year-on-year other than for the changes in accounting policies set out in Note 3.

The consolidated financial statements are presented in Pounds Sterling (£). All values are in millions (£m) rounded to one decimal place except where

otherwise indicated. The separately disclosed items have been included within the appropriate classifications in the consolidated income statement.

Further details are given in Note 6.

Going concern

In adopting the going concern basis of preparation in the financial statements, the Directors have undertaken a robust assessment of the Group’s

ability to continue in operational existence for a period of at least 12 months from the date of approval of these financial statements (the “going

concern assessment period”).

The assessment has considered the Group’s current trading performance, financial position and principal risks and uncertainties. For the year ended

31 December 2025, the Group reported a statutory loss after tax of £681m. This loss primarily reflects non-cash impairment charges, fair value

movements and amortisation of acquired intangibles, and does not impact the Group’s underlying cash generation. The Directors have considered

the nature of this loss as part of their going concern assessment.

As at 31 December 2025, the Group had gross borrowings of £3,673m and adjusted net debt of £3,644m. The Group’s debt facilities comprise term

loans, senior secured notes and a revolving credit facility, with maturities extending to 2032. During the going concern assessment period, no

material debt maturities arise. The Group had available liquidity of £964m at 31 December 2025, comprising cash and cash equivalents of £554m

(which includes £204m restricted in respect of customers) and undrawn committed facilities of £410m.

The Directors have reviewed detailed financial projections covering the going concern assessment period, based on the Board-approved budget for

2026 and the three-year strategic plan. These forecasts incorporate assumptions regarding revenue, operating margins, working capital and capital

expenditure, taking account of current trading performance.

As part of their assessment, the Directors have considered severe but plausible downside scenarios, consistent with those described in the Viability

Statement. These scenarios include, impact to our technology platform, exposure to litigations, further gaming duties and licensing conditions and

severe data privacy or cybersecurity incidents. Under these downside scenarios, appropriate mitigating actions within management’s control have

been modelled, including reductions in discretionary expenditure and capital investment.

The Directors have also assessed compliance with the financial covenants associated with the Group’s borrowing facilities throughout the going

concern assessment period. Under both the base case and severe but plausible downside scenarios, the Group maintains adequate liquidity and

covenant headroom.

Having considered the Group’s forecast cash flows, available liquidity, debt maturity profile and covenant compliance, the Directors have a

reasonable expectation that the Group and the Company will have adequate resources to continue in operational existence for the going concern

assessment period. Accordingly, the Directors consider it appropriate to adopt the going concern basis of preparation in the financial statements. The

Directors do not consider that there are any material uncertainties related to events or conditions that may cast significant doubt on the Group’s or

the Company’s ability to continue as a going concern.

3 Changes in accounting policies

From 1 January 2025, the Group has applied, for the first time, certain standards, interpretations and amendments. The adoption of the following

standards and amendments to standards did not have a material impact on the current period or any prior period upon transition:

4 IAS 21 The Effects of Changes in Foreign Exchange Rates, Lack of Exchangeability.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

188 Entain plc Annual Report 2025

4 Summary of significant accounting policies

4.1 Basis of consolidation

The consolidated financial statements comprise the financial statements of the Group at 31 December each year. The consolidation has been

performed using the results to 31 December for all subsidiaries, using consistent accounting policies. With the exception of a small number of

immaterial subsidiaries, the financial statements of those subsidiaries are prepared to 31 December. Control is achieved where the Company is

exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect these returns through its power over

the investee.

All intragroup transactions, balances, income and expenses are eliminated on consolidation.

Subsidiaries are consolidated, using the acquisition method of accounting, from the date on which control is transferred to the Group and cease to be

consolidated from the date on which control is transferred from the Group. On acquisition, the assets and liabilities and contingent liabilities of a

subsidiary are measured at fair value at the date of acquisition. Any excess of the cost of acquisition over the fair values of the separately identifiable

net assets acquired is recognised as goodwill. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the

accounting policies used in line with those used by the Group.

4.2 Critical accounting estimates and judgements

The preparation of financial information requires the use of assumptions, estimates and judgements about future conditions. Use of available

information and application of judgement are inherent in the formation of estimates. Actual results in the future may differ from those reported.

Judgements

Management believes that the areas where judgement has been applied are:

4 separately disclosed items (Note 6); and

4 contingent liabilities (Note 31).

Separately disclosed items

To assist in understanding the underlying performance of the Group, management applies judgement to identify those items that are deemed to

warrant separate disclosure due to either their nature or size. Whilst not limited to, the following items of pre-tax income and expense are generally

disclosed separately:

4 amortisation of acquired intangibles resulting from IFRS 3 “Business Combinations” fair value exercises;

4 profits or losses on disposal, closure, or impairment of non-current assets or businesses;

4 corporate transaction and restructuring costs;

4 certain legal, regulatory and tax litigation;

4 changes in the fair value of contingent consideration; and

4 the related tax effect of these items.

Any other non-recurring items are considered individually for classification as separately disclosed by virtue of their nature or size.

The separate disclosure of these items allows a clearer understanding of the trading performance on a consistent and comparable basis, together

with an understanding of the effect of non-recurring or large individual transactions upon the overall profitability of the Group.

The separately disclosed items have been included within the appropriate classifications in the consolidated income statement.

During 2025 the Group separately disclosed a net charge on continuing operations before tax of £1,064.0m. Further details are given in Note 6.

Contingent liabilities

In the assessment of contingent liabilities, certain judgements are required to assess whether disclosure or provision is needed. If the criteria for

recognising a provision are not met, but the outflow of resources with economic benefits is not remote, such obligations are disclosed in the notes to

the consolidated financial statements as contingent liabilities (see Note 31). Contingent liabilities are only recognised as a provision if the obligations

are more certain, i.e. the outflow of resources with economic benefits has become probable and their amount can be reliably estimated.

Estimates

Included within the financial statements are a number of areas where estimation is required.

Management believes that the areas most notable where estimates have been applied are:

4 contingent consideration (Note 25);

4 impairment (Note 14); and

4 provisions (Note 23).

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

Entain plc Annual Report 2025 189

4 Summary of significant accounting policies (continued)

4.2 Critical accounting estimates and judgements (continued)

Contingent consideration

In the recognition of fair value of contingent consideration in business combinations and reassessment at each reporting date, management uses

estimates in the inputs and assumptions based on the latest financial forecasts and other relevant information for the businesses acquired.

Specifically, for the TAB NZ acquisition, the key estimates the Group has used are the post-tax discount rate and projected profit growth rates for the

forecast period. Further details are given in Note 25.

Impairment

On acquisition, any goodwill acquired is allocated to cash-generating units for the purpose of impairment testing. Where goodwill forms part of a

cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the disposal is included in the carrying

amount of the assets when determining the gain or loss on disposal.

An impairment review is performed for goodwill and other indefinite life assets on at least an annual basis. For all other non-current assets an

impairment review is performed where there are indicators of impairment. This requires an estimation of the recoverable amount which is the higher

of an asset’s fair value less costs to sell and its value in use. Estimating a value in use amount requires management to make an estimate of the

expected future cash flows from each cash-generating unit and to discount cash flows by a suitable discount rate in order to calculate the present

value of those cashflows. Estimating an asset’s fair value less costs to sell is determined using future cash flow and profit projections as well as

industry observed multiples and publicly observed share prices for similar betting and gaming companies. See Note 14 for details on sensitivity

analysis performed around these estimates.

Impairment losses are recognised in the consolidated income statement and during the current year, the Group has recognised an impairment

charge of £586.8m primarily against the Group’s UK, Belgium and Republic of Ireland businesses. See Note 14 for further details.

Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of

resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

Provisions are measured at the Directors’ best estimate of the expenditure required to settle the obligation at the balance sheet date and are

discounted to present value where the effect is material using a pre-tax rate that reflects current market assessments of the time value of money and

the risks specific to the liability. The unwinding of the discount is recognised as a finance expense.

Specifically, the key estimate for the Group relate to the expected civil penalty liability from the AUSTRAC proceedings. See Note 23 for

further details.

4.3 Other accounting policies

Business combinations

For business combinations, the Group estimates the fair value of the consideration transferred, which can include assumptions about the future

business performance of the business acquired and an appropriate discount rate to determine the fair value of any contingent consideration.

The Group then estimates the fair value of assets acquired and liabilities assumed in the business combination. The area of most notable estimation

within the fair value exercise relates to separately identifiable intangible assets including brands, customer lists and licences. These estimates also

require inputs and assumptions to be applied within the relief from royalty calculation of fair values with the more significant assumptions relating to

future earnings, customer attrition rates and discount rates. The Group engages external experts to support the valuation process, where

appropriate. IFRS 3 "Business Combinations" allows the Group to recognise provisional fair values if the initial accounting for the business

combination is incomplete.

The fair value of contingent consideration recognised in business combinations is reassessed at each reporting date, using updated inputs and

assumptions based on the latest financial forecasts and other relevant information for the businesses acquired. Fair value movements and the

unwinding of the discounting is recognised within the income statement as a separately disclosed item. See Note 6 for further details.

Goodwill on acquisition is initially measured at cost, being the excess of the cost of the business combination over the Group’s interest in the net fair

value of the separately identifiable assets, liabilities and contingent liabilities at the date of acquisition in accordance with IFRS 3 Business

Combinations. Goodwill is not amortised but reviewed for impairment at the first reporting period after acquisition and then annually thereafter. As

such it is stated at cost less any provision for impairment of value. Any impairment is recognised immediately in the consolidated income statement

and is not subsequently reversed.

On acquisition, any goodwill acquired is allocated to cash-generating units for the purpose of impairment testing. Where goodwill forms part of a

cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the disposal is included in the carrying

amount of the assets when determining the gain or loss on disposal. On acquisition any non-controlling interests where put options are in place are

recognised using the present access method where the Group assesses that the non-controlling shareholder has present access to the returns

associated with their equity interests.

“Put” options over the equity of subsidiary companies

The potential cash payments related to put options issued by the Group over the equity of subsidiary companies are accounted for as financial

liabilities. The amounts that may become payable under the option on exercise are initially recognised at the present value of the expected gross

obligation with the corresponding entry being recognised in retained earnings. Such options are subsequently measured using the effective interest

method, in order to accrete the liability up to the amount payable under the option at the date at which it first becomes exercisable. The present value

of the expected gross obligation is reassessed at the end of each reporting period and any changes are recorded in the income statement. In the

event that an option expires unexercised, the liability is derecognised with a corresponding adjustment to retained earnings.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

190 Entain plc Annual Report 2025

4 Summary of significant accounting policies (continued)

4.3 Other accounting policies (continued)

Intangible assets

Intangible assets acquired separately are capitalised at cost and those acquired as part of a business combination are capitalised separately from

goodwill. The costs relating to internally generated intangible assets, principally software costs, are capitalised if the criteria for recognition as assets

are met. Other expenditure is charged in the year in which the expenditure is incurred. Following initial recognition, intangible assets are carried at

cost less any accumulated amortisation and any accumulated impairment losses.

The useful lives of these intangible assets are assessed to be either finite or indefinite. Indefinite lived assets are not amortised and are subject to an

annual impairment review from the year of acquisition. Where amortisation is charged on assets with finite lives, this expense is taken to the

consolidated income statement through the "operating expenses, depreciation and amortisation" line item.

The useful lives applied to the Group’s intangible assets are as follows:

Exclusive New Zealand licence	25–year duration of licence
Other licences	Lower of 15 years, or duration of licence
Software – purchased & internally capitalised costs	2–15 years
Trademarks & brand names	10–25 years, or indefinite life
Customer relationships	3–15 years

The useful lives of all intangible assets are reviewed at each financial period end. Impairment testing is performed annually for intangible assets

which are not subject to systematic amortisation and where an indicator of impairment exists for all other intangible assets.

An intangible asset is derecognised on disposal, with any gain or loss arising (calculated as the difference between the net disposal proceeds and

the carrying amount of the item) included in the consolidated income statement in the year of disposal.

Pensions and other post-employment benefits

The Group’s defined benefit pension plan holds assets separately from the Group. The pension cost relating to the plan is assessed in accordance

with the advice of independent qualified actuaries using the projected unit credit method.

Actuarial gains or losses are recognised in the consolidated statement of comprehensive income in the period in which they arise.

Any past service cost is recognised immediately. The retirement benefit asset recognised in the balance sheet represents the fair value of scheme

assets less the value of the defined benefit obligations.

There is a degree of estimation involved in predicting the ultimate benefits payable under defined benefit pension arrangements. The pension

scheme liabilities are determined using actuarial valuations. The actuarial valuation involves making assumptions about discount rates, mortality

rates and future pension increases. Due to the long-term nature of this plan, such estimates are subject to uncertainty. See Note 29 for details on

sensitivity analysis performed around these estimates.

In making these estimates and assumptions, management considers advice provided by external advisers, such as actuaries. Where actual

experience differs to these estimates, actuarial gains and losses are recognised directly in other comprehensive income. Refer to Note 29 for details

of the values of assets and obligations and key assumptions used. The Gala Coral Pension Plan has a net asset position when measured on an IAS

19 basis. Judgement is applied, based on legal, actuarial, and accounting guidance in IFRIC 14, regarding the amounts of net pension asset that is

recognised in the consolidated balance sheet. Further details are given in Note 29.

Although the Group anticipates that plan surplus will be utilised during the life of the plan to address member benefits, the Group recognises its

pension surplus in full on the basis that there are no substantive restrictions on the return of residual plan assets in the event of a winding up of the

plan after all member obligations have been met.

The Group’s contributions to defined contribution scheme are charged to the consolidated income statement in the period to which the

contributions relate.

Investments in joint ventures

A joint venture is an entity in which the Group holds an interest on a long-term basis, and which is jointly controlled by the Group and one or more

other venturers under a contractual agreement.

Joint control exists only when decisions about the relevant activities require the unanimous consent of the parties that collectively control

the arrangement.

The Group’s share of results of joint ventures is included in the Group consolidated income statement using the equity method of accounting.

Investments in joint ventures are carried in the Group consolidated balance sheet at cost plus post-acquisition changes in the Group’s share of net

assets of the entity less any impairment in value. The carrying value of investments in joint ventures includes acquired goodwill.

If the Group’s share of losses in the joint venture equals or exceeds its investment in the joint venture, the Group does not recognise further losses,

unless it has obligations to continue to provide financial support to the joint venture. Similarly if the dividends received from the joint venture are

greater than the cumulative share of gains recognised, the Group shall recognise this as deferred income.

Investments in associates

Associates are those businesses in which the Group has a long-term interest and is able to exercise significant influence over the financial and

operational policies but does not have control or joint control over those policies.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

Entain plc Annual Report 2025 191

4 Summary of significant accounting policies (continued)

4.3 Other accounting policies (continued)

The Group’s share of results of associates is included in the Group’s consolidated income statement using the equity method of accounting.

Investments in associates are carried in the Group’s consolidated balance sheet at cost plus post-acquisition changes in the Group’s share of net

assets of the entity less any impairment in value. The carrying value of investments in associates includes acquired goodwill. If the Group’s share of

losses in the associate equals or exceed its investments in the associate, the Group does not recognise further losses, unless it has obligations to

continue to provide financial support to the associate.

Property, plant and equipment

Land is stated at cost less any impairment in value.

Buildings, plant and equipment are stated at cost less accumulated depreciation and any impairment in value.

Depreciation is applied using the straight-line method to specific classes of asset to reduce them to their residual value over their estimated useful

economic lives.

Land and building	Lower of 50 years, or estimated useful life of the building, or lease.
	Indefinite lives are attached to any freehold land held and therefore it
	is not depreciated.
Plant and equipment	3–5 years
Fixtures and fittings	3–10 years

Right-of-use (“ROU”) assets arising under lease contracts are depreciated over the lease term (as defined in IFRS 16) being the period to the expiry

date of the lease, unless it is expected that a break clause will be exercised when the lease term is the period to the date of the break.

The carrying values of property, plant and equipment are reviewed for impairment where an indicator of impairment exists, being events or changes

in circumstances indicating that the carrying values may not be recoverable. If any such indication exists and where the carrying values exceed the

estimated recoverable amount, the assets or cash-generating units are written down to their recoverable amount.

The recoverable amount of property, plant and equipment is the greater of fair value less costs to sell and value in use. In assessing value in use, the

estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time

value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is

determined for the cash-generating unit to which the asset belongs.

An item of property, plant and equipment is derecognised upon disposal, with any gain or loss arising (calculated as the difference between the net

disposal proceeds and the carrying amount of the item) included in the consolidated income statement in the year of disposal.

Leases

The Group has applied IFRS 16 only to those contracts that were previously identified as a lease under IAS 17 Leases; any contracts not previously

identified as leases have not been reassessed for the purposes of adopting IFRS 16. Accordingly, the definition of a lease under IFRS 16 has only

been applied to contracts entered into on or after 1 January 2019.

Leases, other than those with a lease period of less than one year at inception, or where the original cost of the asset acquired would be a negligible

amount (see Note 21), are capitalised at inception at the present value of the minimum lease payments. Lease payments are apportioned between

the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance

charges are charged directly against income.

ROU assets are included within property, plant and equipment at cost and depreciated over their estimated useful lives, which normally equates to

the lives of the leases, after considering anticipated residual values.

ROU assets which are sub-leased to customers are classified as finance leases if the lease agreements transfer substantially all the risks and

rewards of usage to the lessee. All other sub-leases are classified as operating leases. When assets are subject to finance leases, the present value

of the sub-lease is recognised as a receivable, net of allowances for expected credit losses and the related ROU asset is derecognised. The difference

between the gross receivable and the present value of the receivable is recognised as unearned finance lease income.

Finance lease interest income is recognised over the term of the lease using the net investment method (before tax) so as to give a constant rate of

return on the net investment in sub-leases. Operating lease rental income is recognised on a straight-line basis over the life of the lease.

Cash and cash equivalents

Cash and cash equivalents consist of cash at bank and in hand, short-term deposits (including customer balances).

Financial assets

Financial assets are recognised when the Group becomes party to the contracts that give rise to them. The Group classifies financial assets at

inception as financial assets at amortised cost, financial assets at fair value through profit or loss or financial assets at fair value through other

comprehensive income.

Financial assets at amortised cost are recognised when the related business model’s objective is to collect contractual cash flows which are solely

principal and interest. On initial recognition, financial assets at amortised cost are measured at fair value net of transaction costs.

Trade receivables are generally accounted for at amortised cost. Expected credit losses are recognised for financial assets recorded at amortised

cost, including trade receivables. Expected credit losses are calculated by using an appropriate probability of default, taking account of a range of

possible future scenarios and applying this to the estimated exposure of the Group at the point of default.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

192 Entain plc Annual Report 2025

4 Summary of significant accounting policies (continued)

4.3 Other accounting policies (continued)

Financial assets at fair value through profit or loss include derivative financial instruments. Financial assets through profit or loss are measured

initially at fair value with transaction costs taken directly to the consolidated income statement. Subsequently, the fair values are remeasured, and

gains and losses are recognised in the consolidated income statement.

Financial assets at fair value through other comprehensive income comprise equity investments that are designated as such on acquisition. These

investments are measured initially at fair value. Subsequently, the fair values are remeasured, and gains and losses are recognised in the

consolidated statement of comprehensive income.

Financial liabilities

Financial liabilities comprise trade and other payables, interest-bearing loans and borrowings, contingent consideration, ante-post bets, guarantees

and derivative financial instruments. On initial recognition, financial liabilities are measured at fair value net of transaction costs where they are not

categorised as financial liabilities at fair value. Financial liabilities measured at fair value include contingent consideration, derivative financial

instruments and ante-post bets.

Financial liabilities at fair value are measured initially at fair value, with transaction costs taken directly to the consolidated income statement.

Subsequently, the fair values are remeasured and gains and losses from changes therein are recognised in the consolidated income statement.

Trade and other payables are held at amortised cost and include amounts due to clients representing customer deposits and winnings, which are

matched by an equal and opposite amount within cash and cash equivalents.

All interest-bearing loans and borrowings are initially recognised at fair value net of issue costs associated with the borrowing. After initial

recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate method.

The Group has entered into financial guarantees where the Group guarantees payment in case of its joint venture defaulting on a debt. The Group

has reviewed and concluded that its arrangements meet the accounting definition of a financial instrument under IFRS 9 Financial Instruments. The

Group has elected to apply IFRS 9 Financial Instruments (rather than IFRS 17 Insurance Contracts) to all currently issued financial guarantees.

All financial liabilities are recorded as cash flows from financing activities.

Derecognition of financial assets and liabilities

Financial assets are derecognised when the right to receive cash flows from the assets has expired or when the Group has transferred its contractual

right to receive the cash flows from the financial assets or has assumed an obligation to pay the received cash flows in full without material delay to

a third party, and either:

4 substantially all the risks and rewards of ownership have been transferred; or

4 substantially all the risks and rewards have neither been retained nor transferred but control is not retained.

Financial liabilities are derecognised when the obligation is discharged, cancelled or expires.

Derivative financial instruments

The Group uses derivative financial instruments such as cross currency swaps, foreign exchange swaps and interest rate swaps, to hedge its risks

associated with interest rate and foreign currency fluctuations. Derivative financial instruments are recognised initially and subsequently at fair value.

The gains or losses on re-measurement are taken to the consolidated income statement.

Derivative financial instruments are classified as assets where their fair value is positive, or as liabilities where their fair value is negative. Derivative

assets and liabilities arising from different transactions are only offset if the transactions are with the same counterparty, a legal right of offset exists,

and the parties intend to settle the cash flows on a net basis.

Foreign currency translation

The presentational currency of Entain plc and the functional currencies of its UK subsidiaries is Pounds Sterling (£).

Other than Sterling the main functional currencies of subsidiaries are the Euro (€), the US Dollar ($), the Australian Dollar (AU$) and the New Zealand

Dollar (NZD). At the reporting date, the assets and liabilities of non-sterling subsidiaries are translated into Pounds Sterling (£) at the rate of exchange

ruling at the balance sheet date and their cash flows are translated at the weighted average exchange rates for the year. The post-tax exchange

differences arising on the retranslation are taken directly to other comprehensive income.

Transactions in foreign currencies are initially recorded in the subsidiary’s functional currency and translated at the foreign currency rate ruling at the

date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the foreign currency rate of exchange

ruling at the balance sheet date.

All foreign currency translation differences are taken to the consolidated income statement. Non-monetary items that are measured at historical cost

in a foreign currency are translated using the exchange rate at the date of the initial transaction. Non-monetary items measured at fair value in a

foreign currency are translated using the exchange rate at the date when the fair value was determined.

On disposal of a foreign entity, the deferred cumulative retranslation differences previously recognised in equity relating to that particular foreign

entity are recognised in the consolidated income statement as part of the profit or loss on disposal.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

Entain plc Annual Report 2025 193

4 Summary of significant accounting policies (continued)

4.3 Other accounting policies (continued)

The following exchange rates were used in 2025 and 2024:

	2025		2024
Currency	Average	Year end	Average	Year end
Euro (€)	1.168	1.146	1.179	1.206
US Dollar ($)	1.320	1.347	1.281	1.259
Australian Dollar (AU$)	2.048	2.016	1.931	2.014
NZ Dollars (NZD)	2.273	2.337	2.103	2.221

Income tax

Deferred tax is provided on all temporary differences at the balance sheet date, between the tax bases of assets and liabilities and their carrying

amounts for financial reporting purposes except:

4 on the initial recognition of goodwill;

4 where the deferred tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at

the time of the transaction, affects neither the accounting profit nor the tax profit;

4 associated with investments in subsidiaries, joint ventures and associates, where the timing of the reversal of the temporary differences can be

controlled and it is probable that the temporary differences will not reverse in the foreseeable future; and

4 where deferred tax assets or liabilities arise related to the global minimum level of taxation for multinational groups (“Pillar Two”), in accordance

with the mandatory temporary recognition exception.

Deferred tax assets are recognised for all deductible temporary differences and carry forward of unused tax assets and unused tax losses, to the

extent that it is probable that taxable profit will be available against which the deductible temporary differences and carry forward of unused tax

assets and unused tax losses can be utilised. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the

extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Deferred

tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled,

based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date. Deferred tax balances are

not discounted.

Income tax expenses are recognised within profit or loss except to the extent that they relate to items recognised in other comprehensive income or

directly in equity, in which case they are recognised in other comprehensive income or directly in equity.

Revenues, expenses and assets are recognised net of the amount of sales tax except:

4 where the sales tax incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the sales tax is

recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and

4 receivables and payables are stated with the amount of sales tax included.

The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the consolidated

balance sheet.

Accounting for uncertain tax positions

The Group is subject to various forms of tax in a number of jurisdictions. Given the nature of the industry within which the Group operates, the tax

and regulatory regimes are continuously changing and, as such, the Group is exposed to a small number of uncertain tax positions. Judgement is

applied to adequately provide for uncertain tax positions where it is believed that it is more likely than not that an economic outflow will arise. In

particular, judgement has been applied in the Group’s accounting for Greek tax and further disclosure is given in Note 31.

Equity instruments and dividends

Equity instruments issued by the Company are recorded at the fair value of proceeds received net of direct issue costs.

Final dividends proposed by the Board of Directors and unpaid at the year end are not recognised in the financial statements until they have been

approved by shareholders at the Annual General Meeting. Interim dividends are recognised when paid.

Revenue

The Group reports the gains and losses on all betting and gaming activities as revenue, which is measured at the fair value of the consideration

received or receivable from customers less free bets, promotions, bonuses and other fair value adjustments. Revenue is net of VAT/GST. The Group

considers betting and gaming revenue to be out of the scope of IFRS 15 Revenue, and accounts for those revenues within the scope of IFRS 9

Financial Instruments.

For Licensed Betting Offices (“ LBOs”), on course betting, Core Telephone Betting, mobile betting and Digital businesses (including Sportsbook,

betting exchange, casino, games, other number bets), revenue represents gains and losses, being the amounts staked and fees received, less total

payouts recognised on the settlement of the sporting event or casino gaming machine roulette or slots spin. Open betting positions (“ante-post”) are

carried at fair value and gains and losses arising on these positions are recognised in revenue. See Note 25 for details of ante-post positions at the

year end.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

194 Entain plc Annual Report 2025

4 Summary of significant accounting policies (continued)

4.3 Other accounting policies (continued)

The following forms of revenue, which are not significant in the context of Group revenue, are accounted for within the scope of IFRS 15 Revenue.

Revenue from the online poker business reflects the net income (rake) earned from poker hands completed by the year end.

The group also partners with external parties and records B2B revenue relating to betting and gaming activities for which the Group doesn’t control

the business or player related services, with agreements covering sports betting, gaming and poker revenues. Affiliate commission income is also

recorded as income relating to the services the Group provides to external parties. In the case of the revenue relating to venues such as greyhound

stadia, revenue represents income arising from broadcasting rights, admission fees and sales of refreshments, net of VAT. Given the nature of these

revenue streams they are not considered to be subject to judgement over the performance obligations, amount received or timing of recognition.

Cost of sales

Cost of sales consists primarily of gaming duties, payment processing fees, chargebacks, revenue share payments relating to commission and

royalties payable to third parties, all of which are recognised on an accruals basis. The Group has reviewed and concluded that its revenue share

contracts meet the accounting definition of principal arrangements under IFRS 15 Revenue from Contracts with Customers.

Finance expense and income

Finance expense and income arising on interest-bearing financial instruments carried at amortised cost are recognised in the consolidated income

statement using the effective interest rate method. Finance expense includes the amortisation of fees that are an integral part of the effective finance

cost of a financial instrument, including issue costs, and the amortisation of any other differences between the amount initially recognised and the

redemption price. All finance expenses are recognised over the availability period.

Share-based payment transactions

Certain employees (including Directors) of the Group receive remuneration in the form of equity settled share-based payment transactions, whereby

employees render services in exchange for shares or rights over shares (equity settled transactions).

The cost of equity settled transactions is measured by reference to the fair value at the date on which they are granted, further details of which are

given in Note 30. In valuing equity settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of

the shares of Entain plc (market conditions).

The cost of equity settled transactions is recognised in the consolidated income statement, with a corresponding credit in equity, over the period in

which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (vesting date).

The cumulative expense recognised for equity settled transactions at each reporting date until the vesting date reflects the extent to which the

vesting period has expired and the number of awards that, in the opinion of the Directors of the Group at that date, based on the best available

estimate of the number of equity instruments, will ultimately vest.

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are

treated as vesting irrespective of whether or not the market condition is satisfied, provided that all other performance conditions are satisfied.

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of earnings per share as shown in Note 12.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

Entain plc Annual Report 2025 195

4 Summary of significant accounting policies (continued)

4.4 Future accounting developments

The International Accounting Standards Board (“IASB”) has issued the following new or revised standards with an effective date for financial periods

beginning on or after the dates disclosed below. These standards have not yet been adopted by the Group. The IASB has also issued a number of

minor amendments to standards as part of their Annual Improvements to IFRS.

The Group is currently assessing the impact of the revised presentation and disclosure requirements for financial statements from IFRS 18. It is not

anticipated that any of the other below unadopted new standards will have a material impact on the Group’s results or financial position.

IFRS 7	Financial Instruments: Disclosures	Amendments to the classification and measurement of	1 January 2026
		financial instruments
IFRS 9	Financial Instruments
IFRS 10	Consolidated Financial Statements	Amendments regarding the sale or contribution of assets	1 January 2026
		between an investor and its associate or joint venture
IFRS 1	First-time adoption of International Financial	Annual improvements to IFRS Accounting Standards	1 January 2026
	Reporting Standards	Volume 11. These amendments, clarifications,
IFRS 7	Financial Instruments: Disclosures	simplifications, corrections and changes aimed at improving
IFRS 9	Financial Instruments	the consistency of several IFRS Accounting Standards.
IFRS 10	Consolidated Financial Statements
IAS 7	Statement of Cash flows
IFRS 18	Presentation and Disclosure in Financial	New accounting standard	1 January 2027
	Statements
IFRS 19	Subsidiaries without Public Accountability	New accounting standard	1 January 2027
IAS 21	The Effects of Changes in Foreign Exchange	Amendments regarding the translation of foreign operations	1 January 2027
	Rates	from a non-hyperinflationary functional currency into a
		hyperinflationary presentation currency
IAS 28	Investments in Associates and Joint Ventures
IFRS S1	General Requirements for Disclosure of	General Requirements for Disclosure of Sustainability	Awaiting UK
	Sustainability-related Financial Information	related Financial Information and Climate-related	endorsement
IFRS S2	Climate-related Disclosures	Disclosures

5 Segment information

The Group’s operating segments are based on the reports reviewed by the Executive management team, which is collectively considered to be the

Chief Operating Decision Maker ("CODM") to make strategic decisions and allocate resources.

IFRS 8 requires segment information to be presented on the same basis as that used by the CODM for assessing performance and allocating

resources, and the Group’s operating segments.

The group results are now aggregated into the four reportable segments.

4 UK&I: comprises betting, gaming and retail activities from online and mobile operations, and activities in the shop estates within Great Britain,

Northern Ireland, Jersey, and Republic of Ireland.

4 International: comprises betting, gaming and retail activities in the shop estates in the rest of the world apart from UK&I and CEE.

4 CEE: comprises betting, gaming and retail activities in Croatia and Poland for brands SuperSport and STS.

4 Corporate: includes costs associated with Group functions including Group executive, legal, Group finance, US joint venture, tax and treasury.

The Executive management team of the Group have chosen to assess the performance of operating segments based on a measure of net revenue,

EBITDA and operating profit with finance costs and taxation considered for the Group as a whole. Transfer prices between operating segments are

on an arm’s-length basis in a manner similar to transactions with third parties.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

196 Entain plc Annual Report 2025

5 Segment information (continued)

The segment results for the year ended 31 December were as follows:

					Elimination
					of internal	Total
	UK&I	International	CEE	Corporate	revenue	Group
2025	£m	£m	£m	£m	£m	£m
NGR 1	2,185.2	2,643.3	521.7	–	(24.8)	5,325.4
VAT/GST	(5.1)	(60.9)	–	–	–	(66.0)
Revenue	2,180.1	2,582.4	521.7	–	(24.8)	5,259.4
Gross profit	1,489.0	1,406.8	304.3	–	–	3,200.1
Contribution 2	1,250.9	1,044.0	273.8	–	–	2,568.7
Operating costs excluding marketing costs	(719.0)	(479.2)	(90.1)	(120.3)	–	(1,408.6)
Underlying EBITDA before separately disclosed items	531.9	564.8	183.7	(120.3)	–	1,160.1
Share-based payments	(1.6)	(2.0)	–	(8.5)	–	(12.1)
Depreciation and amortisation	(144.0)	(186.8)	(20.0)	(2.1)	–	(352.9)
Share of joint ventures and associates	–	(1.1)	–	67.2	–	66.1
Operating profit/(loss) before separately disclosed items	386.3	374.9	163.7	(63.7)	–	861.2
Separately disclosed items (Note 6)	(510.0)	(250.3)	(164.3)	(130.6)	–	(1,055.2)
Group operating (loss)/profit	(123.7)	124.6	(0.6)	(194.3)	–	(194.0)
Net finance expense						(362.8)
Loss before tax						(556.8)
Income tax						(123.7)
Loss for the year						(680.5)

1. Included within NGR are amounts of £216.7m (2024: £218.8m) in relation to revenue recognised under IFRS 15 Revenue including online poker services, B2B income, venue sales and

content streaming.

2. Contribution represents gross profit less marketing costs and is a key performance metric used by the Group.

					Elimination
					of internal	Total
	UK&I	International	CEE	Corporate	revenue	Group
2024	£m	£m	£m	£m	£m	£m
NGR	2,053.4	2,640.4	488.0	–	(19.9)	5,161.9
VAT/GST	(4.3)	(68.4)	–	–	–	(72.7)
Revenue	2,049.1	2,572.0	488.0	–	(19.9)	5,089.2
Gross profit	1,395.8	1,443.4	278.9	–	–	3,118.1
Contribution	1,169.4	1,062.0	249.1	–	–	2,480.5
Operating costs excluding marketing costs	(732.1)	(468.0)	(78.2)	(113.4)	–	(1,391.7)
Underlying EBITDA before separately disclosed items	437.3	594.0	170.9	(113.4)	–	1,088.8
Share-based payments	(5.9)	(3.9)	–	(3.5)	–	(13.3)
Depreciation and amortisation	(145.8)	(180.0)	(18.0)	(0.9)	–	(344.7)
Share of joint ventures and associates	–	(3.1)	–	(111.1)	–	(114.2)
Operating profit/(loss) before separately disclosed items	285.6	407.0	152.9	(228.9)	–	616.6
Separately disclosed items (Note 6)	(3.8)	(524.0)	(243.9)	(95.0)	–	(866.7)
Group operating profit/(loss)	281.8	(117.0)	(91.0)	(323.9)	–	(250.1)
Net finance expense						(107.3)
Loss before tax						(357.4)
Income tax						(103.6)
Loss for the year						(461.0)

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

Entain plc Annual Report 2025 197

5 Segment information (continued)

Further analysis on the channel split for the year ended 31 December were as follows:

					Elimination
					of internal	Total
		UK&I International	CEE	Corporate	revenue	Group
2025	£m	£m	£m	£m	£m	£m
Online NGR	1,136.5	2,325.0	437.4	–	(24.8)	3,874.1
Retail NGR	1,048.7	318.3	84.3	–	–	1,451.3
Total NGR	2,185.2	2,643.3	521.7	–	(24.8)	5,325.4
Online Underlying EBITDA	310.5	516.7	176.4	–	–	1,003.6
Retail Underlying EBITDA	221.4	48.1	7.3	–	–	276.8
Corporate Underlying EBITDA	–	–	–	(120.3)	–	(120.3)
Total Underlying EBITDA	531.9	564.8	183.7	(120.3)	–	1,160.1

					Elimination
					of internal	Total
		UK&I International	CEE	Corporate	revenue	Group
2024	£m	£m	£m	£m	£m	£m
Online NGR	984.6	2,330.8	404.9	–	(19.9)	3,700.4
Retail NGR	1,068.8	309.6	83.1	–	–	1,461.5
Total NGR	2,053.4	2,640.4	488.0	–	(19.9)	5,161.9
Online Underlying EBITDA	226.1	553.7	161.2	–	–	941.0
Retail Underlying EBITDA	211.2	40.3	9.7	–	–	261.2
Corporate Underlying EBITDA	–	–	–	(113.4)	–	(113.4)
Total Underlying EBITDA	437.3	594.0	170.9	(113.4)	–	1,088.8

Assets and liabilities information is reported internally in total and not by reportable segment and, accordingly, no information is provided in this note

on assets and liabilities split by reportable segment.

Geographical information

Revenue by destination and non-current assets on a geographical basis for the Group, are as follows:

	2025		2024
	Revenue	Non-current	Revenue	Non-current
		assets 3		assets 3
	£m	£m	£m	£m
United Kingdom and Ireland	2,179.8	2,517.9	2,048.5	2,855.6
Australia and New Zealand	541.3	1,076.5	573.9	1,160.7
Italy	551.3	555.9	518.1	505.8
Rest of Europe 1	1,426.8	3,238.6	1,382.0	3,506.7
Rest of the world 2	560.2	249.5	566.7	263.0
Total	5,259.4	7,638.4	5,089.2	8,291.8

1. Rest of Europe is predominantly driven by markets in Croatia, Poland, Belgium, Netherlands and Georgia.

2. Rest of the world is predominantly driven by the markets in Brazil and Canada.

3. Non-current assets excluding derivative financial instruments, deferred tax assets and retirement benefit assets.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

198 Entain plc Annual Report 2025

6 Separately disclosed items

		2025		2024
		Tax impact		Tax impact
	£m	£m	£m	£m
Impairment loss	586.8	38.0	476.4	–
Amortisation of acquired intangibles	258.1	(48.9)	286.8	(23.6)
Restructuring costs	49.4	(8.1)	49.6	(10.8)
Movement in fair value of contingent consideration and put option	62.9	(7.3)	43.3	(24.1)
Finance costs	8.8	(0.3)	9.1	–
Provision for civil penalty	53.7	0.9	–	–
Legal and onerous contract provisions	41.3	(2.2)	10.6	(2.5)
Tax/one-off legislative impacts	–	–	–	25.7
Loss on disposal of property, plant and equipment	3.0	–	–	–
Total	1,064.0	(27.9)	875.8	(35.3)
Separately disclosed items for the year after tax	1,036.1		840.5

The items above reflect incomes and expenditures which are either exceptional in nature or size or are associated with the amortisation of acquired

intangibles. The Directors believe that each of these items warrants separate disclosure as they do not form part of the day-to-day underlying trade

of the Group.

Impairment loss

Relates to non-cash impairments with the current year charge recorded against the UK business of £487.7m, the Belgium business of £76.9m, an

impairment of the Group’s ROI retail portfolio of £18.3m and £3.9m on the FHG business in Australia prior to its disposal. Further details are provided

in Note 14.

Amortisation of acquired intangibles

Amortisation charges in relation to acquired intangible assets arising from acquisitions. The majority of the charge is from recent acquisitions,

including SuperSport, BetCity, STS, and TAB NZ.

Restructuring costs

The Group has incurred £49.4m (2024: £49.6m) of costs relating to restructuring costs, primarily related to Project Romer, which is the previously

communicated 3 year restructuring program centred on simplifying the organisation. In both the current and previous year, this includes redundancy

costs, contract termination fees and professional fees relating to the project.

Movement in fair value of contingent consideration and put option

The charge of £62.9m (2024: £43.3m) reflects the movement in the fair value of contingent consideration and put option arrangements on recent

acquisitions, as well as the associated discount unwind. Further details of contingent consideration liabilities are provided in Note 25.

Finance costs

The charge of £8.8m (2024: £9.1m) primarily relates to a non-cash write-off of capitalised fees on loan facilities as a result of the refinancing

activities during the year (see Note 22).

Provision for civil penalty

During the year the Group has recognised a provision of £49.5m plus fees in relation to the civil penalty proceedings commenced by the Australian

Transaction Reports and Analysis Centre (“AUSTRAC”). See Note 23 for further information.

Legal and onerous contract provisions

The group has incurred £41.3m in relation to a small number of litigation and regulatory claims. These primarily include a £19.8m charge in relation to

the discount unwind on the original liability for our commitments in respect of the DPA and the associated shareholder litigation as described in Note

31. In addition, a provision of £13.0m for Germany player claim settlements was recognised during the year (see Note 31), as well as £6.9m relating

to a settlement of historic tax positions.

Loss on disposal of assets

A loss on disposal of £3.0m has been recognised in the year (2024: £nil). This primarily relates to the disposal of assets associated with the closure of

a number of smaller divisions in the group.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

Entain plc Annual Report 2025 199

7 Operating costs

Profit before tax, net finance expense and separately disclosed items has been arrived at after charging:

	2025	2024
	£m	£m
Betting and gaming taxes and duties	1,309.4	1,194.3
Revenue share arrangements (including content providers)	533.9	554.7
Software royalties	176.3	182.7
Other cost of sales	39.7	39.4
Cost of sales	2,059.3	1,971.1
Salaries and payroll-related expenses (Note 9)	883.1	843.1
Property expenses	119.4	131.5
Content and levy expenses	145.7	150.3
Marketing expenses	631.4	637.6
Depreciation and amortisation – owned assets	280.0	281.5
Depreciation and amortisation – leased assets	72.9	63.2
Other operating expenses	272.5	280.1
Administrative costs	2,405.0	2,387.3
Separately disclosed items before tax and finance expense (Note 6)	1,055.2	866.7
Total	5,519.5	5,225.1

Fees payable to KPMG were as follows:

	2025	2024
	£m	£m
Audit and audit-related services:
Audit of the parent Company and Group financial statements	1.0	0.9
Audit of the Company’s subsidiaries	4.2	3.0
Audit-related assurance services	0.7	0.7
Total fees	5.9	4.6

8 Finance expense and income

	2025	2024
	£m	£m
Interest on term loans, bonds and bank facilities	(246.2)	(264.6)
Interest on lease liabilities 1	(18.3)	(15.7)
Finance costs (Note 6)	(8.8)	(9.1)
Total finance expense	(273.3)	(289.4)
Interest receivable	12.8	16.1
(Losses)/gains arising from financial derivatives	(216.5)	145.0
Gains arising on foreign exchange on debt instruments	114.2	21.0
Net finance expense	(362.8)	(107.3)

1. Interest on lease liabilities of £18.3m (2024: £15.7m) is net of £0.1m of sub-let interest receivable (2024: £0.2m).

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

200 Entain plc Annual Report 2025

9 Employee staff costs

The average monthly number of employees (including Executive Directors):

	2025	2024
	Number	Number
UK&I	18,582	18,708
International	6,525	6,913
CEE	2,714	2,195
Corporate	1,046	1,208
	28,867	29,024

The number of people employed by the Group at 31 December 2025 was 28,413 (2024: 28,957).

	2025	2024
	£m	£m
Wages and salaries	759.9	727.9
Redundancy costs 1	19.7	31.3
Social security costs	87.7	77.4
Other pension costs	19.8	18.9
Share-based payments (Note 30)	12.1	13.3
	899.2	868.8

1. Included within redundancy costs are £16.1m (2024: £25.7m) which are included within separately disclosed items.

In addition to salary, employees may qualify for various benefit schemes operated by the Group. Eligibility for benefits is normally determined

according to an employee’s length of service and level of responsibility.

Benefits may include insured benefits that can cover private healthcare for the employee and their immediate family, long-term disability, personal

accident and death in service cover. Company cars, including fuel benefits, are provided predominantly to meet job requirements but also to

certain Executives.

10 Income tax

Analysis of expense for the year:

	2025	2024
	£m	£m
Current income tax:
– current tax charge	176.3	159.9
– pillar 2 top-up tax charge	2.0	2.2
– adjustments in respect of previous years	(21.0)	4.9
Deferred tax:
– relating to origination and reversal of temporary differences	(30.0)	(57.7)
– adjustments in respect of previous years	(3.6)	(5.7)
Income tax expense reported in the income statement	123.7	103.6
Deferred tax credited directly to other comprehensive income	–	(4.8)

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

Entain plc Annual Report 2025 201

10 Income tax (continued)

A reconciliation of income tax expense applicable to loss (2024: loss) before tax at the UK statutory income tax rate to the income tax expense for the

years ended 31 December 2025 and 31 December 2024 is as follows:

		2025			2024
		Separately			Separately
		disclosed			disclosed
	Underlying	(Note 6)	Total	Underlying	(Note 6)	Total
	£m	£m	£m	£m	£m	£m
Profit/(loss) before tax	507.2	(1,064.0)	(556.8)	518.4	(875.8)	(357.4)
Corporation tax expense thereon at 25% (2024: 25%)	126.8	(266.0)	(139.2)	129.6	(219.0)	(89.4)
Adjusted for the effects of:
– Higher/(lower) tax rates on overseas earnings	12.9	53.1	66.0	(0.1)	24.1	24.0
– Pillar 2 top-up tax charge	2.0	–	2.0	2.2	–	2.2
– Non-deductible expenses	39.1	(0.1)	39.0	8.1	18.5	26.6
– Non-deductible legal settlement	–	19.9	19.9	–	1.0	1.0
– Fair value adjustment to contingent consideration	–	11.7	11.7	–	(16.9)	(16.9)
– Goodwill impairment	–	104.7	104.7	–	103.7	103.7
– Revaluation of deferred tax balances following increase
in UK and Gibraltar tax rates	–	–	–	(23.0)	26.2	3.2
– Impact of claw-back of enhanced deduction for marketing expenditure incurred in Gibraltar	–	(0.1)	(0.1)	–	25.6	25.6
– (Decrease)/increase in unrecognised tax losses relating
to US joint venture	(10.8)	–	(10.8)	23.0	–	23.0
– Increase in other unrecognised tax losses	2.2	45.1	47.3	1.5	0.6	2.1
– Increase/(decrease) in unrecognised deferred interest	7.2	0.6	7.8	(0.7)	–	(0.7)
Adjustments in respect of prior years:
– Deferred tax	(3.4)	(0.2)	(3.6)	(6.6)	0.9	(5.7)
– Current tax	(24.4)	3.4	(21.0)	4.9	–	4.9
Income tax expense/(credit)	151.6	(27.9)	123.7	138.9	(35.3)	103.6

Deferred tax

Deferred tax at 31 December relates to the following:

	Deferred tax		Deferred tax
	liabilities		assets
	2025	2024	2025	2024
	£m	£m	£m	£m
Property, plant and equipment	–	–	(28.2)	(24.1)
Intangible assets	594.8	664.4	(21.7)	(30.7)
Retirement benefit assets	14.1	13.8	–	–
Losses	–	–	(76.4)	(86.2)
Contingent and deferred revenue share payments 1	–	–	(253.1)	(281.4)
Other temporary difference 2	71.5	60.5	(61.2)	(53.7)
Deferred tax liabilities/(assets) 3	680.4	738.7	(440.6)	(476.1)

1. This deferred tax asset reflects tax deductions that will arise on future payment of the deferred and contingent consideration amounts by TAB NZ (see Note 25).

2. The deferred tax liability includes a provision for tax on unremitted earnings from overseas subsidiaries of £71.5m (2024: £60.5m) and other temporary differences of £nil (2024: £nil).

The deferred tax asset comprises deferred interest relief of £51.6m (2024: £44.3m) and other temporary differences of £9.6m (2024: £9.4m).

3. Deferred tax assets and liabilities have been offset only where there is a legally enforceable right to do so, and the assets and liabilities relate to the same taxable entity or

tax grouping.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

202 Entain plc Annual Report 2025

10 Income tax (continued)

Movements in deferred tax during the year ended 31 December 2025 were recognised as follows:

Net deferred tax liabilities/(assets):

					Contingent
	Property,		Retirement		and deferred	Other
	plant and	Intangible	benefit		revenue share	temporary
	equipment	assets	assets	Losses	payments 1	differences	Total
	£m	£m	£m	£m	£m	£m	£m
At 31 December 2023	(31.0)	709.5	21.6	(59.7)	(321.5)	13.0	331.9
Income statement	5.7	(43.1)	(3.0)	(28.7)	10.7	(5.0)	(63.4)
Other comprehensive income	–	–	(4.8)	–	–	–	(4.8)
Exchange adjustment	1.2	(32.7)	–	2.2	29.4	(1.2)	(1.1)
At 31 December 2024	(24.1)	633.7	13.8	(86.2)	(281.4)	6.8	262.6
Income statement	(2.4)	(59.9)	0.4	10.5	14.8	3.0	(33.6)
Exchange adjustment	(1.7)	(0.7)	(0.1)	(0.7)	13.5	0.5	10.8
At 31 December 2025	(28.2)	573.1	14.1	(76.4)	(253.1)	10.3	239.8

1. This deferred tax asset reflects tax deductions that will arise on future payment of the deferred and contingent consideration amounts by TAB NZ (see Note 25).

Amounts presented on the consolidated balance sheet:

	2025	2024
	£m	£m
Deferred tax liabilities	680.4	738.7
Deferred tax assets	(440.6)	(476.1)
Net deferred tax liability	239.8	262.6

The average standard rate of UK corporation tax during the year was 25.0% (2024: 25.0%).

The deferred tax assets and liabilities are measured at the tax rates of the respective territories which are expected to apply in the year in which the

asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet

date. Deferred tax assets have been recognised based on the ability of future offset against deferred tax liabilities or against future taxable profits,

to the extent they relate to the same taxable entity.

The assessment of future taxable profits is based on forecasts and assumptions consistent with those used for impairment testing as set out in

Note 14. Deferred tax assets include tax losses and future deductions for contingent and deferred revenue share payments in respect of the

TAB NZ business.

As at 31 December 2025, the Group had £1,848.3m (2024: £1,846.6m) of gross unrecognised deferred tax assets. This unrecognised deferred tax

asset consists of £213.3m of capital losses (2024: £213.3m), £1,524.8m of income losses (2024: £1,572.7m), £96.5m of deferred interest relief (2024:

£59.2m) and £13.7m other deferred tax assets (2024: £1.4m). These assets arise in entities that do not have deferred tax liabilities they can be set

against, and where there are either no forecast future taxable profits, or the potential future profits are not sufficiently certain to support the deferred

tax asset recognition.

There are no significant unrecognised taxable temporary differences associated with investments in subsidiaries.

The standard rate of UK corporation tax throughout the year was 25%. The 25% rate has therefore been used in measuring the UK deferred tax

items at the date of this Report. Deferred tax on UK retirement benefit assets is now also provided at 25% (2024: 25%), being the rate applicable to

refunds of pension surpluses.

In the Gibraltar Budget on 20 July 2021, the Chief Minister announced a temporary enhanced tax deduction for qualifying business marketing and

promotion costs, which would apply for the years ending 31 December 2021 and 31 December 2023. In a subsequent Gibraltar Budget on

28 June 2022 the Chief Minister unexpectedly announced the retrospective removal of this enhanced deduction to cut short by a year the period to

which the incentive applied. On 23 December 2024 the legislation incorporating the retrospective removal of this enhanced deduction was enacted

in Gibraltar. The impact of this legislation being enacted on the figures reported above is a credit of £0.1m (2024: £25.6m charge) through separately

disclosed items.

On 26 November 2025, the UK Chancellor announced several tax changes which will have a material impact on the profitability of the UK business

post mitigation. As such, the outlook for the UK business for 2026 and beyond has been reduced. This reduction has required the recoverability of the

associated deferred tax assets to be reassessed, resulting in a one-off charge of £45.1m (2024: £nil) through separately disclosed items.

The Group’s future tax charge, and effective tax rate, will be affected by a number of factors including the geographic mix of profits, changes to

statutory corporate tax rates and the impact of continuing global tax reforms.

The UK enacted legislation in 2023 to implement the minimum level of taxation for multinational groups (“Pillar Two”). These rules apply to the Group

from 1 January 2024. The Group has applied the temporary mandatory exception from deferred tax accounting for the impacts of the top-up tax, and

accounts for it as a current tax when it is incurred. The impact of these rules on the figures reported above is to increase the tax charge by £2.0m

(2024: £2.2m).

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

Entain plc Annual Report 2025 203

11 Dividends

			2025	2024
			Shares in	Shares in
	2025	2024	issue	issue
Pence per share	pence	pence	number	number
2023 second interim dividend paid	–	8.9	–	639.0
2024 interim dividend paid	–	9.3	–	639.3
2024 second interim dividend paid	9.3	n/a	639.3	n/a
2025 interim dividend paid	9.8	n/a	639.5	n/a

A second interim dividend of 9.8p (2024: 9.3p) per share, amounting to £62.6m (2024: £59.5m) in respect of the year ended 31 December 2025, was

proposed by the Directors on 5 March 2026. The estimated total amount payable in respect of the final dividend is based on the expected number of

shares in issue on 5 March 2026. There are no income tax implications for the Group and Company arising from the proposed second interim

dividend. The 2024 second interim dividend of 9.3p per share (£59.5m) was paid on 25 April 2025. The 2025 interim dividend of 9.8p per share

(£62.6m) was paid on 29 September 2025.

A dividend reinvestment plan (“DRIP”) is available to shareholders who would prefer to invest their dividends in the Company’s shares. The last date

for receipt of DRIP elections is 31 March 2026.

In the year, the Group paid a dividend totalling £48.9m to non-controlling interests (2024: £12.5m).

12 Earnings per share

Basic earnings per share has been calculated by dividing the loss for the year attributable to shareholders of the Company of £666.7m (2024:

£452.7m) by the weighted average number of shares in issue during the year of 639.5m (2024: 639.1m).

The dilutive effects of share options and contingently issuable shares are not considered when calculating the diluted loss per share.

At 31 December 2025, there were 639.6m €0.01 ordinary shares in issue.

The calculation of adjusted earnings per share which removes separately disclosed items and foreign exchange gains and losses arising on financial

instruments has also been disclosed as it provides a better understanding of the underlying performance of the Group. Separately disclosed items

are defined in Note 4 and disclosed in Note 6.

Total earnings per share

Weighted average number of shares (millions)	2025	2024
Shares for basic earnings per share	639.5	639.1
Potentially dilutive share options and contingently issuable shares	6.3	5.2
Shares for diluted earnings per share	645.8	644.3

	2025	2024
Total profit	£m	£m
Loss attributable to shareholders	(666.7)	(452.7)
Losses/(gains) from financial instruments	216.5	(145.0)
Gains from foreign exchange debt instruments	(114.2)	(21.0)
Associated tax charge on (losses)/gains arising from financial instruments and foreign exchange debt instruments	(11.4)	23.1
Separately disclosed items net of tax (Note 6)	974.7	788.3
Adjusted profit attributable to shareholders	398.9	192.7

		Standard earnings per share		Adjusted earnings per share
Earnings per share (pence)	2025	2024	2025	2024
Basic earnings per share
From (loss)/profit for the year	(104.3)	(70.8)	62.4	30.2
Diluted earnings per share
From (loss)/profit for the year	(104.3)	(70.8)	61.8	29.9

The earnings per share presented above is inclusive of the performance from the US joint venture BetMGM. Adjusting for the removal of the BetMGM

performance would result in a basic adjusted earnings per share of 52.1p (2024: 47.3p) and a diluted adjusted earnings per share of 51.6p

(2024: 46.9p).

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

204 Entain plc Annual Report 2025

13 Goodwill and intangible assets

					Trade-marks
				Customer	& brand
	Goodwill	Licences	Software	relationships	names	Total
	£m	£m	£m	£m	£m	£m
Cost
At 1 January 2024	5,269.4	965.0	998.4	1,504.2	2,691.5	11,428.5
Exchange adjustment	(194.9)	(80.7)	(28.6)	(43.2)	(66.1)	(413.5)
Additions	–	18.3	185.6	–	–	203.9
Disposals	–	–	(2.7)	–	–	(2.7)
Reclassifications	–	–	2.0	–	–	2.0
At 31 December 2024	5,074.5	902.6	1,154.7	1,461.0	2,625.4	11,218.2
Exchange adjustment	122.2	(24.5)	6.4	37.4	41.5	183.0
Additions	–	19.0	213.6	–	–	232.6
Disposals	–	(0.2)	(4.6)	(0.7)	–	(5.5)
Reclassifications	–	0.2	(0.1)	–	–	0.1
At 31 December 2025	5,196.7	897.1	1,370.0	1,497.7	2,666.9	11,628.4
Accumulated amortisation and impairment
At 1 January 2024	553.4	71.5	649.0	1,146.1	332.4	2,752.4
Exchange adjustment	(34.3)	(5.5)	(18.3)	(33.1)	(19.7)	(110.9)
Amortisation charge	–	48.9	167.4	165.6	103.5	485.4
Impairment charge	416.5	–	19.2	–	–	435.7
Disposals	–	–	(2.7)	–	–	(2.7)
At 31 December 2024	935.6	114.9	814.6	1,278.6	416.2	3,559.9
Exchange adjustment	7.2	0.2	2.6	30.9	19.6	60.5
Amortisation charge	–	53.1	166.1	139.9	102.5	461.6
Impairment charge	510.1	–	10.0	–	30.0	550.1
Disposals	–	(0.1)	(3.4)	–	–	(3.5)
Reclassifications	–	(2.3)	2.3	–	–	–
At 31 December 2025	1,452.9	165.8	992.2	1,449.4	568.3	4,628.6
Net book value
At 31 December 2024	4,138.9	787.7	340.1	182.4	2,209.2	7,658.3
At 31 December 2025	3,743.8	731.3	377.8	48.3	2,098.6	6,999.8

At 31 December 2025, the Group had not entered into contractual commitments for the acquisition of any intangible assets (2024: £nil).

Included within trade-marks and brand names are £1,398.4m (2024: £1,398.4m) of intangible assets considered to have indefinite lives. These

assets relate to the UK Ladbrokes and Coral brands which are considered to have indefinite durability that can be demonstrated, and their value can

be readily measured. The brands operate in longstanding and profitable market sectors. The Group has a strong position in the market with the

"know-how" required to run such operations and there are barriers to entry due to the requirement to demonstrate that the applicant is a fit and

proper person.

Goodwill reflects the value by which consideration exceeds the fair value of net assets acquired as part of a business combination including the

deferred tax liability arising on acquisitions.

Licences comprise the cost of acquired betting shop and online licences, as well as licences acquired as part of acquisitions.

Software relates to the capitalisation of internally developed software (£144.7m of 2025 additions) and the cost of acquired software, through

purchase or business combination.

Customer relationships, trade-marks and brand names relate to the fair value of customer lists, trade-marks and brand names acquired as part of

business combinations, primarily relating to the bwin, Ladbrokes Coral Group, Enlabs, SuperSport, BetCity, 365Scores, STS and TAB NZ businesses.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

Entain plc Annual Report 2025 205

14 Impairment testing of goodwill and indefinite life intangible assets

An impairment loss is recognised for any amount by which an asset’s carrying amount exceeds its recoverable amount. The recoverable amount is

the higher of an asset’s fair value less costs to sell and its value in use. For the purposes of assessing impairment, assets are grouped at the lowest

levels for which there are separately identifiable cash flows (cash-generating units).

Within UK and TAB NZ Retail, the cash-generating units (“CGUs”) are generally an individual Licensed Betting Office (“LBO”) and, therefore,

impairment is first assessed at this level for the relevant intangibles (such as software and licences) and property, plant and equipment, with any

impairment arising booked to the intangibles and property, plant and equipment on a pro-rata basis. Since goodwill, customer relationships and

brand names have not been historically allocated to individual LBOs, a secondary assessment is then made to compare the carrying value of the

segment against the recoverable amount with any additional impairment then taken against goodwill first. Other Retail CGUs are assessed as a

whole due to either being franchise arrangements or on the basis of materiality.

For International the CGU is defined as websites hosted by proprietary platforms based in non-UK countries, and for all other segments the CGU is

the relevant geographical location or business unit. Any impairments are made firstly to goodwill, next to any capitalised intangible asset and then

finally to property, plant and equipment. The expected cash flows generated by the assets are discounted using appropriate discount rates that

reflect the time value of money and risks associated with the group of assets.

During the year, the Group’s STS business migrated onto the same proprietary platform as the SuperSport business, as well as being internally

managed and monitored together as the CEE operating segment. Therefore the previous CGUs of SuperSport and STS have been combined within

the new CEE CGU as presented in the diagram on page 208.

For both tangible and intangible assets, the future cash flows are based on the forecasts and budgets of the CGU or business discounted to reflect

time value of money. The key assumptions within the UK and European Retail budgets are over-the-counter wagers (customer visits and spend per

visit), the average number of machines per shop, gross win per shop per week, salary increases, the potential impact of the shop closures and the

fixed costs of the LBOs. The key assumptions within the budgets for online businesses are the number of active customers, net revenue per head,

win percentage, marketing spend, revenue shares and operating costs. These assumptions are the basis of the EBITDA forecasts which are used for

the value in use calculations. All forecasts take into account the impact of the Group’s sustainability commitments as well as any significant impacts

of climate change.

The value in use calculations use cash flows based on detailed, Board-approved, financial budgets prepared by management covering a three-year

period which have been risk adjusted for factors specific to each CGU. These forecasts have been extrapolated over years 4 to 9 representing a

declining growth curve from year 3 until the long-term forecast growth rate is reached. The growth rates used from years 4 to 9 range from 0% to

8% (2024: between 0% and 10%). From year 10 onwards long-term growth rates used are between 0% and 4% (2024: between 0% and 2%) and

are based on the long-term GDP growth rate of the countries in which the relevant CGUs operate or the relevant outlook for the business. An nine-

year horizon is considered appropriate based on the Group’s history of underlying profit as well as ensuring there is an appropriate decline to long-

term growth rates from those growth rates currently observed in our key markets. A 0% growth rate (2024: 0%) has been used for most of the Retail

operating segment including the UK. All key assumptions used in the value in use calculations reflect the Group’s past experience unless a relevant

external source of information is available. Whilst the same approach is adopted for TAB NZ impairment reviews, the value in use is assessed over

the 25-year life of the licence rather than into perpetuity.

The discount rate calculation is based on the specific circumstances with reference to the WACC and risk factors expected in the industry in which

the Group operates.

The pre-tax discount rates used and the associated carrying value of goodwill by CGU is as follows:

	2025	2024	2025	2024
Goodwill	%	%	£m	£m
UK Retail	12.4	12.8	39.5	76.4
UK Digital	11.6	11.3	483.0	933.6
International	13.2	11.6	1,361.4	1,315.4
Australia	14.7	13.7	130.4	134.5
Belgium Retail	12.3	12.8	–	–
Belgium Digital	12.3	12.8	–	11.5
Eurobet Retail	13.4	13.5	78.8	74.9
Eurobet Digital	13.4	13.5	309.4	294.2
Enlabs	11.3	12.0	206.2	196.0
BetCity	11.3	13.0	81.9	77.8
CEE	11.1-11.7	n/a	851.4	n/a
SuperSport	n/a	11.7	n/a	503.6
STS	n/a	13.6	n/a	301.8
365Scores	13.5	11.3	82.3	88.0
TAB NZ Retail	13.2	14.2	–	–
TAB NZ Digital	13.2	14.2	84.6	89.0
ROI	11.1	11.3	–	6.2
Crystalbet	13.6	11.3	34.9	36.0
			3,743.8	4,138.9

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

206 Entain plc Annual Report 2025

14 Impairment testing of goodwill and indefinite life intangible assets (continued)

It is not practical or material to disclose the carrying value of individual licences by LBO.

Included within trade-marks and brand names are £1,398.4m (2024: £1,398.4m) of intangible assets considered to have indefinite lives. These

assets relate to the UK Ladbrokes and Coral brands and are assessed on a combined CGU basis between UK Retail and UK Digital (see diagram on

page 208).

Impairment recognised during the year

Impairments of intangible assets and property, plant and equipment are recognised as separately disclosed items within operating expenses (see

Note 6).

As communicated to the market the recently announced tax changes in the UK online business are expected to have a material impact on

profitability post mitigation. As such, the outlook for the UK business for 2026 and beyond has been reduced. This reduction has led to a non-cash

impairment charge of £487.7m against our UK goodwill.

Belgium

During the year, the Group recorded a non-cash impairment charge of £76.9m against Belgium. This is driven by ongoing rationalisation of the retail

estate which has a consequential impact on our online business given retail is a major acquisition channel for online. This has been reflected in our

forecasts for the business looking ahead.

Republic of Ireland

Continued challenges remain against our Retail estate in ROI as a result of a reduced outlook for this market. During the year, the Group recorded a

non-cash impairment charge of £18.3m against the ROI CGU.

FHG

As part of the sale process of the FHG business in Australia, a £3.9m impairment charge has been determined against the recoverable value of the

business’s assets.

Sensitivity analysis

Sensitivity analysis for the impairment charge recognised on the UK CGUs in the year is given below. The remaining CGUs with an impairment

charge have not been disclosed as the remaining assets associated with the ROI and Belgium CGUs are not material and the impairment on FHG

was based on an external sale valuation. Whilst there has been no impairment recognised on the Group’s TAB NZ CGUs, the headroom is minimal

and the impact of changes in assumptions on the impairment assessment is disclosed below. For all other CGUs, no reasonable change in

assumptions would cause an additional material impairment.

	1%	1%	5%
	growth rate	discount rate	EBITDA
Impairment	£m	£m
UK	211.4	212.9	178.7
TAB NZ	58.0	67.8	47.3
	269.4	280.7	226.0

Impairment recognised during the prior year

TAB NZ

During the prior year, the Group recorded a non-cash impairment charge of £142.5m against TAB NZ (Digital CGU £124.0m, Retail CGU £18.5m)

which arose as a result of the outlook for the New Zealand business deteriorating during 2024. Whilst this is in part due to the delay in the

introduction of the legislative net (geo-blocking), forecast underlying growth has also reduced.

STS

During the prior year, our Polish business continued to face aggressive competitor activity. Whilst initial views were that the intensity of competition

would reduce as the year progressed and normalise ahead of 2025, we were yet to see any easing at the year end. As such, the outlook for the

Polish business for 2025 and beyond was reduced. This reduction led to a non-cash impairment charge of £75.9m against the STS CGU.

BetCity

With ongoing changes in regulation in the Netherlands and the introduction of deposit limits, the most recent of which was on 1 October 2024, and a

higher gaming tax rate, the outlook for the BetCity business weakened over 2024. This reduction in the outlook led to a non-cash impairment charge

of £113.1m against the BetCity CGU.

Belgium

During the prior year, the Group recorded a non-cash impairment charge of £76.3m against Belgium (Retail CGU £50.5m, Digital CGU £25.8m). This

was driven by ongoing heavy regulation in Retail and the decline in online casino NGR as a result of the wallet decoupling with bwin.be.

Republic of Ireland

Continued challenges relating to our Retail estate in ROI as a result of a reduced outlook for this market. During the prior year, the Group recorded a

non-cash impairment charge of £8.7m against the ROI CGU.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

Entain plc Annual Report 2025 207

14 Impairment testing of goodwill and indefinite life intangible assets (continued)

Impairment testing across the business

				Customer
		Licences/Franchisees	PPE & Software	relationships		Goodwill	Brand name
UK Digital				UK Digital Impairment review		Combined
						UK Digital/UK Retail
						Impairment
UK Retail		UK Retail site by site Impairment review		UK Retail Impairment review		review
	ROI			ROI Impairment review
International			International Impairment review
Eurobet				Eurobet Digital Impairment review
Digital						Eurobet
						Impairment
Eurobet				Eurobet Retail Impairment review		review
Retail
Belgium				Belgium Digital Impairment review
Digital						Belgium
						Impairment
Belgium				Belgium Retail Impairment review		review
	Retail
Australia				Australia Impairment review
	Enlabs		Enlabs Impairment review
BetCity				BetCity Impairment review
	CEE			CEE Impairment review
365	Scores		365	Scores	Impairment review
TAB NZ		TAB NZ Digital Impairment review
Digital						TAB NZ
						Impairment
TAB NZ		TAB NZ site by site Impairment review	TAB NZ Retail Impairment review			review
Retail
Crystalbet					Crystalbet Impairment review

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

208 Entain plc Annual Report 2025

15 Property, plant and equipment

	Land and	Plant and	Fixtures	Leased
	buildings	equipment	and fittings	assets	Total
	£m	£m	£m	£m	£m
Cost
At 1 January 2024	58.7	168.4	275.6	624.4	1,127.1
Exchange adjustment	(2.0)	(6.7)	(11.7)	(7.3)	(27.7)
Additions	5.5	30.1	49.0	132.4	217.0
Disposals	(1.6)	(4.2)	(16.7)	(202.0)	(224.5)
Reclassification	(0.3)	(15.4)	15.9	(2.3)	(2.1)
At 31 December 2024	60.3	172.2	312.1	545.2	1,089.8
Exchange adjustment	(0.2)	5.2	6.3	4.4	15.7
Additions	12.2	25.0	69.7	89.0	195.9
Disposals	(5.0)	(7.1)	(29.6)	(48.5)	(90.2)
Reclassification	5.6	7.4	(15.2)	2.4	0.2
At 31 December 2025	72.9	202.7	343.3	592.5	1,211.4
Accumulated depreciation
At 1 January 2024	22.8	67.0	117.8	386.1	593.7
Exchange adjustment	(1.2)	(2.2)	(11.7)	(2.9)	(18.0)
Depreciation charge	5.9	33.0	44.0	63.2	146.1
Impairment	1.2	1.3	4.8	11.5	18.8
Disposals	(1.6)	(4.2)	(16.7)	(202.0)	(224.5)
Reclassification	2.1	(0.6)	(1.6)	–	(0.1)
At 31 December 2024	29.2	94.3	136.6	255.9	516.0
Exchange adjustment	0.1	4.3	5.2	2.9	12.5
Depreciation charge	6.8	29.8	39.9	72.9	149.4
Disposals	(2.4)	(5.3)	(29.2)	(40.3)	(77.2)
Impairment	0.4	2.6	11.0	22.7	36.7
Reclassification	2.1	(0.4)	(1.4)	–	0.3
At 31 December 2025	36.2	125.3	162.1	314.1	637.7
Net book value
At 31 December 2024	31.1	77.9	175.5	289.3	573.8
At 31 December 2025	36.7	77.4	181.2	278.4	573.7

At 31 December 2025, the Group had not entered into contractual commitments for the acquisition of any property, plant and equipment (2024: £nil).

Included within fixtures, fittings and equipment are assets in the course of construction which are not being depreciated of £32.0m (2024: £26.4m),

relating predominantly to refurbishments and hardware roll out in retail stores.

An impairment charge of £36.7m (2024: £18.8m) has been made against the Group’s ROI and Belgium businesses and the prior year relates to

closed retail shops and office buildings. See Notes 6 and 14 for further details.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

Entain plc Annual Report 2025 209

15 Property, plant and equipment (continued)

Analysis of leased assets:

	Land and	Plant and
	buildings	equipment	Total
	£m	£m	£m
Cost
At 1 January 2024	600.9	23.5	624.4
Exchange adjustment	(6.9)	(0.4)	(7.3)
Additions	93.7	38.7	132.4
Disposals	(192.5)	(9.5)	(202.0)
Reclassifications	(4.4)	2.1	(2.3)
At 31 December 2024	490.8	54.4	545.2
Exchange adjustment	4.2	0.2	4.4
Additions	85.5	3.5	89.0
Disposals	(46.2)	(2.3)	(48.5)
Reclassification	–	2.4	2.4
At 31 December 2025	534.3	58.2	592.5
Accumulated depreciation
At 1 January 2024	375.2	10.9	386.1
Exchange adjustment	(2.8)	(0.1)	(2.9)
Depreciation charge	58.9	4.3	63.2
Impairment	11.1	0.4	11.5
Disposals	(192.5)	(9.5)	(202.0)
At 31 December 2024	249.9	6.0	255.9
Exchange adjustment	2.8	0.1	2.9
Depreciation charge	62.8	10.1	72.9
Disposals	(38.4)	(1.9)	(40.3)
Impairment	21.1	1.6	22.7
At 31 December 2025	298.2	15.9	314.1
Net book value
At 31 December 2024	240.9	48.4	289.3
At 31 December 2025	236.1	42.3	278.4

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

210 Entain plc Annual Report 2025

16 Interest in joint venture

	Share of joint
	venture’s net
	assets
	£m
Cost
At 1 January 2024	–
Additions	19.8
Exchange adjustment	(2.5)
Share of loss after tax	(109.4)
Share of other comprehensive loss (movement in translation reserve)	(0.1)
Liability	92.2
At 31 December 2024	–
Dividends received	(102.2)
Exchange adjustment	7.2
Share of profit after tax	66.0
Share of other comprehensive profit (movement in translation reserve)	0.2
Liability	28.8
At 31 December 2025	–

The joint venture predominantly represents the Group’s investment in BetMGM set up in the US in which a 50% stake is held.

As the dividends received from BetMGM are greater than the cumulative share of profits recognised, the Group has recorded £128.1m as deferred

income (2024: £99.4m of potential future obligations).

Summarised financial information in respect of the Group’s joint venture’s net assets is set out below:

	2025	2024
	£m	£m
Non-current assets	92.3	101.7
Cash and cash equivalents	130.1	233.4
Other current assets	93.5	165.3
Current assets	223.6	398.7
Balances with customers	(218.1)	(257.9)
Other current liabilities	(327.7)	(429.1)
Current liabilities	(545.8)	(687.0)
Non-current liabilities	(26.3)	(12.1)
Net liabilities	(256.2)	(198.7)
Group’s share of net liabilities	(128.1)	(99.4)

	2025	2024
Summarised statement of comprehensive income	£m	£m
Revenue	2,148.2	1,660.2
Depreciation and amortisation	(40.5)	(34.4)
Other operating expenses	(1,976.5)	(1,844.5)
Income tax	0.9	(0.1)
Profit/(loss) for the year	132.1	(218.8)
Other comprehensive profit/(loss)	0.4	(0.1)
Total comprehensive profit/(loss)	132.5	(218.9)
Group’s share of profit/(loss)	66.2	(109.5)

Contingent liabilities relating to the Group’s interest in joint ventures are set out in Note 31.

The risks associated with the Group’s interest in joint ventures are aligned to the same risks the Group is exposed to on the basis that they operate

wholly within the betting and gaming market.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

Entain plc Annual Report 2025 211

17 Interest in associates and other investments

	Share of
	associates’	Other
	net assets	investments	Total
	£m	£m	£m
Cost
At 1 January 2024	27.7	19.4	47.1
Revaluation gain	–	0.7	0.7
Disposals	–	(5.2)	(5.2)
Impairment	–	(3.1)	(3.1)
Dividends received	(1.4)	–	(1.4)
Share of loss after tax	(4.8)	–	(4.8)
Foreign exchange	–	(0.7)	(0.7)
At 31 December 2024	21.5	11.1	32.6
Revaluation gain	–	0.8	0.8
Additions	–	0.1	0.1
Dividends received	(0.4)	–	(0.4)
Share of profit after tax	0.1	–	0.1
Foreign exchange	0.9	0.8	1.7
At 31 December 2025	22.1	12.8	34.9

Revaluation gain includes £0.1m loss (2024: £nil) recognised through other comprehensive income with the remaining gain of £0.9m (2024: £0.7m

gain) recognised through profit or loss.

Associates

Summarised financial information in respect of the associates is set out below:

	2025	2024
	£m	£m
Non-current assets	35.9	68.7
Current assets	84.5	45.5
Non-current liabilities	–	(7.1)
Current liabilities	(89.8)	(66.3)
Net assets	30.6	40.8
Group’s share of net assets	22.1	21.5
Revenue for the year	302.6	313.3
Profit/(loss) for the year	6.6	(6.8)
Other comprehensive income	–	–
Total comprehensive income/(expense)	6.6	(6.8)
Group’s share of total comprehensive income/(expense)	0.1	(4.8)

Further details of the Group’s associates are listed in Note 32.

The financial year end of Sports Information Services (Holdings) Limited (SIS), an associate of the Group, is 31 March. The Group has included the

results for SIS for the 12 months ended 31 December 2025.

All associates are private companies and there are no quoted market prices available for their shares.

The risks associated with associate investments are considered to be aligned to the same risks the Group is exposed to on the basis that they

operate wholly within the betting and gaming market .

Other investments of £12.8m (2024: £11.1m) consist of investments which have no fixed maturity date or coupon rate.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

212 Entain plc Annual Report 2025

18 Trade and other receivables

	2025	2024
	£m	£m
Trade receivables	42.5	36.4
Other receivables	479.2	454.6
Finance lease receivable	3.8	4.4
Prepayments	118.2	95.5
	643.7	590.9

Trade and other receivables are presented on the Balance Sheet as follows:

	2025	2024
	£m	£m
Current	613.7	563.8
Non-current	30.0	27.1
Total	643.7	590.9

Trade receivables are non-interest bearing and are generally on 30-90 day terms. Trade and other receivables are reviewed for impairment on an

ongoing basis, taking account of the ageing of outstanding amounts and the credit profile of customers. Impaired receivables, including all trade

receivables that are a year old, are provided for in an allowance account. Impaired receivables are derecognised when they are assessed as

irrecoverable. The expected credit losses arising from receivables are not considered to be material and therefore has not been recognised.

Other receivables includes interest on the Greek tax repayment of €34.9m (2024: €34.9m) which is owed from Greek tax authorities and is

outstanding while the appeal is ongoing. See Note 31 for more details. Other receivables also include amounts receivable from payment service

providers of £120.3m (2024: £136.8m), joint ventures receivables of £66.8m (2024: £89.6m) and Italy tax credits of £202.5m (2024: £135.1m).

There is also a number of other smaller items such as regulatory deposits, security deposits, rent deposits and balances due from affiliates and

partners. The Group does not perceive there to be a material credit risk against these items.

19 Cash and cash equivalents

	2025	2024
	£m	£m
Cash and short-term deposits	554.1	588.9

Cash and cash equivalents in the consolidated statement of cash flows comprises cash at bank, overdrafts net of short-term investments and

includes £203.8m (2024: £198.3m) restricted in respect of customers.

20 Trade and other payables

	2025	2024
	£m	£m
Trade payables	83.6	108.2
Other payables 1	412.7	531.3
Social security and other taxes	239.1	265.8
Accruals and deferred income 2	558.4	501.7
	1,293.8	1,407.0

1. Includes £290.6m (2024: £428.0m) relating to a DPA settlement which is being repaid over a four-year term.

2. Includes £128.1m (2024: £99.4m) recognised as deferred income from our joint venture investment in BetMGM. See Note 16 for further details.

Trade and other payables are presented on the Balance Sheet as follows:

	2025	2024
	£m	£m
Current	1,154.5	1,120.6
Non-current	139.3	286.4
Total	1,293.8	1,407.0

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

Entain plc Annual Report 2025 213

21 Lease liabilities

	2025	2024
	£m	£m
Current
Lease liabilities	70.5	77.2
Non-current
Lease liabilities	249.2	247.3
Total lease liabilities	319.7	324.5

The Group’s leasing activity consists of leases on property, cars, self-service betting terminals and office equipment. The majority of those relate to

the leasing of LBOs within the Retail estates and office buildings.

Each lease is reflected on the balance sheet as a right-of-use asset and a lease liability. Variable lease payments which do not depend on an index or

a rate (such as lease payments on gaming machines based on a percentage of revenue) are excluded from the measurement of the lease liability

and asset. The Group classifies its right-of-use assets in a consistent manner to its property, plant and equipment (see Note 15).

Leases of vehicles and IT equipment are generally limited to a new lease term of 3 to 5 years. Leases of property generally have a lease term ranging

from 5 to 10 years, with some legacy leases extending out to 20 years and beyond. Most new leases of property are now generally expected to be

limited to no more than 10 years, with a break option after no more than 5 years, except in special circumstances.

The maturity analysis of lease liabilities is as follows:

					Minimum lease payments due
	Within 1	1–2 years	2–5 years	> 5 years	Total
	year
	£m	£m	£m	£m	£m
2025
Net present value	70.5	59.2	116.9		73.1	319.7
2024
Net present value	77.2	64.1	122.0		61.2	324.5

The Group secures the use of its retail premises primarily through taking out leases for these premises. Typically, the leases are for a duration

between 5 and 10 years. In respect of the UK property portfolio there is commonly a right to negotiate replacement leases on expiry, by virtue of the

Landlord and Tenant Act 1954. Details of undiscounted amounts payable under leases are set out in Note 24.

Certain lease payments are not recognised as a liability. This arises when the Group continues to pay rents and occupy properties after the lease has

expired. Payments made under such leases are expensed on a straight-line basis. In addition, certain variable lease payments and irrecoverable VAT

are not permitted to be recognised as lease liabilities and are expensed as incurred.

The use of extension and termination options gives the Group added flexibility in the event it has identified more suitable premises in terms of cost

and/or location or determined that it is advantageous to remain in a location beyond the original lease term. An option is only exercised when

consistent with the Group’s regional markets strategy and the economic benefits of exercising the option exceeds the expected overall cost.

Amounts paid for short-term and low-value leases not included within the lease liability are immaterial.

The Group incurred rent and associated costs of £13.4m (2024: £18.5m). These are predominantly driven by VAT on rental charges not being

recoverable and held over leases.

Details of total cash outflow relating to leases, are disclosed in the consolidated statement of cash flows.

Group as lessor:

Finance lease receivables are included in the statement of financial position within trade and other receivables and are as follows:

	2025	2024
	£m	£m
Current	0.8	0.9
Non-current	3.0	3.5

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

214 Entain plc Annual Report 2025

21 Lease liabilities (continued)

The maturity analysis of lease receivables, including the undiscounted lease payments to be received, is as follows:

	Within
	1 year	1–2 years	2–5 years	> 5 years	Total
	£m	£m	£m	£m	£m
2025
Lease payments receivable	1.0	0.6	1.5	1.8	4.9
Interest	(0.2)	(0.2)	(0.4)	(0.3)	(1.1)
Present value of lease payments receivable	0.8	0.4	1.1	1.5	3.8
2024
Lease payments receivable	1.2	0.9	1.6	2.1	5.8
Interest	(0.3)	(0.2)	(0.5)	(0.4)	(1.4)
Present value of lease payments receivable	0.9	0.7	1.1	1.7	4.4

Operating lease commitments – Group as lessor

A number of the sublease agreements for unutilised space in the UK shop estate are not classified as finance leases within IFRS 16. These non-

cancellable leases have remaining lease terms of between 1 and 10 years. The future minimum rentals receivable under these non-cancellable

operating leases at 31 December are as follows:

	2025	2024
	£m	£m
Within one year	0.2	0.3
After one year but not more than five years	0.6	0.8
After five years	0.3	0.4
	1.1	1.5

22 Interest-bearing loans and borrowings

	2025	2024
	£m	£m
Current
Euro-denominated loans	2.4	2.3
USD-denominated loans	24.2	22.4
Sterling-denominated loans 1	(1.2)	0.6
	25.4	25.3
Non-current
Euro-denominated loans	1,095.5	1,037.1
USD-denominated loans	2,397.8	2,568.8
Sterling-denominated loans	153.8	–
	3,647.1	3,605.9

1. Balance relates to capitalised fees on our bank facilities

As at 31 December 2025 there were £570.0m (2024: £560.0m) of committed bank facilities of which £160.0m (2024: £nil) were drawn down and

£7.3m (2024: £7.6m) of facilities which have been utilised for letters of credit.

On 18 March 2025, the Group refinanced its revolving credit facility, extending its latest maturity from July 2026 to March 2030. The facility was also

increased and now has total commitments (including letters of credit) of £645m. The facility is subject to a springing maturity, to three months prior to

the earliest term loan maturity, if at least a 25% stub of the shortest-dated term loan remains outstanding. At 31 December 2025, the facility’s effective

maturity date was 30 March 2028.

On 31 July 2025, the Group announced the refinancing of its existing $1,100m and $2,218m term loans. The existing $1,100m term loan margin

reduced by 35bps to 225bps, which was allocated at an original issue discount (“OID”) of 99.875 and the maturity date has been extended from

29 March 2027 to 31 July 2032. The existing $2,218m term loan margin reduced by 50bps to 225bps, which was allocated at par and the maturity

date remains 31 October 2029.

On 7 August 2025, the Group signed a 2 year £500m bridge facility solely for the purposes of acquiring some or all of the Entain CEE minority

investment should the need arise. The facility is available to draw for 12 months from signing, extendable by 3 months. If drawn, it has a 9 month term.

On 13 November 2025, the Group announced the pricing of €500m senior secured notes due 30 November 2031 at a fixed coupon of 4.875%, which

were issued on 24 November 2025, and used to immediately repay €500m of the Group’s existing €1,265m Term Loan B facility due 30 June 2028.

The Group’s senior facilities agreement contains a single financial covenant: a springing leverage covenant (subject to customary cure rights) and

solely for the benefit of the lenders under the revolving credit facility (“RCF”). The financial covenant is tested only in respect of a quarter-end date

where the aggregate outstanding principal amount of all loans under the RCF (excluding utilisations of the RCF by way of letters of credit or bank

guarantees) exceeds 40% of the total RCF commitments as at that date.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

Entain plc Annual Report 2025 215

23 Provisions

	Property
	and		Litigation and
	contract	Restructuring	regulation
	provisions	provisions	provisions	Total
	£m	£m	£m	£m
At 1 January 2024	5.3	3.3	16.5	25.1
Provided	12.0	3.1	45.0	60.1
Utilised	(3.9)	(3.3)	(39.4)	(46.6)
Released	(0.5)	–	–	(0.5)
Foreign exchange	(0.1)	–	(0.3)	(0.4)
At 31 December 2024	12.8	3.1	21.8	37.7
Provided	3.8	1.2	109.2	114.2
Utilised	(4.1)	(3.1)	(44.8)	(52.0)
Released	(0.1)	–	(1.0)	(1.1)
Foreign exchange	(0.2)	–	0.6	0.4
At 31 December 2025	12.2	1.2	85.8	99.2

Property and contract provisions

The Group is party to a number of leasehold property contracts. Provision has been made against the unavoidable non-rent costs on those leases

where the property is now vacant. Provisions have been based on management’s best estimate of the minimum future cash flows to settle the

Group’s obligations, considering the risks associated with each obligation, discounted at a risk-free interest rate of 4.1%. The periods of vacant

property commitments range from 1 to 9 years (2024: 1 to 10 years). In accordance with IFRS 16, the rental elements of certain property provisions

are included within lease liabilities.

Restructuring provisions

Restructuring provisions relate to redundancy costs due to be paid in 2026 as a result of Project Romer initiatives.

Litigation and regulation provisions

A litigation and regulation provision of £85.8m has been recorded relating to estimates for potential liabilities which may arise in the Group because

of customer claims and other litigation related past practices. These provisions have been updated to reflect management’s best estimate of

probable cash outflows related to these matters.

AUSTRAC

On 16 December 2024, the Australian Transaction Reports and Analysis Centre ("AUSTRAC") commenced civil penalty proceedings in the Federal

Court of Australia against Entain Group Pty Ltd, the Group's subsidiary in Australia ("Entain Australia"). The full Statement of Claim was filed on 31

March 2025, alleging contraventions of the Australian Anti-Money Laundering and Counter-Terrorism Financing ("AML and CTF") Act 2006. An

Amended Statement of Claim was subsequently filed on 19 August 2025.

As previously disclosed, the investigation was announced by AUSTRAC in September 2022 and Entain has cooperated fully with AUSTRAC

throughout its investigation. In December 2022, a dedicated programme of further enhancements to Entain Australia’s AML and CTF systems and

processes was commenced, which was subsequently completed in June 2025. All remediation activities required under the dedicated programme, as

communicated to AUSTRAC, are complete.

In July 2025, AUSTRAC and Entain took part in a mediation on a confidential and without prejudice basis. Neither party has asked to terminate the

mediation process and, whilst the without prejudice discussions continue, a further meeting between Entain, AUSTRAC and the mediator is expected

at the end of March 2026. Entain Australia filed its defence at the end of October 2025. In the previous financial reporting period, the AUSTRAC

proceedings were disclosed as a contingent liability, referencing previous penalties ordered in proceedings against entities in the gaming sector

which ranged from AUD$45m to AUD$450m. It was stated that proceedings may result in a penalty being levied which could potentially be

material, however management were unable to determine a reliable estimate at that time.

As part of the preparation of the financial statements, the Directors have considered the current status of the AUSTRAC proceedings and have

concluded that, in line with the requirements of IAS 37 – Provision, Contingent Liabilities and Contingent Assets, it is appropriate to maintain the

provision recognised at half-year of AUD$100m. Although a provision has been recognised, there remains considerable uncertainty in relation to the

outcome of the matter and a wide range of possible penalties. The Directors continue to note the range of penalties in the proceedings against other

entities in the gaming sector. The considerable uncertainty relates to matters including: (a) the extent to which Entain Australia and AUSTRAC reach

agreement in principle as to the amount of any penalty in the course of ongoing without prejudice discussions; (b) if so, whether the Court will make

an order consistent with any amount agreed between the parties (and the Directors note that the Court has wide discretion in this regard); and (c) if

Entain Australia and AUSTRAC are unable to reach an agreement in principle on the amount of any penalty, what penalty the Court may determine

following a contested proceeding. As such, should any penalty become payable by Entain Australia, it may differ materially from the provision

recorded as at 31 December 2025.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

216 Entain plc Annual Report 2025

23 Provisions (continued)

Player claims

The Group faces claims initiated by Austrian and German players relating to the return of their gambling losses. A provision of £18.1m has been

made for certain of these claims (see Note 31 for further details).

Of the total provisions at 31 December 2025, £37.7m (2024:£34.8m) is current and £61.5m (2024: £2.9m) is non-current. Provisions expected to be

settled in greater than one year are discounted at the risk-free rate.

24 Financial risk management objectives and policies

The Group’s treasury function provides a centralised service for the provision of finance and the management and control of liquidity, foreign

exchange rates and interest rates. The function operates as a cost centre and manages the Group’s treasury exposures to reduce risk in accordance

with policies approved by the Board.

The Group’s principal financial instruments comprise term loans, bank facilities, overdrafts, loan notes, bonds, financial guarantee contracts, and cash

and short-term deposits, together with certain derivative financial instruments. The main purpose of these financial instruments is to raise finance for

the Group’s operations. The Group has various other financial instruments such as trade receivables, trade payables and accruals that arise directly

from its operations. Details of derivatives are set out in Note 25.

It is, and has been throughout the year under review, the Group’s policy that no trading in financial instruments shall be undertaken other than

betting. Activity of this nature is only undertaken by the customer and is not speculative activity of the Group. The Group’s exposure to ante-post

betting and gaming transactions is not significant.

The main financial risks for the Group are exchange rate risk, interest rate risk, credit risk and liquidity risk. The Board reviews and agrees policies for

managing each of these risks and they are summarised below. The Group also monitors the market price risk arising from all financial instruments.

Interest rate risk

The Group is exposed to interest rate risk on certain of its interest-bearing loans and borrowings and on cash and cash equivalents.

The Group uses derivative financial instruments such as interest rate swaps to hedge its interest rate risk. At 31 December 2025, 42% (2024: 58%)

of the Group’s post-swap gross debt (excluding leases) was at fixed interest rates.

Interest on financial instruments at floating rates is repriced at intervals of less than six months. Interest on financial instruments at fixed rates is fixed

until the maturity of the instrument.

The table below demonstrates the sensitivity to reasonably possible changes in interest rates on income for the year when this movement is applied

to the carrying value of financial liabilities:

	Profit before tax
Effect on:	2025	2024
25 basis points decrease	5.6	3.8
100 basis points increase	(22.3)	(15.2)

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

Entain plc Annual Report 2025 217

24 Financial risk management objectives and policies (continued)

Foreign currency risk

Given the multi-national nature of the business, the Group is exposed to foreign exchange gains and losses on its trading activities, the net assets of

its overseas subsidiaries and its non-GBP-denominated financing facilities. The primary currencies that the Group is exposed to fluctuations in are

the Euro, Australian Dollar, New Zealand Dollar and US Dollar.

Whilst the Group does not actively hedge the foreign exposure on its trading cash flows, it continuously monitors exposures to individual currencies,

taking remediating actions as necessary to manage any significant risks as they arise. In the event that the Group anticipates large transactions in

currencies other than GBP, forward exchange contracts are taken out to manage the potential foreign exchange exposure.

The Group’s exposure to the translation of net assets on foreign currency subsidiaries into its reporting currency is partially offset by the opposite

exposure on the Group’s financing facilities providing a natural economic hedge, even though the Group does not apply hedge accounting. The

Group’s policy on borrowings is broadly aligned to the underlying cash flows of the business.

The Group has financing facilities in GBP, Euros and US Dollars. As the Group’s overseas subsidiaries largely report in Euros, the Group has taken out

swap contracts to hedge the US Dollar debt into Euros in order to align the foreign currency exposure on the Group’s financing facilities with that on

the net assets of its subsidiaries. The Group has also taken out swap contracts to hedge US Dollar debt into GBP and Australian Dollars.

A 5% weakening in the Euro would reduce Group operating profit by £27.9m (2024: £29.1m) and increase net assets by £9.7m (2024: £31.9m

decrease) when applied to the results of the year in question.

A 5% weakening in the Australian Dollar would reduce Group operating profit by £2.2m (2024: £2.5m) and net assets by £2.8m (2024: £6.6m) when

applied to the results of the year in question.

A 5% weakening in the US Dollar would reduce Group operating profit by £4.3m (2024: £5.0m increase) arising from the share of profit of joint

venture and reduce net assets by £5.1m (2024: no material net assets) when applied to the results of the year in question.

A 5% weakening in the New Zealand Dollar would reduce Group operating profit by £1.1m (2024: £0.6m) and increase net assets by £1.5m (2024:

£5.7m) when applied to the results of the year in question.

Credit risk

The Group is not subject to significant concentration of credit risk, with exposure spread across a large number of counterparties and customers.

Receivable balances are monitored on an ongoing basis. Any changes to credit terms are assessed and authorised by senior management on an

individual basis.

With respect to credit risk arising from the other financial assets of the Group, which comprise cash and cash equivalents, the Group’s exposure to

credit risk arises from default of the counterparty, with a primary exposure equal to the carrying amount of these instruments. Credit risk in respect of

cash and cash equivalents is managed by restricting those transactions to banks that have a defined minimum credit rating and by setting an

exposure ceiling per bank.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

218 Entain plc Annual Report 2025

24 Financial risk management objectives and policies (continued)

Liquidity risk

The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of borrowings with a range of maturities.

The Group’s policy on liquidity is to ensure that there are sufficient medium-term and long-term committed borrowing facilities to meet the medium-

term funding requirements. At 31 December 2025, there were undrawn committed borrowing facilities of £410.0m (2024: £560.0m). Total

committed facilities had an average maturity of 4.4 years (2024: 3.5 years).

The total gross contractual undiscounted cash flows of financial liabilities, including interest payments, fall due as follows. Cash flows in respect of

financial guarantee contracts reflect the probability weighted cash flows.

	On demand
	or within
	1 year	1–2 years	2–5 years	> 5 years	Total
2025	£m	£m	£m	£m	£m
Interest-bearing loans and borrowings	233.4	229.2	2,992.3	1,303.4	4,758.3
Other financial liabilities	706.8	78.4	235.3	1,938.3	2,958.8
Trade and other payables	596.1	151.3	–	–	747.4
Lease liabilities	91.0	75.3	144.5	92.5	403.3
Total	1,627.3	534.2	3,372.1	3,334.2	8,867.8

	On demand
	or within
	1 year	1–2 years	2–5 years	> 5 years	Total
2024	£m	£m	£m	£m	£m
Interest-bearing loans and borrowings	265.5	1,341.5	3,027.1	–	4,634.1
Other financial liabilities	223.7	107.6	848.3	2,354.4	3,534.0
Trade and other payables	618.9	151.3	151.3	–	921.5
Lease liabilities	91.6	75.7	145.5	78.8	391.6
Total	1,199.7	1,676.1	4,172.2	2,433.2	9,481.2

Details of discounted contractual cash flows of leasing liabilities are set out in Note 21.

Capital risk management

The primary objective of the Group’s capital management is to ensure that it maintains a credit quality that enables the Group to raise funds at an

economic interest rate and to maintain healthy capital ratios in order to support its business and maximise shareholder value. The Group manages its

capital structure and makes adjustments to it in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may

adjust the dividend payment to shareholders, adjust borrowings, return capital to shareholders or issue new shares.

The Group monitors capital using an adjusted net debt to underlying EBITDA ratio. The ratio at 31 December 2025, was 3.1 times (2024: 3.1 times).

See Note 26 for further details.

The Group’s funding policy is to raise funds centrally to meet the Group’s anticipated requirements. These are planned so as to mature at different

stages in order to reduce refinancing risk. The Board reviews the Group’s capital structure and liquidity periodically.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

Entain plc Annual Report 2025 219

25 Financial instruments and fair value disclosures

The table below analyses the Group’s financial instruments into their relevant categories:

		Assets/	Assets at
		(liabilities)	fair value
		at fair value through other
	Amortised	through	comprehensive
	cost	profit and loss	income	Total
31 December 2025	£m	£m	£m	£m
Assets
Non-current:
Other investments (Note 17)	1.2	4.6	7.0	12.8
Trade and other receivables	30.0	–	–	30.0
Current:
Trade and other receivables	495.5	–	–	495.5
Derivative financial instruments	–	2.6	–	2.6
Cash and short-term investments (including customer funds)	554.1	–	–	554.1
Total	1,080.8	7.2	7.0	1,095.0
				–
Liabilities				–
Current:				–
Customer balances	(197.0)	–	–	(197.0)
Interest-bearing loans and borrowings 1	(25.4)	–	–	(25.4)
Trade and other payables	(915.4)	–	–	(915.4)
Derivative financial instruments	–	(138.0)	–	(138.0)
Deferred and contingent consideration	(80.6)	(17.2)	–	(97.8)
Other financial liabilities 2	(587.4)	(20.6)	–	(608.0)
Lease liabilities (Note 21)	(70.5)	–	–	(70.5)
				–
Non-current:				–
Interest-bearing loans and borrowings	(3,647.1)	–	–	(3,647.1)
Trade and other payables	(139.3)	–	–	(139.3)
Derivative financial instruments	–	(6.4)	–	(6.4)
Deferred and contingent consideration	(112.0)	(719.4)	–	(831.4)
Other financial liabilities 2	(6.7)	–	–	(6.7)
Lease liabilities (Note 21)	(249.2)	–	–	(249.2)
Total	(6,030.6)	(901.6)	–	(6,932.2)
Net financial(liabilities)/assets	(4,949.8)	(894.4)	7.0	(5,837.2)

1. The fair value of interest-bearing loans and borrowings at 31 December 2025 and 31 December 2024 is not materially different to their original cost.

2. Other financial liabilities include a put liability of £587.4m (2024: £509.1m), £6.7m of other financial liabilities (2024: £3.8m) and £20.6m of ante-post liabilities (2024: £15.9m).

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

220 Entain plc Annual Report 2025

25 Financial instruments and fair value disclosures (continued)

		Assets/	Assets at
		(liabilities)	fair value
		at fair value through other
	Amortised	through	comprehensive
	cost	profit and loss	income	Total
31 December 2024	£m	£m	£m	£m
Assets
Non-current:
Other investments (Note 17)	1.1	2.8	7.2	11.1
Derivative financial instruments	–	19.1	–	19.1
Trade and other receivables	27.1	–	–	27.1
Current:
Trade and other receivables	468.3	–	–	468.3
Derivative financial instruments	–	67.3	–	67.3
Cash and short-term investments (including customer funds)	588.9	–	–	588.9
Total	1,085.4	89.2	7.2	1,181.8
Liabilities
Current:
Customer balances	(196.6)	–	–	(196.6)
Interest-bearing loans and borrowings 1	(25.3)	–	–	(25.3)
Trade and other payables	(854.8)	–	–	(854.8)
Derivative financial instruments	–	(8.5)	–	(8.5)
Deferred and contingent consideration	(78.9)	(120.3)	–	(199.2)
Other financial liabilities 2	–	(15.9)	–	(15.9)
Lease liabilities (Note 21)	(77.2)	–	–	(77.2)
Non-current:
Interest-bearing loans and borrowings	(3,605.9)	–	–	(3,605.9)
Trade and other payables	(286.4)	–	–	(286.4)
Derivative financial instruments	–	(11.1)	–	(11.1)
Deferred and contingent consideration	(195.4)	(766.3)	–	(961.7)
Other financial liabilities 2	(512.9)	–	–	(512.9)
Lease liabilities (Note 21)	(247.3)	–	–	(247.3)
Total	(6,080.7)	(922.1)	–	(7,002.8)
Net financial (liabilities)/assets	(4,995.3)	(832.9)	7.2	(5,821.0)

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Notes to the consolidated

financial statements

for the year ended

31December 2025

Entain plc Annual Report 2025 221

25 Financial instruments and fair value disclosures (continued)

Fair value hierarchy

IFRS 13 requires financial assets and liabilities recorded at fair value to be categorised in three levels according to the inputs used in the calculation of

their fair value:

4 Level 1 – uses quoted prices as the input to fair value calculations

4 Level 2 – uses inputs other than quoted prices, that are observable either directly or indirectly

4 Level 3 – uses inputs that are not observable

The following tables illustrate the Group’s financial assets and liabilities measured at fair value after initial recognition at 31 December 2025 and

31 December 2024:

				2025
	Level 1	Level 2	Level 3	Total
	£m	£m	£m	£m
Assets measured at fair value
Derivative financial instruments	–	2.6	–	2.6
Other investments	1.9	4.5	5.2	11.6
	1.9	7.1	5.2	14.2
Liabilities measured at fair value
Derivative financial instruments	–	(144.4)	–	(144.4)
Deferred and contingent consideration	–	–	(736.6)	(736.6)
Other financial liabilities	–	–	(20.6)	(20.6)
	–	(144.4)	(757.2)	(901.6)
Net assets/(liabilities) measured at fair value	1.9	(137.3)	(752.0)	(887.4)

				2024
	Level 1	Level 2	Level 3	Total
	£m	£m	£m	£m
Assets measured at fair value
Derivative financial instruments	–	86.4	–	86.4
Other investments	2.1	2.7	5.2	10.0
	2.1	89.1	5.2	96.4
Liabilities measured at fair value
Derivative financial instruments	–	(19.6)	–	(19.6)
Deferred and contingent consideration	–	–	(886.6)	(886.6)
Other financial liabilities	–	–	(15.9)	(15.9)
	–	(19.6)	(902.5)	(922.1)
Net assets/(liabilities) measured at fair value	2.1	69.5	(897.3)	(825.7)

There have been no transfers of assets or liabilities recorded at fair value between the levels of the fair value hierarchy.

Movements in the Group’s level 3 financial assets and liabilities were as follows:

	2025	2024
	£m	£m
Net liabilities the start of the year	(897.3)	(984.3)
Settlements	111.1	39.9
Transfers to liabilities	–	6.4
Other	(4.7)	1.2
Profit and loss account – realised gains/(losses)	0.1	(3.2)
Profit and loss account – unrealised losses	(2.7)	(39.8)
Other comprehensive income – unrealised gains on foreign exchange	41.5	82.5
Net liabilities the end of the year	(752.0)	(897.3)

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Notes to the consolidated

financial statements

for the year ended

31December 2025

222 Entain plc Annual Report 2025

25 Financial instruments and fair value disclosures (continued)

Included within other financial assets and derivative financial instruments measured at fair value are:

4 Currency swaps held against debt instruments as an asset of £2.6m (2024: £86.4m) and a liability of £144.4m (2024: £19.6m).

4 Investments in RAS Technology of £1.9m (2024: £2.1m) and Intuitive Investment Group plc (“IIG”) of £5.1m (2024: £5.1m), both designated as fair

value through other comprehensive income.

4 Investments in Scout Gaming of £0.1m (2024: £0.1m), convertible equity instruments with Visa Inc. for £3.8m (2024: £2.7m) and other investment

funds of £0.7m (2024: £nil), all designated as fair value through profit and loss.

The fair value of the investments at 31 December 2025 and 31 December 2024 is not materially different to their original cost.

Contingent and deferred consideration

Contingent and deferred consideration arises through business combinations, the fair value for which is reassessed at each reporting date using

updated inputs and assumptions based on the latest financial forecasts of each respective business. As at 31 December 2025, contingent and

deferred consideration was £929.2m (2024: £1,161.0m), including £908.6m on TAB NZ as well as from the Group’s acquisitions of ASF Limited and

365 Scores in the prior years.

The valuation of the contingent element of consideration is subject to estimation and uncertainty as the amount payable is based on various factors,

including future profitability. With the exception of TAB NZ, based on the current profit forecast and reasonable upside and downside sensitivities,

the range of potential valuations is not expected to be materially different from that provided for in the financial statements. For TAB NZ the range of

potential outcomes could be materially different from the amounts provided as it is subject to the future performance of the business over a 25-year

time period. The fair value of contingent consideration for TAB NZ at 31 December 2025 was £716.0m (2024: £782.4m). The valuation technique

used for calculating the contingent consideration was a discounted cash flow model. The key unobservable inputs for this calculation are profit

growth rates and discount rate, with the inputs aligned with the value in use calculations used for assessing impairment. Profit growth rates have

been assumed as 0% (2024: 1%) for the Retail operating segment and between 6% and 4% for years 4-9 (2024: 8% and 2%) and 3% (2024: 2%)

for years 10 onwards for the Digital operating segment. The discount rate used within the calculations is 13.2% (2024: 14.2%). A 1% movement in

the forecast growth rate, both positive and negative, would impact the contingent consideration liability by approximately £50.0m, whereas an 0.5pp

movement in the discount rate would affect the liability by approximately £35.0m.

During the year, the Group paid £187.6m (2024: £120.5m) of deferred and contingent consideration in relation to the aforementioned acquisitions.

Put option liability

Put option liabilities are recognised for potential cash payments related to put options issued by the Group over the equity of subsidiary companies

with changes in the value being recorded in the separately disclosed items. As at 31 December 2025, a put option liability of £587.4m was included

within financial liabilities in relation to the minority holding in Entain CEE (2024: £509.1m).

Put option liabilities are recorded at present value.

The valuation of the put option liability is subject to estimation uncertainty as the amount payable is based on various factors, including future

profitability, timing of payments and market conditions.

The valuation technique used for calculating the value of the put option liability was a discounted cash flow model with a weighted average

probability of a number of scenarios relating to the various inputs. There are a number of key unobservable inputs used for the valuation with the

most sensitive being comparable company EBITDA multiples. Other key inputs include estimated timing of payments.

A 0.5x change in the EBITDA multiple, either way, would impact the liability by approximately £26m. Estimating the timing of payments is

judgemental and could have various outcomes as the put option has no expiry date but current views model scenarios within the next year.

The present value of the put option liability recognised is not materially different to fair value.

Ante-post

Ante-post liabilities are valued using methods and inputs that are not based upon observable market data. The principal assumptions relate to

anticipated gross win margins on unsettled bets. There are no reasonably probable changes to assumptions or inputs that would lead to material

changes in the fair value determined, although the final value will be determined by future sporting results.

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Notes to the consolidated

financial statements

for the year ended

31December 2025

Entain plc Annual Report 2025 223

26 Net debt

The components of the Group’s adjusted net debt are as follows:

	2025	2024
	£m	£m
Current assets
Cash and short-term deposits	554.1	588.9
Current liabilities
Interest-bearing loans and borrowings	(25.4)	(25.3)
Non-current liabilities
Interest-bearing loans and borrowings	(3,647.1)	(3,605.9)
Net debt	(3,118.4)	(3,042.3)
Cash held on behalf of customers	(197.0)	(196.6)
Fair value swaps held against debt instruments (derivative financial (liability)/asset )	(141.8)	66.8
Deposits	12.4	20.7
Balances held with payment service providers	120.3	136.8
Sub-total	(3,324.5)	(3,014.6)
Lease liabilities	(319.7)	(324.5)
Adjusted net debt including lease liabilities	(3,644.2)	(3,339.1)

Cash held on behalf of customers represents the outstanding balance due to customers in respect of their online gaming wallets.

27 Share capital

	Number of
	€0.01
	ordinary
	shares	Total	Total
		€m	£m
Authorised:
At 31 December 2024 and 31 December 2025	773,000,000	7.7	6.4
Issued and fully paid:
At 1 January 2024	638,799,891	6.4	5.2
Allotment of shares	–	–	–
Exercise of share options	507,119	–	–
At 31 December 2024	639,307,010	6.4	5.2
Exercise of share options 1	295,608	–	–
At 31 December 2025	639,602,618	6.4	5.2

1. Share options exercised in the year included 39,590 (2024: 43,416) exercised from an existing share issue within share options disclosures in Note 30.

The Company’s share capital consists entirely of ordinary shares, accordingly all shares rank pari passu in all respects.

See Note 30 for further information on terms and amounts of shares reserved for issue under options.

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Notes to the consolidated

financial statements

for the year ended

31December 2025

224 Entain plc Annual Report 2025

28 Notes to the statement of cash flows

28.1 Reconciliation of loss to net cash inflow from operating activities:

	2025	2024
	£m	£m
Net cash inflow from operations
Loss before tax	(556.8)	(357.4)
Net finance expense	362.8	107.3
Loss before tax and net finance expense	(194.0)	(250.1)
Adjustments for:
Impairment	586.8	457.4
Loss on disposal	3.8	–
Depreciation of property, plant and equipment	149.4	146.4
Amortisation of intangible assets	461.6	485.4
Share-based payments charge	12.1	13.3
Increase in trade and other receivables	(32.5)	(78.2)
Increase in other financial liabilities	67.2	50.7
(Decrease)/increase in trade and other payables	(143.8)	36.9
Increase in provisions	61.1	12.6
Share of results from joint venture and associate	(66.1)	114.2
Other	(1.2)	(12.4)
Cash generated from operations	904.4	976.2

28.2 Reconciliation of movements of liabilities to cash flows arising from financing activities:

				Derivative
	Other loans		Other	financial
	and	Lease	financial	(assets)/
	borrowings	liabilities	liabilities 1		Total
				liabilities
2025	£m	£m	£m	£m	£m
Balance at 1 January	3,631.2	324.5	1,689.7	(66.8)	5,578.6
Changes from financing cash flows
Proceeds from borrowings, net of issue costs	591.9	–	–	–	591.9
Repayments	(459.4)	–	(187.6)	–	(647.0)
Repayment of lease liabilities 2	–	(76.8)	–	–	(76.8)
Settlement of derivative financial instruments	–	–	–	(72.6)	(72.6)
Total changes from financing cash flows	132.5	(76.8)	(187.6)	(72.6)	(204.5)
Other changes
Interest expense/discount unwind	247.6	18.3	131.3	–	397.2
Interest paid 3	(232.0)	(18.3)	–	–	(250.3)
New lease liabilities	–	82.8	–	–	82.8
Finance costs (Note 6)⁴	7.4	–	–	–	7.4
Re-measurement adjustments and disposals	–	(12.4)	(64.1)	–	(76.5)
Change in fair value of derivative financial instruments	–	–	–	281.2	281.2
Total other changes	23.0	70.4	67.2	281.2	441.8
The effect of changes in foreign exchange	(114.2)	1.6	(25.4)	–	(138.0)
Balance at 31 December	3,672.5	319.7	1,543.9	141.8	5,677.9

1. Other financial liabilities includes deferred and contingent consideration.

2. In addition to the above, the Group received £0.8m (2024: £1.0m) in respect of lease receivables resulting in a net repayment of finance leases of £76.0m (2024: £67.0m).

3. In addition to the above, the Group received £12.8m (2024: £16.1m) of interest income resulting in a net finance expense paid of £237.5m (2024: £254.9m).

4. The above is stated net of £1.4m (2024: £nil) in respect of exceptional interest costs which are not related to borrowings.

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Notes to the consolidated

financial statements

for the year ended

31December 2025

Entain plc Annual Report 2025 225

28 Notes to the statement of cash flows (continued)

28.2 Reconciliation of movements of liabilities to cash flows arising from financing activities (continued)

				Derivative
	Other loans		Other	financial
	and	Lease	financial	(assets)/
	borrowings	liabilities	liabilities 1	liabilities	Total
2024	£m	£m	£m	£m	£m
Balance at 1 January	3,358.0	275.9	1,898.5	85.6	5,618.0
Changes from financing cash flows
Proceeds from borrowings, net of issue costs	591.7	–	–	–	591.7
Repayments	(315.9)	–	(101.3)	–	(417.2)
Repayment of lease liabilities 2	–	(68.0)	–	–	(68.0)
Settlement of derivative financial instruments	–	–	–	(37.5)	(37.5)
Total changes from financing cash flows	275.8	(68.0)	(101.3)	(37.5)	69.0
Other changes
Interest expense/discount unwind	264.6	15.7	141.1	–	421.4
Interest paid 3	(255.3)	(15.7)	–	–	(271.0)
New lease liabilities	–	132.4	–	–	132.4
Finance costs (Note 6)⁴	9.1	–	–	–	9.1
Re-measurement adjustments and disposals	–	(11.0)	(109.7)	–	(120.7)
Change in fair value of derivative financial instruments	–	–	–	(114.9)	(114.9)
Total other changes	18.4	121.4	31.4	(114.9)	56.3
The effect of changes in foreign exchange	(21.0)	(4.8)	(138.9)	–	(164.7)
Balance at 31 December	3,631.2	324.5	1,689.7	(66.8)	5,578.6

Non-cash movements include amounts acquired as a result of business combinations and the amortisation of issue costs incurred in respect

of debt instruments.

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103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

226 Entain plc Annual Report 2025

29 Retirement benefit schemes

Defined contribution schemes

During the year the Group charged £21.3m of contributions (2024: £20.3m) to the consolidated income statement in relation to the defined

contribution pension schemes.

Defined benefit plans

Judgement is applied, based on legal, actuarial, and accounting guidance in IFRIC 14, regarding the amounts of net pension asset that are

recognised in the consolidated balance sheet.

Following the buy-out of the Ladbrokes Pension Plan, the Group now only has one pension scheme, the Gala Coral Pension Plan, which is a final

salary pension plan for UK employees and closed to new employees and future accrual.

At retirement each member’s pension is related to their "career average earnings" for the Gala Coral Pension Plan. The weighted average duration of

the expected benefit payments from the plan is around 12 years (2024: 13 years).

The plan’s assets are held separately from those of the Group. The plan is approved by HMRC for tax purposes, and is managed by independent

Trustees. The plan is subject to UK regulations, which require the Group and Trustees to agree a funding strategy and contribution schedule at least

every three years. Under the current contribution schedule in place, the Group does not pay contributions to Gala Coral Pension Plan but is paying the

administrative costs.

There is a risk to the Group that adverse circumstances, such as a disconnect between changes in asset investment values and required funding

obligations, could lead to a requirement for the Group to make additional contributions to fund any deficit that arises. As at the date of signing the

financial statements no such event has arisen.

The result of the latest formal actuarial valuation at 30 June 2022 for the Gala Coral Pension Plan was rolled forward to prepare a preliminary 30

June 2025 actuarial valuation. The result of this was updated to 31 December 2025 by an independent qualified actuary in accordance with IAS 19

(Revised) Employee Benefits. The value of the defined benefit obligation and current service cost have been measured using the projected unit credit

method, as required by IAS 19 (Revised). Actuarial gains and losses are recognised immediately through other comprehensive income.

The amounts recognised in the balance sheet are as follows:

	2025	2024
	£m	£m
Present value of funded obligations	(231.6)	(235.6)
Fair value of plan assets	288.1	290.7
Net asset	56.5	55.1
Disclosed in the balance sheet as: Retirement benefit asset	56.5	55.1

The Group has considered the appropriate accounting treatment in respect of the pension plan surplus, considering the current agreement with the

Trustees, and concluded the recognition of the surplus is appropriate. Whilst the Trustees have discretionary rights over the use of any surplus, the

nature of the plan means that any surplus that exists once all liabilities have been settled will be returned to the Group.

The amounts recognised in the income statement are as follows:

	2025	2024
	£m	£m
Analysis of amounts charged to the income statement
Other administrative expenses	1.5	1.4
Net interest on net asset	(3.0)	(2.8)
Total credit recognised in the income statement	(1.5)	(1.4)

The actual return on plan assets including interest over the year was a £11.7m profit (2024: £19.5m loss).

The amounts recognised in the statement of comprehensive income are as follows:

	2025	2024
	£m	£m
Actual return on assets less interest on plan assets	(3.8)	(34.1)
Actuarial gains/(losses) on defined benefit obligation due to changes in demographic assumptions	0.2	(0.6)
Actuarial gains on defined benefit obligation due to changes in financial assumptions	8.5	27.0
Experience adjustments on benefit obligation	(5.0)	(0.4)
Actuarial losses recognised in the statement of comprehensive income	(0.1)	(8.1)

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167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

Entain plc Annual Report 2025 227

29 Retirement benefit schemes (continued)

Changes in the present value of the defined benefit obligation are as follows:

	2025	2024
	£m	£m
At 1 January	(235.6)	(262.6)
Interest on obligation	(12.5)	(11.8)
Actuarial gains/(losses) to changes in demographic assumptions	0.2	(0.6)
Actuarial gains to changes in financial assumptions	8.5	27.0
Experience adjustments on obligations	(5.0)	(0.4)
Benefits paid	12.8	12.8
At 31 December	(231.6)	(235.6)

Changes in the fair value of plan assets are as follows:

	2025	2024
	£m	£m
At 1 January	290.7	324.4
Interest on plan assets	15.5	14.6
Administrative expenses	(1.5)	(1.4)
Actual return less interest on plan assets	(3.8)	(34.1)
Benefits paid	(12.8)	(12.8)
At 31 December	288.1	290.7

The Group did not contribute to the plan in 2025 and does not expect to in 2026. The Group will however continue to meet the administrative

expenses of the Gala Coral Pension Plan scheme.

The major categories of plan assets as a percentage of total plan assets are as follows:

	2025	2024
	%	%
Equities	3.0	3.0
Diversified growth funds	5.0	5.0
Liability-driven investment	50.0	47.0
Corporate bonds	36.0	37.0
Private credit	5.0	7.0
Cash and cash equivalents	1.0	1.0
	100.0	100.0

At 31 December 2025, the plan assets were categorised as Level 1 of £2.2m (2024: £1.6m), Level 2 of £270.4m (2024: £268.1m) and as Level 3 of

£15.5m (2024: £21.0m). Definition of fair value level categories are set out in Note 25.

The plan does not invest directly in property occupied by the Group or in financial securities issued by the Group. Although, as the plan holds pooled

investment vehicles, there may at times be indirect employer-related investment. At 31 December 2025, there were £nil employer-related

investments (2024: £nil) in the plan’s total assets.

The investment strategy is set by the Trustees of the plans in consultation with the Group. For the Gala Coral Plan the current long-term strategy is to

invest in a low-risk matching bond portfolio with a relatively small investment in return seeking funds.

Principal actuarial assumptions at the balance sheet date (expressed as weighted averages where appropriate):

	2025	2024
	%	%
Discount rate	5.5	5.4
Price inflation (CPI)	1.9	2.2
Price inflation (RPI)	2.8	3.1
Future pension increases – LPI 5% (CPI)	2.7	3.0
– LPI 2.5% (CPI)	2.0	2.1

Post-retirement mortality assumed for most members is based on the standard SAPS mortality table with the CMI 2024 projections which considers

future improvements, adjusted to reflect plan-specific experience.

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Notes to the consolidated

financial statements

for the year ended

31December 2025

228 Entain plc Annual Report 2025

29 Retirement benefit schemes (continued)

The assumption used implies that the expected lifetime of members for the scheme is:

	2025	2024
Male aged 45 for year ended	87.3	87.0
Female aged 45 for year ended	89.5	89.6
Male aged 65 for year ended	86.0	85.8
Female aged 65 for year ended	88.1	88.2

Changes to the assumptions will impact the amounts recognised in the consolidated balance sheet and the consolidated statement of

comprehensive income in respect of the plan. For the significant assumptions, the following sensitivity analysis provides an indication of the impact

on the defined benefit obligation for the year ended 31 December 2025:

	2025	2024
	%	%
– 0.5% per annum decrease in the discount rate	6.2	6.5
– 0.5% per annum increase in price inflation	4.4	4.4
– One-year increase in life expectancy	3.2	3.3

These sensitivities have been calculated to show the movement in the defined benefit obligation in isolation, and assuming no other changes in

market conditions at the accounting date. This is unlikely in practice, for example, a change in discount rate is unlikely to occur without any movement

in the value of the assets held by the plan.

In June 2023, the High Court handed down a decision in the case of Virgin Media Limited v NTL Pension Trustees II Limited and others relating to the

validity of certain historical pension changes due to the lack of actuarial confirmation required by law. On 2 September 2025, the Government

published draft amendments to the Pensions Scheme Bill which would give affected pension schemes the ability to retrospectively obtain written

actuarial confirmation that historic benefit changes met the necessary standards. The draft legislation will need to be agreed by both Houses of

Parliament before it passes into law. The Company and pension scheme trustees’ advisors are reviewing the potential implications of the case for the

Gala Coral Pension Plan. The defined benefit obligation has been calculated on the basis of the pension benefits currently being administered, and at

this stage we do not consider it necessary to make any adjustments as a result of the Virgin Media case as the legislative solution has been proposed

but is not yet law and uncertainty remains.

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8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

Entain plc Annual Report 2025 229

30 Share-based payments

The following options to purchase €0.01 ordinary shares in the Group were granted, exercised, forfeited or existing at the year end:

				Cancelled or		Existing at 31	Exercisable at
		Existing at 1	Granted in	forfeited in	Exercised in	December	31 December	Vesting
Date of grant	Exercise price	January 2025	the year	the year	the year 2025		2025	criteria
16-Dec-2016	422p	339,338	–	–	–	339,338	339,338	Note a
28-Dec-2017	–	3,392	–	–	–	3,392	3,392	Note b
26-Mar-2019	–	20,405	–	–	–	20,405	20,405	Note c
10-Jun-2020	–	6,592	–	–	–	6,592	6,592	Note d
24-Mar-2021	–	10,082	–	(1,658)	–	8,424	8,424	Note e
4-May-2021	1,264p	316,000	–	(316,000)	–	–	–	Note f
18-Mar-2022	–	913,258	5,534	(757,281)	(161,511)	–	–	Note g
18-Mar-2022	–	95,463	3,432	(26,726)	(72,169)	–	–	Note h
26-Apr-2022	1,333p	357,361	–	(355,605)	(556)	1,200	1,200	Note f
28-Jun-2022	–	10,032	–	(7,062)	(2,970)	–	–	Note i
21-Mar-2023	–	74,699	–	–	–	74,699	–	Note h
25-Apr-2023	1,008p	666,475	–	(143,534)	(581)	522,360	–	Note f
4-May-2023	–	584,060	63	(58,838)	(1,849)	523,436	–	Note j
16-Jun-2023	–	1,082,288	–	(199,530)	–	882,758	–	Note j
11-Mar-2024	–	3,554,082	3,596	(338,900)	(56,882)	3,161,896	–	Note k
11-Mar-2024	–	39,346	–	–	–	39,346	–	Note h
25-Apr-2024	607p	1,752,602	–	(429,281)	(38,551)	1,284,770	–	Note f
10-Sep-2024	–	584,893	–	–	–	584,893	–	Note k
10-Mar-2025	–	–	4,150,916	(185,562)	–	3,965,354	–	Note l
10-Mar-2025	–	–	206,640	–	–	206,640	–	Note h
29-Apr-2025	460p	–	1,981,177	(181,686)	(129)	1,799,362	–	Note f
Total Schemes		10,410,368	6,351,358	(3,001,663)	(335,198)	13,424,865	379,351

Note a: 2016 Management Incentive Plan (“MIP”) – These equity settled awards were issued on completion of the acquisition of bwin.party. The options vest and became exercisable,

subject to the satisfaction of a performance condition, over 30 months, with one-ninth vesting six months after the date of grant and a further ninth vesting at each subsequent

quarter. The options lapse, if not exercised, on 2 February 2026. The performance condition is comparator total shareholder return (“TSR”) of the Group against the FTSE 250.

Each ninth of the shares will have its TSR condition reviewed from the date of grant until the relevant testing date. To the extent the TSR is not met at that time, it is tested again

the following quarter and, if necessary, at the end of the 30-month vesting period. In order to vest, the TSR of the Group must rank at median or above against the FTSE 250.

Note b: 2017 Long-Term Incentive Plan (“LTIP”) – These equity settled awards were awarded to certain Directors and employees and vest over a three-year period from the date of grant.

The number of awards to vest are conditional on both cumulative Earnings Per Share (“EPS”) exceeding 180 Euro cents, with a pro-rata increase in the amount vesting between

180 cents and 214 cents, and TSR performance conditions being met which are split with equal weighting.

Note c: 2019 LTIP – These equity settled awards were awarded to certain Directors and employees and vest over a three-year period from the date of grant. The number of awards that

vested was conditional on both cumulative three-year Earnings Per Share (“EPS”) exceeding 184p, with a pro-rata increase in the amount vesting between 184p and 214p, and

TSR performance conditions being met which are split with equal weighting.

Note d: 2020 LTIP – These equity settled awards were awarded to certain Directors and employees and vest over a three-year period from the date of grant. The number of awards to

vest are conditional on both cumulative three-year Earnings Per Share (“EPS”) exceeding 267p, with a pro-rata increase in the amount vesting between 267p and 295p, and

certain TSR performance conditions being met which are split with the weighting of one-third based on EPS and two-thirds relating to TSR conditions. There were also a number

of restricted share plan shares issued during 2020 against which service conditions apply.

Note e: 2021 LTIP – These equity settled awards were awarded to certain Directors and employees and vest over a three-year period from the date of grant. The number of awards to

vest are conditional on both cumulative three-year Earnings Per Share (“EPS”) exceeding 255p, with a pro-rata increase in the amount vesting between 255p and 296p, and

certain TSR performance conditions being met which are split with the weighting of one-third based on EPS and two-thirds relating to TSR conditions.

Note f: Employee ShareSave Plan – From 2021 onwards, the Group set up annual Employee ShareSave plans. Under these plans employees of the Group can subscribe up to a

maximum of £100 a month per plan to invest in share purchases at a price representing a discount of 20% from the share price at the commencement of the plan. The vesting

period is three years. The right to purchase shares will vest conditional upon continued employment at the end of the three years.

Note g: 2022 LTIP – These equity settled awards were awarded to certain Directors and employees and vest over a three-year period from the date of grant. The number of awards to

vest are conditional on certain TSR performance conditions being met.

Note h: Deferred Bonus Plan – 50% of the Executive Directors’ annual bonus is deferred into shares. These awards normally vest at the end of three years, subject to continued

employment or approval of good leaver treatment. Further details are provided in the Directors’ Remuneration Report.

Note i: 2022 Employee Free Share Plan – During 2022 the Group set up an Employee Free Share plan. Under this plan each employee of the Group has been granted 22 free shares for a

vesting period of two years. The shares will vest conditional upon continued employment at the end of the two years.

Note j: 2023 LTIP – These equity settled awards were awarded to certain Directors and employees and vest over a three-year period from the date of grant. The number of awards to

vest are conditional on certain TSR performance conditions being met.

Note k: 2024 LTIP – These equity settled awards were awarded to certain Directors and employees and vest over a three-year period from the date of grant. The number of awards to

vest are conditional on certain TSR performance conditions being met.

Note l: 2025 LTIP – These equity settled awards were awarded to certain Directors and employees and vest over a three-year period from the date of grant. The number of awards to

vest are conditional on certain TSR performance conditions being met.

The charge to share-based payments within the consolidated income statement in respect of these options in 2025 was £12.1m (2024: £13.3m)

which related entirely to equity settled options.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

230 Entain plc Annual Report 2025

30 Share-based payments (continued)

Weighted average exercise price of options

The number and weighted average exercise prices of share options are as follows:

	Weighted		Weighted
	average	Number	average	Number
	exercise price	of options	exercise price	of options
	31 December	31 December	31 December	31 December
	2025	2025	2024	2024
Outstanding at the beginning of the year	265p	10,410,368	356p	6,782,454
Granted during the year	144p	6,351,358	189p	6,372,623
Exercised during the year	74p	(335,198)	47p	(550,535)
Cancelled or forfeited in the year	454p	(3,001,663)	383p	(2,194,174)
Outstanding at the end of the year	170p	13,424,865	265p	10,410,368
Exercisable at the end of the year	382p	379,351	769p	705,841

The options outstanding at 31 December 2025 have a weighted average contractual life of 1.5 years (31 December 2024: 1.6 years).

Valuation of options

The fair value of services received in return for share options granted are measured by reference to the fair value of share options granted. The Group

engaged third-party valuation specialists to provide a fair value for the options.

All LTIP plans are valued using both a Black Scholes valuation model and Monte Carlo valuation for the cumulative EPS and TSR

conditions respectively.

Fair value of share options and assumptions:

							Exercisable at
	Share price at	Existing at				Existing at	Fair value at
	date of grant	Exercise price	Expected	Exercise	Expected	Risk-free rate	measurement
Date of grant	(£)	(£)	volatility %	multiple	dividend yield	%	date (£)
Dec-16	6.48	4.22	28%-30%	n/a	n/a	–	1.43-1.94
Dec-17	9.34	–	26.6%	n/a	n/a	0.40%	7.39-9.34
Mar-19	4.96	–	31.5%	n/a	n/a	0.70%	1.90-4.96
Jun-20	7.86	–	33.2%	n/a	n/a	0.30%	3.54-7.86
Mar-21	15.25	–	52.8%	n/a	2.0%	0.01%	10.03-11.3
May-21	16.46	12.64	51.3%	n/a	2.0%	0.02%	6.75
Mar-22	16.66	–	51.5%	n/a	1.2%	1.40%	10.77-12
Apr-22	14.74	13.33	50.1%	n/a	1.3%	1.60%	5.66
Jun-22	13.04	–	n/a	n/a	n/a	n/a	13.04
Mar-23	12.38	–	41.0%	n/a	1.7%	4.68%	5.48
Apr-23	14.39	10.08	41.3%	n/a	1.4%	3.59%	6.39
May-23	14.70	–	41.0%	n/a	1.7%	4.68%	5.48
Jun-23	12.21	–	41.0%	n/a	1.7%	4.68%	5.48
Mar-24	7.35	–	38.2%	n/a	2.6%	3.92%	3.04
Apr-24	8.09	6.07	38.9%	n/a	2.4%	4.25%	3.11
Jul-24	6.32	–	38.2%	n/a	2.6%	3.92%	3.04
Sept-24	6.79	–	38.2%	n/a	2.6%	3.92%	3.04
Mar-25	7.24	–	39.4%	n/a	3.1%	4.09%	3.21
Apr-25	6.28	4.60	39.2%	n/a	3.1%	3.78%	2.51

31 Commitments and contingencies

Greek Tax

In November 2021, the Athens Administrative Court of Appeal ruled in favour of the Group’s appeal against the tax assessments raised by the Greek

tax authorities in respect of alleged unpaid taxes and penalties for the years 2010 and 2011. In February 2022, the Greek tax authorities appealed

against the judgements to the Greek Supreme Administrative Court. While the Group expects to be successful in defending the appeals by the Greek

tax authorities, should the Greek Supreme Administrative Court rule in favour of the Greek tax authorities, then the Group could become liable for the

full 2010 and 2011 assessments plus interest, an estimated total of €316m at 31 December 2025.

The appeals were due to be heard before the Greek Supreme Administrative Court at various dates in 2024 and 2025 but has been deferred to

18th March 2026 and 22nd April 2026. A deferral of such matters is not unusual in Greece and the underlying fact pattern of the case has not

changed since the prior year.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

Entain plc Annual Report 2025 231

31 Commitments and contingencies (continued)

Shareholder Litigation

On 30 November 2024 and 2 December 2024, Entain plc was served with two claims brought by two groups of shareholders which arise from the

circumstances and disclosures relating to GVC’s legacy Turkish-facing business and the investigation by HMRC into those operations. The

investigation was concluded upon the entry by Entain plc into a Deferred Prosecution Agreement with the UK Crown Prosecution Service on

5 December 2023.

In 2025, three additional groups of shareholders brought three further substantial claims against Entain plc in the English High Court and one

additional group of shareholders has issued a substantial claim but has not yet served it on Entain plc. All these claims appear to arise from the same

circumstances and disclosures as outlined above. Further work is being performed to assess the total value of these claims. An initial case

management hearing is scheduled for June 2026.

Consistent with any claims of this nature, there is inherent uncertainty in the final outcome which could be material. It is possible, but not probable that

the claims will result in an economic outflow and given the early stage of the proceedings, together with the uncertainty, no provision has been made.

Player Claims

Germany

As with other operators in the industry, companies in the Group face claims initiated in Germany by German customers for a period relating to before

the Group held a German local gambling licence. In brief, the claimants seek the return of their gambling losses alleging that the relevant underlying

contracts between the claimant and the applicable Group companies are not enforceable due to the companies not holding a local gambling licence

at the relevant time. The Group’s position is that it held Gibraltarian and Maltese licences at the relevant time that entitled it to offer its services into

Germany in compliance with EU law. In addition, certain German Courts have established that the contracts are enforceable.

The Directors have assessed each claim in detail and believe that a certain portion of these claims are expected to be settled out of court. As of 31

December 2025 a provision of €15m has been made in respect of these.

In addition, there are other outstanding claims made against the group of €105m. The majority of these claims are currently stayed pending a

decision of the European Court of Justice (“ECJ”). An opinion from the Advocate General is expected in March 2026.

As at the reporting date, having regard to the current status of the proceedings and based on legal advice received, the Directors do not consider that

the portion of claims which have not been provided for give rise to a probable outflow of economic benefits. Accordingly, no provision has been

recognised in respect of these. While the Group has assessed the claims received to date, the inherent uncertain nature of such matters means that

additional claims may be received in the future. Consistent with claims of this nature, there can be uncertainty surrounding the final outcome.

Austria

As with other operators in the industry, companies in the Group face claims initiated in Austria by Austrian customers. In brief, the claimants seek the

return of their casino and poker losses, alleging that the relevant underlying contracts between the claimant and the applicable Group companies are

not enforceable because the companies do not hold a local gambling licence. The Group’s position is that it holds a Maltese licence that entitles it to

offer its services into Austria and that it is compliant with EU law. The Group’s approach is to manage the claims against it as efficiently as possible,

including entering into settlements where appropriate. The cost of these settlements and outstanding claims are not material to the Group.

BetMGM loan guarantee

BetMGM, the Group’s joint venture, took out a $150m revolving credit facility in December 2024. It was secured and undrawn as at 31 December

2025. 50% of this facility is guaranteed by Entain Group. The likelihood of this being called upon is considered remote.

Kentucky

Entain plc acquired Deis Ltd and its wholly-owned subsidiary, Avid International Limited (“Avid”) on 7 February 2022. At that time of acquisition, Avid

owned the sports betting brand (“Sports Interaction”), which it had acquired from S.I.A. Limited (“SIA”) on 1 November 2015.

In 2010, the Commonwealth of Kentucky (“KY”) in the US sued certain gambling businesses alleging that such businesses were offering online

gaming unlawfully to residents in Kentucky. It is alleged that S.I.A Limited operated in Kentucky without a gaming licence throughout the period from

2008-2012. SIA has been named in a civil lawsuit since 2014. Avid was then acquired by Entain in 2022. Given that Entain is the current owner of

Avid, KY is seeking to pursue a successor liability claim on Entain amounting to $114m. Based on legal advice, the Group does not believe this claim

is valid and hence does not believe any outflow is probable.

General Liability

The Group is subject to various legal, regulatory and other proceedings and claims that arise in the normal course of business. These include, but are

not limited to, claims arising from contractual arrangements, tax matters, consumer claims, employment-related issues and regulatory compliance.

Provisions are recognised where the Directors consider that it is probable that an outflow of economic benefits will be required to settle an obligation

and where a reliable estimate can be made. Unless outflow is considered remote, in cases where no provision is recognised, the matter is treated as

a contingent liability in accordance with IAS 37.

While it is not possible to predict the final outcome of all such matters, the Directors, having taken appropriate legal and professional advice, do not

currently expect that the resolution of these matters will have a material adverse effect on the Group’s financial position, results or cash flows.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

232 Entain plc Annual Report 2025

32 Related party disclosures

Other than its associates and joint venture, the related parties of the Group are the Executive Directors, Non-Executive Directors and members of the

Executive Committee of the Group.

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in

this note. Transactions between the Group and its associates and joint venture and other related parties are disclosed below.

During the year, Group companies entered into the following transactions with related parties who are not members of the Group:

	2025	2024
	£m	£m
Equity investment
– Joint venture 1	–	19.8
Dividend income
– Joint venture 2	(102.2)	–
Sundry expenditure
– Associates 3	(51.8)	(50.7)
– Joint venture 4	(10.0)	(10.8)
Sundry income
– Joint venture 4	214.2	17.3

1. Equity investment in BetMGM.

2. Dividend income received from BetMGM.

3. Payments in the normal course of business made to Sports Information Services (Holdings) Limited, Asia Gaming Technologies Limited and Professional Gaming Services SRL.

4. Payments and receipts in the normal course of business made to BetMGM and Premier Greyhound Racing Limited.

Details of related party outstanding balances

	2025	2024
	£m	£m
Other amounts outstanding
– Joint venture receivables	66.8	89.6
– Joint venture payables	(0.7)	(10.8)
– Associates payables	(1.1)	(0.4)

Terms and conditions of transactions with related parties

Sales to, and purchases from, related parties are made at market prices and in the ordinary course of business. Outstanding balances at

31 December 2025 are unsecured and settlement occurs in cash. For the year ended 31 December 2025, the Group has not raised any provision

(2024: £nil) for doubtful debts relating to amounts owed by related parties as the payment history has been good. This assessment is undertaken

each financial year through examining the financial position of the related party and the market in which the related party operates.

Transactions with Directors and key management personnel of the Group

For details of Directors’ remuneration please refer to the Directors’ remuneration table included on pages 147 to 149 of this report.

The remuneration of key management personnel is set out below in aggregate for each of the categories specified in IAS 24 Related Party

Disclosures. Key management personnel comprise Executive Directors and members of the Executive Committee. Further information about the

remuneration of individual Directors is provided in the Directors’ Remuneration Report.

	2025	2024
	£m	£m
Short-term employee benefits	12.3	10.2
Pension-related costs	0.4	0.2
Share-based payments	7.0	5.2
Total compensation paid to key management personnel	19.7	15.6

The consolidated financial statements include the financial statements of Entain plc and its subsidiaries. The companies listed below are those which

were part of the Group at 31 December and therefore the results, cash flows and balance sheets of all subsidiaries listed are consolidated into the

Group financial statements, furthermore the results of joint ventures and associates are accounted for in accordance with the policy set out in Note 4.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

Entain plc Annual Report 2025 233

32 Related party disclosures (continued)

Subsidiaries based in the United Kingdom

				% equity interest
Registered address	Company		2025	2024
7th Floor, One Stratford Place, Westfield Stratford City,	365	Scores UK Limited	100.0	100.0
Montfichet Road, London, United Kingdom, E20 1EJ		5
	Arthur Prince (Turf Accountants) Limited		100.0	100.0
	Bartletts Limited 5		100.0	100.0
	Birchgree Limited 4		100.0	100.0
	Bloxhams Bookmakers Limited 5		100.0	100.0
	Brickagent Limited 5		100.0	100.0
	ASF Limited 4		100.0	100.0
	CE Acquisition 1 Limited 4		100.0	100.0
	Chas Kendall (Turf Accountant) Limited 5		100.0	100.0
	Choicebet Limited 5		100.0	100.0
	C L Jennings (1995) Limited 5		100.0	100.0
	Competition Management Services Co. Limited 5		97.5	97.5
	Coral (Holdings) Limited 4		100.0	100.0
	Coral (Stoke) Limited 5		100.0	100.0
	Coral Estates Limited		100.0	100.0
	Coral Eurobet Limited		100.0	100.0
	Coral Eurobet Holdings Limited 4		100.0	100.0
	Coral Group Limited 4		100.0	100.0
	Coral Group Trading Limited 4		100.0	100.0
	Coral Limited 4		100.0	100.0
	Coral Racing Limited		100.0	100.0
	Coral Stadia Limited 4		100.0	100.0
	E.F. Politt & Son Limited 5		–	100.0
	Electraworks Maple Limited 3		100.0	100.0
	Entain Holdings (UK) Limited 1,2,4		100.0	100.0
	Entain Marketing (UK) Limited 2,4		100.0	100.0
	Entain Services Limited 5		100.0	100.0
	Entain Wave Limited 4,5		100.0	100.0
	Gable House Estates Limited 5		100.0	100.0
	Ganton House Investments Limited		100.0	100.0
	Greatmark Limited		100.0	100.0
	Hillford Estates Limited 5		75.0	75.0
	Hindwain Limited 5		100.0	100.0
	Impala Digital Limited 4		100.0	100.0
	Interactive Sports Limited 5		–	100.0
	J. Ward Hill & Company 5		100.0	100.0
	Jack Brown (Bookmaker) Limited 5		100.0	100.0
	Jerusalem Development (Mamilla) Co. Limited 5		100.0	100.0
	Jerusalem Development Corporation (Holdings) Limited 4,5		100.0	100.0
	Joe Jennings Limited 5		100.0	100.0
	Krullind Limited 5		100.0	100.0
	Ladbroke & Co., Limited 5		100.0	100.0
	Ladbroke (Rentals) Limited 5		100.0	100.0

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

234 Entain plc Annual Report 2025

32 Related party disclosures (continued)

			% equity interest
Registered address	Company	2025	2024
	Ladbroke City & County Land Company Limited 5	100.0	100.0
	Ladbroke Dormant Holding Company Limited 4,5	100.0	100.0
	Ladbroke Entertainments Limited	100.0	100.0
	Ladbroke Group 4	100.0	100.0
	Ladbroke Group Homes Limited 5	100.0	100.0
	Ladbroke Group Properties Limited 4,5	100.0	100.0
	Ladbroke Land Limited 5	100.0	100.0
	Ladbroke US Investments Limited 4	100.0	100.0
	Ladbrokes Betting & Gaming Limited 2,3,4	100.0	100.0
	Ladbrokes Coral Corporate Director Limited 5	100.0	100.0
	Ladbrokes Coral Corporate Secretaries Limited 5	100.0	100.0
	Ladbrokes Coral Group Life Benefits Trustee Limited 5	100.0	100.0
	Ladbrokes Coral Group Limited 2,4	100.0	100.0
	Ladbrokes Coral Group Pension Trustee Limited 5	100.0	100.0
	Ladbrokes E-Gaming Limited 5	100.0	100.0
	Ladbrokes Group Finance plc 2	100.0	100.0
	Ladbrokes Investments Holdings Limited 4	100.0	100.0
	Ladbrokes IT & Shared Services Limited 5	100.0	100.0
	Ladbrokes Trustee Company Limited 5	100.0	100.0
	Lightworld Limited 4,5	100.0	100.0
	London & Leeds Estates Limited 5	100.0	100.0
	Margolis and Ridley Limited 5	100.0	100.0
	New Angel Court Limited 5	–	100.0
	Reg. Boyle Limited	100.0	100.0
	Reuben Page Limited 5	100.0	100.0
	Romford Stadium Limited	100.0	100.0
	Rousset Capital Limited 5	–	100.0
	Sponsio Limited 5	100.0	100.0
	Sporting Odds Limited 2,3	100.0	100.0
	Sportingbet (IT Services) Limited 5	100.0	100.0
	Sportingbet (Management Services) Limited 5	100.0	100.0
	Sportingbet Holdings Limited 4	100.0	100.0
	Sportingbet Limited 4	100.0	100.0
	Sports (Bookmakers) Limited 5	100.0	100.0
	Techno Land Improvements Limited 5	100.0	100.0
	Town and County Factors Limited	100.0	100.0
	Vegas Betting Limited 5	100.0	100.0
	Ventmear Limited 4	100.0	100.0
	Vernon Sports Data 5	100.0	100.0
1 Bartholomew Lane, London, United Kingdom EC2N 2AX	Techno Limited	5.0	84.0
77A Andersonstown Road, Belfast, United Kingdom	Ladbrokes (Northern Ireland) (Holdings) Limited 4	100.0	100.0
BT11 9AH	5
	Ladbrokes (Northern Ireland) Limited	100.0	100.0
	North West Bookmakers Limited 2,3	100.0	100.0

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

Entain plc Annual Report 2025 235

32 Related party disclosures (continued)

Subsidiaries based overseas

					% equity interest
Registered address		Company		2025	2024
East Tower, Level 2, 25 Montpelier Road, Bowen Hills, QLD 4006,	Australia	Ennovate Investments Pty Limited 4		100.0	100.0
		Ennovate Labs Pty Limited		100.0	100.0
		Entain Group Pty Limited 2,3,4		100.0	100.0
		Gaming Investments Pty Limited 4		100.0	100.0
		Ladbrokes Racing Club Pty Limited		100.0	100.0
		LB Australia Holdings Pty Limited 4		100.0	100.0
		Neds International Pty Limited 4		100.0	100.0
		Neds.com.au Pty Limited		100.0	100.0
17 Atlantic Dr, Keysborough, VIC 3173, Australia		Full House Group Pty Limited 3,4		100.0	100.0
		Full House Group Unit Trust		100.0	–
2 Kosmala Close, Newington, NSW 2127, Australia		Innquizitive Pty Limited		100.0	100.0
Suite 902, Level 9, 146 Arthur Street, North Sydney, NSW 2060,	Australia	Angstrom Sports Australia Pty Ltd		100.0	100.0
Marxergasse 1b, 1030 Vienna, Austria		Entain Services Austria GmbH 2		100.0	100.0
Chaussée de Wavre 1100 Box 3, 1160		Ladbroke Belgium SA 4		100.0	100.0
Auderghem, Belgium		Pari Mutuel Management Services S.A.		100.0	100.0
		N.V. Derby S.A. 2,3,4		100.0	100.0
		Redsports.be SRL/BV		100.0	100.0
		Tiercé Ladbroke S.A. 3		100.0	100.0
		Tilt SRL/BV		100.0	100.0
Alameda Rio Negro 111 1030, Andar 2 Conj 206 Torre		365	Scores Midia Ltda	100.0	100.0
Stadium Corpor, Alphaville Industrial Barueri; Sao Paulo, 06454911, Avenida Brigadeiro Faria Lima 4055, Andar 3 Sala	Brazil	Ventmear Brasil S.A. 2,3		100.0	100.0
03-115, Itaim Bibi, Sao Paulo 04538-133, Brazil
Belmont Chambers, Road Town, Tortola, British Virgin Islands		Creative Trend Limited		–	100.0
		CTL Holdings International Limited		–	100.0
		SRL Holdings International Limited		–	100.0
		Sunrise Resources Limited		–	100.0
Jayla Place, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands		Westman Holdings Limited 5		100.0	100.0
55 Nikola Vaptsarov Blvd, Office Park Expo 2000, Building Phase 4, Floor 3, Lozenets Area, Sofia 1407, Bulgaria		Entain Services (Bulgaria) EOOD 2		100.0	100.0
1565	Carling Avenue, Suite 400, Ottawa, Ontario	Entain Operations Canada Limited		100.0	100.0
K1Z 8R1, Canada
100-2006 Old Malone Road, Kahnawake, Quebec		Kahnawake Management Services Inc		100.0	100.0
J0L1B0, Canada
1500	Royal Centre, 1055 West Georgia Street,	Angstrom Sports Canada Inc.		100.0	100.0
Vancouver, BC V6E 4N7, Canada
5B, First Floor, St Anne’s House, Victoria Street, Alderney, Interactive Sports (C.I.) Limited 4				100.0	100.0
GY9 3UF, Channel Islands

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

236 Entain plc Annual Report 2025

32 Related party disclosures (continued)

				% equity interest
Registered address	Company		2025	2024
Quay House, South Esplanade St, Peter Port, Guernsey, GY1 4EJ, PO Box 132, Channel Islands	Longfrie Limited 5		–	100.0
1st Floor, Liberation House, Castle Street, St. Helier, JE1 1GL, Jersey, Channel Islands	Ladbroke (Channel Islands) Limited 3	5	100.0	100.0
	Maple Court Investments (Jersey) Limited		100.0	100.0
Block 3, The Forum, Grenville Street, St. Helier JE2 4UF, Jersey	Avid International Limited		100.0	100.0
13/F, Gloucester Tower, The Landmark, 15 Queen’s	GVC Technology Consulting (Asia) Co Limited		100.0	100.0
Road, Central Hong Kong, China
69 Jervois St, Jervois Street, Hong Kong, China	365	Scores Limited	100.0	–
CR 15 # 106 32 Of P H 3, BOGOTA D.C., Colombia	Bwin Latam S.A.S. 3		100.0	100.0
Krcka Ulica 18d 10000, Zagreb, Croatia	Emma Gamma Adriatic d.o.o. 4		67.5	67.5
	Puni Broj d.o.o.		67.5	67.5
	SuperSport d.o.o. 2,3,4		67.5	67.5
	SuperSport marketing d.o.o.		67.5	67.5
Ulica Josipa Marohnića 1/1, Zagreb, Croatia	minus5 d.o.o		68.0	75.0
Emancipatie Boulevard Dominico F. “Don” Martina 29, Curaçao	GVC Services B.V. 5		100.0	100.0
Heelsumstraat 51, E-Commerce Park, Curaçao, P.O. Box 422	Best Global N.V. 5		100.0	100.0
Kaya Richard J. Beaujon Z/N, Landhuls Joonchi II, Curaçao, PO Box 6248	Elec Games N.V. 5		–	100.0
15 Agion Omologiton, Nicosia, 1080, Cyprus	Bellingrath Enterprises Limited 4		100.0	100.0
Na Zatorka, 672/24, Bubeneÿ, Prague, 18600, Czech Republic	Sporticon Development s.r.o.		67.5	67.5
Karolinská 650/1, Kralín, Prague, 18600, Czech Republic	Betsys, s.r.o. 4		67.5	67.5
Fruebjergvej 3, Copenhagen, 2100, Denmark	Interactive Sports (Denmark) ApS		100.0	100.0
Lootsa tn 1°, Lasnamae Linnaosa, 11415, Estonia	Ninja Global OU 2,3		100.0	100.0
	Optiwin OU 3		100.0	100.0
	Enlabs Nordics OU 3		100.0	–
Unioninkatu 24, Helsinki, 00130, Finland	Finnplay Technologies Oy		100.0	100.0
19 Boulevard Malesherbes, 75008, Paris, France	B.E.S. S.A.S. 3		100.0	100.0
Linden Palais, Unter den Linden 40, 10117, Berlin, Germany	Entain (Germany) GmbH		100.0	100.0
Apt. 48, N19, Vake District, Kavtaradze Str., Tbilisi, Georgia	Entain Georgia LLC 4		100.0	100.0
Vake District, Kavtaradze Str., No 5, Entrance 2, Floor 2, Office Space No 2, Tbilisi, Georgia	MARS LLC 2,3		100.0	100.0

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

Entain plc Annual Report 2025 237

32 Related party disclosures (continued)

				% equity interest
Registered address	Company		2025	2024
Suite 6, Atlantic Suites, Europort Avenue, Gibraltar	Balltree (International) Limited		100.0	–
	Bingo Marketing Limited 5		–	100.0
	bwin.party holdings Limited 4		100.0	100.0
	bwin.party services (Gibraltar) Limited 5		–	100.0
	Coral Interactive (Gibraltar) Limited 5		–	100.0
	ElectraGames Limited 4		100.0	100.0
	ElectraWorks Limited 2,3,4		100.0	100.0
	Gala Coral Interactive (Gibraltar) Limited 4,5		100.0	100.0
	Gala Interactive (Gibraltar) Limited 5		100.0	100.0
	Greyjoy Limited		100.0	100.0
	Entain Corporate Services Limited 2		100.0	100.0
	Entain Holdings (Gibraltar) Limited 1,2,4		100.0	100.0
	Entain Operations Limited 2,3,4		100.0	100.0
	Entain Trustees Limited		100.0	100.0
	Fusionex Limited		100.0	100.0
	IGM Domain Name Services Limited		100.0	100.0
	ISG (Gibraltar) Limited 5		–	100.0
	LC International Limited 2,3,4		100.0	100.0
	PartyGaming IA Limited 5		–	100.0
7th Floor, Madison building, Midtown, Queensway, GX11 1AA, Gibraltar	The Entain Foundation		100.0	100.0
	Messene Enterprises Limited		100.0	100.0
1st Floor Otter House, Naas Road, Dublin 22, Ireland	Avid Ecom Solutions Limited		100.0	100.0
	Avid Studios Limited		100.0	100.0
	Ladbroke (Ireland) Limited 2,3		100.0	100.0
3 Dublin Landings, North Wall Quay, D01 C4EO, Ireland	Fort Anne Limited 1,5		100.0	100.0
	M.L.B. Limited		100.0	100.0
5th Floor, Divyasree Omega Block – B, Hitec City Road, Kondapur, Hyderabad, Andhra Pradesh, 500081, India	Entain Comptech Private Limited 4	2	100.0	100.0
	Entain Software Development Services Private Limited		100.0	100.0
	IVY Foundation Limited		100.0	100.0
	Entain Mobitech Services Private Limited		100.0	100.0
	Entain Global Shared Services Private Limited 2		100.0	100.0
32 Athol Street, Douglas, IM1 1JB, Isle of Man	Entain (IOM) Limited 1,4		100.0	100.0
Menachem Begin Road 152, Tel Aviv – Jaffa, Israel	Gala Interactive (Services) Limited		100.0	100.0
	GVC Impala R&D Limited		100.0	100.0
	Ladbrokes Israel Limited		100.0	–
2 Nahalat Yitchak, Tel-Aviv Yaffo, 6744801, Israel	365	Scores Limited 4	100.0	100.0
Via Lungotevere Arnaldo da Brescia 12, 00196 Rome, Italy	Entain Holding S.R.L. 4		2,3	100.0	100.0
	Entain Italia S.R.L.		100.0	100.0
ALN House Eldama Ravine Close, Off Eldama Ravine	Wave Operations (Kenya) Limited 4		100.0	100.0
Road, Westlands, Nairobi, PO Box 200, Kenya	Wave Online (Kenya) Limited		100.0	100.0
Setekles iela, Riga LV-1050, Latvia	SIA Klondaika 2,3,4		100.0	100.0
	SIA Klondaika Café		100.0	100.0
	SIA Laimz 3		100.0	100.0
	SIA Optibet 2,3,4		100.0	100.0

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

238 Entain plc Annual Report 2025

32 Related party disclosures (continued)

				% equity interest
Registered address		Company	2025	2024
Orsos g. 4-101, Vilnius, Lithuania		UAB Baltic Bet 3	100.0	100.0
		UAB Party Casino 3	100.0	100.0
Unit 6 ST Business Centre, 120 The Strand,		bwin (Deutschland) Limited 2,3	100.0	100.0
Gzira GZR 1027, Malta		2,3
		bwin.gr Limited	100.0	100.0
		bwin Holdings (Malta) Limited 1,2,4	100.0	100.0
		bwin.party services (Malta) Limited	100.0	100.0
		Online-Wetten (Austria) Limited	100.0	100.0
		Deis Limited 4	100.0	100.0
		ElectraWorks (France) Limited 4	100.0	100.0
		ElectraWorks (Kiel) Limited	100.0	100.0
		ElectraWorks (Svenska) Limited	100.0	100.0
		ElectraWorks Europe Ltd 2,3	100.0	100.0
		Entain Holdings (Malta) Limited 5	100.0	100.0
		Entertainment Technologies Group Limited 4	100.0	100.0
		Gaming VC Corporation Limited 5	100.0	100.0
		Ladbrokes (Deutschland) Limited 3	100.0	100.0
		Martingale Europe Limited 3	100.0	100.0
		Martingale Malta 2 Limited	100.0	100.0
		Sportingbet (Deutschland) Limited 3	100.0	100.0
		Scandic Bookmakers Limited 5	100.0	100.0
		Spread Your Wings Bravo Limited	100.0	100.0
		STS Gaming Group Limited	67.5	67.5
		STS.Bet Limited	67.5	67.5
		Entain (Romania) Limited 1	100.0	100.0
		VistaBet Limited 2,3	100.0	100.0
120	The Strand, Unit 6, Trig Ix-Xatt, Gzira GZR 1027,	BestBet Limited 3,4	100.0	100.0
Malta		3
		Elec Games C1 Limited	100.0	100.0
		Elec Games Holding Limited 4	100.0	100.0
		Elec Games Limited	100.0	100.0
		Evora International Limited	100.0	100.0
		Future Domain Lead Generation Limited	100.0	100.0
		Future Lead Generation Limited 4	100.0	100.0
		Lifland Holdings Limited 4	100.0	100.0
		Ninja Global Limited 3	100.0	100.0
		Entain Holdings (CEE) Limited 4	67.5	67.5
		West African Gaming Limited 4,5	100.0	100.0
San Francisco 1005, Dolonia Del Valle,		Bwin Operations Mexico, S.A. de C.V.isr 5	100.0	100.0
Alcaldía Benito Juárez, Mexico City, C.P. 03100, Mexico		3
		Entain Mexico, S.A. de C.V.	100.0	100.0
Johan Cruijff Boulevard 61, Amsterdam, 1101DL, Netherlands		Entain Holdings (Netherlands) B.V. 4	100.0	100.0

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

Entain plc Annual Report 2025 239

32 Related party disclosures (continued)

				% equity interest
Registered address		Company	2025	2024
Keurenplein 4, Unit D1442, 1069CD, Amsterdam, Netherlands		Betent B.V. 2,3	100.0	100.0
106-110 Jackson Street, Petone, Lower Hutt, 5012, New Zealand		Entain New Zealand Limited 2,3	100.0	100.0
Floor 6 Exchange Place, 5 Willeston Street, Wellington		TIIDAL GAMING NZ LIMITED	100.0	100.0
Central, Wellington, 6011, New Zealand
Level 10, Asteron Centre, 55 Featherston Street, Pipitea		Playvia Gaming (NZ) Limited	100.0	–
Wellington, 601, New Zealand
6F Tower 3 Double Dragon Plaza, EDSA Ext. cor.		InteractiveSports Asia Limited Inc.	100.0	100.0
Macapagal Avenue, Pasay City, Philippines		2
		NCH Customer Support Services, Inc	100.0	100.0
Porcelanowa 8, 40-246 Katowice, Poland		BetSys Poland Sp. Z.o.o.	67.5	67.5
		STS S.A. 2,3,4	67.5	67.5
UI. Taneczna 18A, 02-829 Warsaw, Poland		bwin Poland S.A.	100.0	100.0
Praceta António Gedeão, 1 B, Paiões, 2635 – 002 Sintra, Infield – Servicos de Consultoria Marketing Unipessoal			100.0	100.0
Portugal		LDA.
Avenida D João II, Lote 1.07.2.1, 5ºA, Parque das Nações, Gobet – Entretenimento SA 3			100.0	100.0
1990-096 Lisbon, Portugal		Entain Operations Portugal SA	100.0	100.0
1 Harbourfront Avenue, Keppel Bay Tower, 14-03/07, 098632,	Singapore	Florent Pte Limited 5	–	100.0
Calle Amador de los Ríos n°1, 6 planta, 28010 Madrid, Spain		bwin Interactive Marketing Espana S.L.	100.0	100.0
Calle Josep Plá, número 2, planta 5ªD, Edificio Torre		Entain Services Iberia S.L 4	100.0	100.0
Diagonal Litoral, 08019, Barcelona, Spain
Calle Real Numero 74, 51001 Ceuta, Spain		Electraworks (Ceuta) S.A. 2,3	100.0	100.0
CL Conde de Aranda 20, 28001 Madrid, Spain		Sportingbet Spain S.A. 5	100.0	100.0
San Justo Desvern, calle de la Constitución 1, 5º planta, local 3, 08960,	Barcelona, Spain	Atlantic Version 2014 SLU 5	100.0	100.0
Suite 4 Constantia House, Steenbert Office Park, Constantia, 7800, South Africa		SBT Software Operations (SA) (Pty)	100.0	100.0
24A 18th Street, Menlo Park, Pretoria,	0081,	South Africa Ladbrokes (SA) (Pty) Limited	100.0	100.0
Office 519, Spaces, Dock Road Junction, Corner of Stanley & Dock Road, Waterfront, Cape Town, 8001, South Africa		Wave SA (Pty) Limited	85.0	85.0
Stora Gatan 46, Sigtuna Kommun, 19330, Sweden		Enlabs AB 4	100.0	100.0
		Entraction AB 4	100.0	100.0
		Score24 AB 3	100.0	100.0
c/o The Corporation Trust Company, 1209 Orange Street, GVC Finance LLC 1			100.0	100.0
Country of New Castle, Wilmington DE 19891,		4
United States		GVC Holdings (USA) Inc	100.0	100.0
		Ladbrokes Holdco, Inc. 4	100.0	100.0
7251	Amigo Street, Suite 100, Las Vegas, NV 89119,	Stadium Technology Group, LLC	100.0	100.0
United States
1013	Centre Road, Suite 403-B, Wilmington, DE 19805,	Angstrom Sports Inc	100.0	100.0
United Estates
4445	Corporation Ln Ste 264, Virginia Beach,	Angstrom Sports Virginia LLC	100.0	100.0
VA 23462-3262, United States
Five Greentree Centre, 525 Route 72 North, STE 104, Marlton, New Jersey 08053, United States		Angstrom Sports NJ LLC	100.0	100.0

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

240 Entain plc Annual Report 2025

32 Related party disclosures (continued)

				% equity interest
Registered address		Company	2025	2024
701	S.Carson Street, Suite 200, Carson City, NV 90801,	bwin.party (USA) Inc 2,4	100.0	100.0
United States		bwin.party entertainment (NJ) LLC	100.0	100.0
		bwin.party services (NJ) Inc	100.0	100.0
		Ladbrokes Subco LLC 4	100.0	100.0
c/o Saiber LLC, 18 Columbia Turnpike, Suite 200, Florham Park, New Jersey, United States		The Entain Foundation US, Inc	100.0	100.0
2 Mykoly Solovtsova St, Office 38/1, 01014 Kyiv, Ukraine Entain (Ukraine) LLC 5			100.0	100.0
Office 13, 39 Dzhona Makkeina, Steer 01042 Kyiv, Ukraine		LLC Bwin 5	100.0	100.0
Dr Luis Bonavita, 1294, Torre 2 WTC Free Zone, Oficina		Gomifer S.A.	100.0	100.0
631, Montevideo, Uruguay
34972	Longacres, Lusaka, Lusaka Province, Zambia	Wave Digital Zambia Limited	100.0	100.0

1. Company that is directly owned by Entain plc.

2. Company that forms part of the Group as at 31 December 2025 and which, principally affected the Group’s reported results for the year.

3. Trading entity engaged in activity associated with betting and gaming.

4. Holding company.

5. Dormant company .

Joint ventures

			% equity interest
Registered address	Company	2025	2024
Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware 19808, United States	BetMGM, LLC	50.0	50.0
4th Floor, Millbank Tower, 21-24 Millbank, London, United Kingdom, SW1P 4QP	Premier Greyhound Racing Limited	50.0	50.0

Associates

			% equity interest
Country of incorporation	Company	2025	2024
China	Asia Gaming Technologies (Beijing) Co., Ltd 1	49.0	49.0
	Asia Gaming Technologies Limited	49.0	49.0
Belgium	Gran Casino de Dinant SA	20.0	20.0
	Infiniti Casino Oostende NV	20.0	20.0
	Leaderbet NV	20.0	20.0
	Professional Gaming Services SRL/BV	19.0	19.0
United Kingdom	Draw & Code Limited	–	41.6
	Games For Good Causes PLC	36.3	36.3
	Sports Information Services (Holdings) Limited	23.4	23.4

1. Subsidiary of Asia Gaming Technologies Limited.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

Entain plc Annual Report 2025 241

33 Non-controlling interests

The principal non-controlling interests at 31 December 2025 held investments in Entain Holdings (CEE) Limited (32.5%).

The total assets relating to subsidiaries with a non-controlling interest were £1,468.7m (2024: £1,667.0m) of which there were related liabilities of

£157.8m (2024: £219.7m).

The loss attributable to non-controlling interests was £13.8m (2024: loss of £8.3m).

The balance attributable to non-controlling interest is disclosed in the table below:

	Total
	£m
At 1 January 2024	524.7
Profit attributable to non-controlling interests – underlying items	43.9
Separately disclosed items attributable to non-controlling interests	(52.2)
New minority interest	1.4
Purchase of minority interest	(7.6)
Dividends paid	(12.5)
Foreign exchange	(24.0)
At 1 January 2025	473.7
Profit attributable to non-controlling interests – underlying items	47.6
Separately disclosed items attributable to non-controlling interests	(61.4)
Dividends paid	(48.9)
Foreign exchange	28.3
At 31 December 2025	439.3

34 Subsequent events

No events have occurred subsequent to the end of the reporting period that require adjustment or disclosure.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the consolidated

financial statements

for the year ended

31December 2025

242 Entain plc Annual Report 2025

2025

2024

For the year ended 31 December

Note £m £m

Other operating income

8.8 9.8

Dividends received

81.5 0.1

Operating expense

(24.7) (21.6)

Operating profit/(loss) before separately disclosed items

6 65.6 (11.7)

Administrative costs – separately disclosed items

7 (21.8) (14.9)

Profit/(loss) before tax and net finance expense

43.8 (26.6)

Finance expense

8 (192.3) (102.3)

Finance income

8 11.8 56.2

Gains arising from change in fair value of financial instruments

8 – 1.7

Gains/(losses) from foreign exchange on debt instruments

8 4.5 (1.1)

Loss before tax

(132.2) (72.1)

Income tax

9 0.4 (2.8)

Loss for the year

(131.8) (74.9)

All items included above relate to continuing operations.

There were no other items of comprehensive income in the year.

The notes on pages 246 to 252 are an integral part of these financial statements.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Company income statement

for the year ended

31December 2025

Entain plc Annual Report 2025 243

(Company number 4685V)

2025 2024

Note £m £m

Assets

Non-current assets

Investments

5,652.9

5,644.6

Trade and other receivables

–

68.4

Interest-bearing loans and borrowings

–

0.7

5,652.9

5,713.7

Current assets

Trade and other receivables

119.1

314.6

Interest-bearing loans and borrowings

–

1.0

Cash and cash equivalents

0.1

119.2

315.7

Total assets

5,772.1

6,029.4

Liabilities

Current liabilities

Trade and other payables

(1,761.9)

(145.4)

Interest-bearing loans and borrowings

(2.3)

(0.9)

(1,764.2)

(146.3)

Net current assets

(1,645.0)

169.4

Non-current liabilities

Trade and other payables

(288.7)

(2,346.6)

Interest-bearing loans and borrowings

(425.3)

–

(714.0)

(2,346.6)

Net assets

3,293.9

3,536.5

Shareholders’ equity

Called up share capital

5.2

Share premium account

1,796.7

Merger reserve

2,527.4

Retained earnings

(1,035.4)

(792.8)

Total shareholders’ equity

3,293.9

3,536.5

Under the Companies Act 2006 section 49 (Isle of Man), the Directors are satisfied that the Company satisfies the solvency test for distributions to

bemade.

The notes on pages 246 to 252 are an integral part of these financial statements.

The financial statements on pages 243 to 252 were approved by the Board of Directors on 5March 2026 and signed on its behalf by

S David R Wood

Chief Executive Officer Deputy Chief Executive Officer/Chief Financial Officer

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Company balance sheet for

the year ended 31December

2025

244 Entain plc Annual Report 2025

Called up

share capital

premium

accounts

Merger

reserve

account

Retained

earnings Total

£m £m £m £m £m

At 1 January 2024

5.2 1,796.7 2,527.4 (613.6) 3,715.7

Loss for the year

– – – (74.9) (74.9)

Total comprehensive expense

– – – (74.9) (74.9)

Share-based payments charge

– – – 12.0 12.0

Equity dividends

– – – (116.3) (116.3)

At 31 December 2024

5.2 1,796.7 2,527.4 (792.8) 3,536.5

Loss for the year

– – – (131.8) (131.8)

Total comprehensive expense

– – – (131.8) (131.8)

Share-based payments charge

– – – 11.3 11.3

Equity dividends

– – – (122.1) (122.1)

At 31 December 2025

5.2 1,796.7 2,527.4 (1,035.4) 3,293.9

The notes on pages 246 to 252 form an integral part of these financial statements.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Company statement of

changes in equity for the year

ended 31December 2025

Entain plc Annual Report 2025 245

1 General information

Entain plc (“the Company”) is a limited company incorporated and domiciled in the Isle of Man. The address of its registered office and principal place

of business is disclosed in the Directors’ Report.

The financial statements of the Company for the year ended 31December 2025, were authorised for issue in accordance with a resolution of the

Directors on 5March 2026.

The Company has taken advantage of the exemption from preparing a cash flow statement under paragraph 8(g) of the disclosure exemptions from

EU-adopted IFRS for qualifying entities included in Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101). The Entain plc

consolidated financial statements for the year ended 31December 2025, contain a consolidated statement of cash flows.

The Company is exempt under paragraph 8(k) of the disclosure exemptions from UK-adopted IFRS included in FRS 101 for qualifying entities from

disclosing related party transactions with entities that form part of the Entain plc Group of which Entain plc is the ultimate parent undertaking.

The Company’s financial statements are presented in Pounds Sterling (£). All values are in millions (£m) rounded to one decimal place except where

otherwise indicated. The Company’s financial statements are individual entity financial statements.

2 Basis of preparation

These financial statements were prepared in accordance with FRS 101 and Isle of Man Companies Act 2006. The financial statements are prepared

on a going concern basis under the historical cost convention except for certain financial liabilities measured at fair value. For details on the going

concern considerations made, see Note 2 of the consolidated financial statements.

The accounting policies which follow in Note 3 set out those policies which apply in preparing the financial statements for the year ended

31December 2025 and have been applied consistently to all years presented.

The Company has taken advantage of the following disclosure exemptions under FRS 101 in respect of:

a. IFRS 2 Share-based Payments;

b. IFRS 3 Business Combinations;

c. IFRS 5 Non-current Assets Held for Sale;

d. IFRS 7 Financial Instruments: Disclosure;

e. IFRS 13 Fair Value Measurement;

f. IFRS 15 Revenue from Contracts with Customers;

g. IFRS 16 Leases;

h. IAS 1 Presentation of Financial Statements;

i. IAS 7 Statement of Cash Flows;

j. IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;

k. IAS 16 Property, Plant and Equipment;

l. IAS 24 Related party transactions; and

m. IAS 36 Impairment of Assets.

For details of audit fees, see Note 7 of the consolidated financial statements.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the company

financial statements

for the year ended

31December 2025

246 Entain plc Annual Report 2025

3 Summary of significant accounting policies

Investments

Investments comprise interests in subsidiary companies and are held as non-current assets stated at cost less provision for impairment. The values

used in any impairment review are based on the same principles and methods as described in the Group accounting policies and in Note 14 of the

consolidated financial statements.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in

which the estimate is revised.

The Company assesses these investments for impairment wherever events or changes in circumstances indicate that the carrying value of an

investment may not be recoverable. If any such indication of impairment exists, the Company makes an estimate of the recoverable amount. If the

recoverable amount is less than the value of the investment, the investment is considered to be impaired and is written down to its recoverable

amount. An impairment loss is recognised immediately in the income statement.

Cash and cash equivalents

Cash and short-term deposits in the balance sheet consist of cash at banks and in hand, short-term deposits with an original maturity of less than

three months.

Financial assets

Financial assets are recognised when the Company becomes party to the contracts that give rise to them.

The Company classifies financial assets at inception as either financial assets at fair value or loans and receivables. Financial assets at fair value

through profit or loss are measured initially at fair value, with transaction costs taken directly to the income statement. Subsequently, the fair values

are remeasured and gains and losses from changes therein are recognised in the income statement.

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. On initial

recognition, loans and receivables are measured at fair value plus directly attributable transaction costs. Subsequently, such assets are measured at

amortised cost, using the effective interest (“EIR”) method, less any allowance for impairment.

Financial liabilities

Financial liabilities comprise predominantly amounts due to other Group companies. On initial recognition, financial liabilities are measured at fair

value plus transaction costs where they are not categorised as financial liabilities at fair value through profit or loss. Financial liabilities at fair value

through profit or loss are measured initially at fair value, with transaction costs taken directly to the income statement. Subsequently, the fair values

are remeasured and gains and losses from changes therein are recognised in the income statement.

The Company has entered into financial guarantees where the Company guarantees payment in case of its subsidiaries or joint venture defaulting

on a debt or derivative agreements. The Company has reviewed and concluded that its arrangements meet the accounting definition of a financial

instrument under IFRS 9 Financial Instruments. The Company has elected to apply IFRS 9 Financial Instruments (rather than IFRS 17 Insurance

Contracts) to all currently issued financial guarantees.

Derecognition of financial assets and liabilities

Financial assets are derecognised when the right to receive cash flows from the assets has expired or when the Company has transferred its

contractual right to receive the cash flows from the financial assets or has assumed an obligation to pay the received cash flows in full without

material delay to a third party, and either:

4 Substantially all the risks and rewards of ownership have been transferred; or

4 Substantially all the risks and rewards have neither been retained nor transferred but control is not retained.

Financial liabilities are derecognised when the obligation is discharged, cancelled or expires.

Derivative financial instruments

The Group policy and disclosure of financial risk are set out in Note 4.3 and Note 24 of the consolidated financial statements.

Current and deferred income tax

The Company is tax resident in the United Kingdom.

The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to

items recognised in other comprehensive income or directly in shareholders’ funds. In this case, the tax is also recognised in other comprehensive

income or directly in shareholders’ funds, respectively.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries

where the Company operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to

situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected

to be paid to the tax authorities.

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the

financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; or arise from initial

recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting or

taxable profit or loss.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the company

financial statements

for the year ended

31December 2025

Entain plc Annual Report 2025 247

3 Summary of significant accounting policies (continued)

Deferred income tax is recognised using the tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are

expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred tax assets are only

recognised to the extent it is probable that there will be suitable taxable profits from which they can be recovered.

Deferred tax balances are not discounted.

Foreign currency translation

Transactions in foreign currencies are initially recorded in Pounds Sterling (£) at the foreign currency rate ruling at the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are retranslated into Pounds Sterling (£) at the rates of exchange ruling at the

balance sheet date (the closing rate).

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the initial

transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rate at the date when the fair value

was determined.

Dividends

Final dividends proposed by the Board of Directors and unpaid at the year end are not recognised in the financial statements until they have been

approved by shareholders at the Annual General Meeting. Interim dividends are recognised when paid.

Equity instruments

Equity instruments issued by the Company are recorded as the proceeds received net of direct issue costs.

Share-based payments

The cost of equity settled transactions with employees is measured by reference to the fair value at the date on which they are granted (see Note 30

of the consolidated financial statements for further details).

Separately disclosed items

To assist in understanding its underlying performance, the Company has defined certain items of pre-tax income and expense as separately

disclosed items as they reflect items which are exceptional in nature or size. These items have been defined in line with the Group policy (see Note

4.2 for details).

The separate disclosure of these items allows a clearer understanding of the trading performance on a consistent and comparable basis, together

with an understanding of the effect of non-recurring or large individual transactions upon the overall profitability of the Company.

The separately disclosed items have been included within the appropriate classifications in the income statement. Further details are given in Note 6.

Finance expense and income

Finance expense and income arising on interest-bearing financial instruments carried at amortised cost are recognised in the income statement

using the effective interest rate method. Finance expense includes the amortisation of fees that are an integral part of the effective finance cost of a

financial instrument, including issue costs, and the amortisation of any other differences between the amount initially recognised and the redemption

price. All finance expenses are recognised over the availability period.

4 Judgements and key sources of estimation uncertainty

The preparation of financial statements requires management to make assumptions, estimates and judgements that affect the amounts reported as

assets and liabilities as at the balance sheet date and the amounts reported as revenues and expenses during the year. Use of available information

and application of judgement are inherent in the formation of estimates. Actual results in the future may differ from those reported. Judgement

applied to separately disclosed items is set out in Note 4.2 of the consolidated financial statements.

5 Future accounting developments

The standards and interpretations that are issued, but not yet effective, excluding those relating to annual improvements, are not expected to have a

material impact on the parent Company financial statements. The Company intends to adopt these standards, if applicable, when they become

effective as set out in Note 4.4 of the consolidated financial statements.

6 Operating profit before separately disclosed items

This is stated after crediting/(charging):

2025 2024

£m £m

Management fees

8.8 9.8

Audit fees

(1.0) (0.9)

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the company

financial statements

for the year ended

31December 2025

248 Entain plc Annual Report 2025

7 Separately disclosed items

2025 2024

£m £m

Legal and onerous contract costs

21.8 14.9

8 Finance expense and income

2025 2024

£m £m

Loan interest income

– 5.7

Gains arising from change in fair value of financial instruments

– 1.7

Intercompany foreign exchange gain

11.8 50.5

Gains arising from foreign exchange on debt instruments

4.5 –

Total finance income

16.3 57.9

Intercompany interest expense

(100.5) (99.1)

Losses arising from foreign exchange on debt instruments

– (1.1)

Loan interest expense

(8.7) (3.2)

Intercompany foreign exchange loss

(83.1) –

Net finance expense

(176.0) (45.5)

The Group manages currency exposure through a number of derivative financial instruments, which have been taken out in the name of Entain plc as

well as other Group companies. There was no net change in fair value of financial instruments during the year (2024: £1.7m gain).

9 Income tax

The tax credit for the year presented is £0.4m (2024: tax charge of £2.8m).

A reconciliation of income tax applicable to loss (2024: loss) before tax at the UK statutory income tax rate to the income tax for the years ended

31December 2025 and 31December 2024 is as follows:

2025 2024

£m £m

Loss before tax

(132.2) (72.1)

Corporate tax credit thereon at 25% (2024: 25%)

(33.1) (18.0)

Adjusted for the effects of:

– Adjustment in respect of prior years

(0.4) 2.5

– Non-deductible income

(8.8) (5.4)

– Non-deductible legal settlement

5.1 1.0

– Group relief surrendered

36.8 22.4

– Overseas tax charge

– 0.3

Income tax (credit)/charge (0.4) 2.8

There is no deferred tax present on the balance sheet for either periods presented.

10 Dividends

Please see Note 11 of the consolidated financial statements.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the company

financial statements

for the year ended

31December 2025

Entain plc Annual Report 2025 249

11 Investments

Total

£m

Cost and net book value

At 1 January 2024

5,635.2

Additions

9.4

At 31 December 2024

5,644.6

Cost and net book value

At 1 January 2025

5,644.6

Additions

8.3

At 31 December 2025

5,652.9

Subsidiaries and other related entities are listed in Note 32 of the consolidated financial statements.

Additions in the year predominantly relate to additional equity subscribed for in subsidiary companies.

The Company tests the investment balances for impairment annually. The recoverable amounts of the investments have been determined based on

value in use calculations. Although the impairment review is performed from the perspective of the parent company and the assets it holds, the

impairment test uses the same value in use calculations as the Group impairment review.

No impairment has been identified.

12 Trade and other receivables

2025 2024

£m £m

Amounts due from Group companies

116.4 381.7

Other debtors

1.7 0.4

Prepayments

1.0 0.9

119.1 383.0

Amounts of £119.1m (2024: £314.6m) are expected to be called upon within the next 12 months following the approval of these financial

statements and have therefore been classified as current assets within the balance sheet. The remaining balances of £nil (2024: £68.4m) have been

classified as non-current assets within the balance sheet.

Amounts owed by other Group undertakings are unsecured and accumulate interest in a range between 1.5% and 3.0% plus currency base rates.

The expected credit losses arising from receivables are not considered to be material and therefore has not been recognised.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the company

financial statements

for the year ended

31December 2025

250 Entain plc Annual Report 2025

13 Trade and other payables

2025 2024

£m £m

Current

Amounts due to Group companies

1,596.7 –

Other payables

165.2 145.4

1,761.9 145.4

Non-current

Amounts due to Group companies

149.3 2,052.4

Other payables

139.4 294.2

288.7 2,346.6

Amounts owed to Group undertakings are unsecured and accumulate interest in a range between 1.5% and 3.0% plus currency base rates.

Other payables include the DPA settlement liability (see Note 20 of the consolidated financial statements).

14 Interest-bearing loans and borrowings

2025 2024

£m £m

Current

Euro denominated loans

2.2 –

Sterling denominated loans

0.1 (0.1)

2.3

(0.1)

Non-current

Euro denominated loans

431.5 –

Sterling denominated loans

(6.2) (0.7)

425.3

(0.7)

1. Balance relates to capitalised fees on our bank facilities

The Company is a party to the Group’s revolving credit facility. As at 31December 2025, there were £570.0m (2024: £560.0m) of committed bank

facilities of which £160.0m (2024: £nil) were drawn down by another Group company and £7.3m (2024: £7.6m) of facilities which have been utilised

for letters of credit.

On 18 March 2025, the Group refinanced its revolving credit facility, extending its latest maturity from July 2026 to March 2030. The facility was also

increased and now has total commitments (including letters of credit) of £645m. The facility is subject to a springing maturity, to three months prior to

the earliest Group term loan maturity, if at least a 25% stub of the shortest-dated term loan remains outstanding. At 31 December 2025, the facility’s

effective maturity date was 30 March 2028.

On 13November 2025, the Group announced the pricing of €500m senior secured notes due 30 November 2031at a fixed coupon of 4.875%,

which were issued on 24 November 2025 by the Company, and used to immediately repay €500m of the another Group company’s existing

€1,265m Term Loan B facility due 30 June 2028.

15 Financial risk management objectives and policies

The financial risk management objectives and policies applied by the Company are in line with those of the Group as disclosed in Note 24 to the

consolidated financial statements.

16 Called-up share capital

Details of the share capital of the Company are given in Note 27 of the consolidated financial statements.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the company

financial statements

for the year ended

31December 2025

Entain plc Annual Report 2025 251

17 Contingent liabilities and guarantees

Contingent liabilities

Refer to Note 31 of the consolidated financial statements.

Guarantees

The Company has entered into financial guarantee contracts to guarantee indebtedness held on the balance sheets of Group undertakings

amounting to £3,285.2m (2024: £3,681.9m).

The Company has also guaranteed derivative agreements of Group undertakings, of which those in a net liability at the reporting date total £144.4m

(2024: £19.6m).

BetMGM, the Group’s joint venture, took out a $150m revolving credit facility in December 2024. It was secured and undrawn as at 31December

2025. 50% of this facility is guaranteed by the Company.

The likelihood of the above items being called upon is considered remote. Consequently, the related liability is negligible and therefore no additional

liability has been recognised in respect of the financial guarantee contracts noted above.

18 Related party transactions

The Company has taken advantage of the exemption under paragraph 8(k) of FRS 101 not to disclose transactions with fellow wholly-owned

subsidiaries. The Company has not had any transactions with partially-owned subsidiaries, associates or joint ventures. See Note 32 of the

consolidated financial statements for disclosure of remuneration of key management personnel.

19 Subsequent events

For details of subsequent events affecting the Company, see Note 34 of the consolidated financial statements.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Notes to the company

financial statements

for the year ended

31December 2025

252 Entain plc Annual Report 2025

Definition of terms

AML

Anti-Money-Laundering

B2B

Business-to-business

CAGR

Compound annual growth rate

Constant currency

CGUs

Cash-generating units

CMS

Customer marketing services

Constant currency basis

Each month in the prior period re-translated at the current period’s exchange rate

Contribution

Revenue less betting taxes, payment service provider fees, software royalties, affiliate commissions, revenue

share and marketing costs

Contribution margin

Contribution as a percentage of NGR

CRM

Customer relationship management

Customer services

DE&I

Diversity, Equality and Inclusion

DPA

Deferred Prosecution Agreement the Group reached with the Crown Prosecution Service December 2023.

DTR

Disclosure and transparency rules

EPS

Earnings per share

ESG

Environmental, social and governance

GGY

Gross gaming revenue

GHG

Greenhouse gas

GVC/GVC Holdings PLC

The Group’s former name before becoming Entain plc in December 2020

H2GC

H2 Gambling Capital – independent providers of betting and gaming market data and estimates

Internal audit and risk management

IAS

International Accounting Standards

IFRS

International Financial Reporting Standards

KPIs

Key performance indicators

LTIP

Long-term incentive plan

MIP

Management incentive plan

Net debt

Cash and cash equivalents (including amounts recorded as assets in disposal groups classified as held for sale),

less customer liabilities less interest-bearing loans and borrowings

Net Gaming Revenue (“NGR”)

Net Revenue before charging for VAT and Sales Taxes. A full reconciliation of this non-GAAP measure is

provided within the Income Statement

NGR YTD

Net Gaming Revenue in the year to date

RET

Research, education and treatment associated with responsible gambling

Revenue

Net Gaming Revenue less VAT (imposed by certain EU jurisdictions on either sports or gaming revenue)

RMG

Real money gaming

SASW

Single Account Single Wallet functionality, enabling BetMGM customers with cross-state-access to their

accounts.

Sports Gross Win Margin

Sports wagers less payouts

Sports Gross Win Margin %

Sports Gross Win Margin divided by Sports wagers

Sports Net Gaming Revenue

(“Sports NGR”)

Sports Gross Win Margin less free bets and promotional bonuses

Sports Wagers

Gross bets placed by customers on sporting events

TCFD

Taskforce for Climate-related Financial Disclosures

Underlying EBITDA

Underlying EBITDA is earnings before interest, tax, depreciation and amortisation, share-based payments and

share of JV income and separately disclosed items

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Glossary

Entain plc Annual Report 2025 253

Annual General Meeting

The Company’s 2026 AGM will be held on Wednesday 29 April 2026 at 10:00am (BST). Details of the location, each resolution to be considered at

the meeting and voting instructions are in the Notice of Meeting which is available on the Company’s website at entaingroup.com/investor-relations.

The voting results of the 2026 AGM will be available on the Company’s website shortly after the meeting.

Communications

Information about the Company, including financial results and details of the current share price, is available on the Company’s website.

Shareholding contacts

For any queries regarding your shareholding, please contact our Registrar, MUFG Corporate Markets.

Share fraud warning

Fraudsters use persuasive and high-pressure tactics to lure investors into scams. They may offer to sell shares that turn out to be worthless or non-

existent, or to buy shares at an inflated price in return for an upfront payment. While high profits are promised, if you buy or sell shares in this way you

will probably lose your money. Should you receive any unsolicited calls or documents to this effect, you are advised not to give out any personal

details or to hand over any money without ensuring that the organisation is authorised by the UK Financial Conduct Authority (“FCA”) and

undertaking further research.

If you are unsure or you think you have been targeted, you should report the organisation to the FCA. For further information, please visit the FCA’s

website at www.fca.org.uk, email consumer.queries@fca.org.uk or call the FCA consumer helpline on 0800 111 6768 (freephone), 0300 500 8082

(from the UK) or +44 20 7066 1000 (if calling from outside the UK).

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements

Shareholder information

254 Entain plc Annual Report 2025

Company name

Entain plc

Company number

004685V

Secretary and registered office

James Morris

Entain plc

2a Lord Street

Douglas

Isle of Man

IM1 2BD

Telephone: +350 200 78700

www.entaingroup.com

UK Corporate Office

25 Charterhouse Square

London

EC1M 6AE

Registrars

MUFG Corporate Markets (Guernsey) Limited

Mont Crevelt House

Bulwer Avenue

St Sampson

Guernsey

GY2 4LH

Transfer Agent:

MUFG Pension & Market Services

Central Square

29 Wellington Street

Leeds

LS1 4DL

www.eu.mpms.mufg.com/get-in-touch/shareholders-in-uk-

companies

Telephone: 0371 664 0300 from the UK or +44 (0)371 664 0300 from

outside the UK

Email: shareholderenquiries@cm.mpms.mufg.com

Auditors

KPMG LLP

EastWest

Tollhouse Hill

Nottingham

NG1 5FS

Legal advisors

Slaughter & May

Clifford Chance LLP

DQ Advocates

Principal UK Bankers

Barclays Bank PLC

National Westminster Bank plc

Future trading updates and financial calendar

16April 2026

Q1 trading update

13August 2026

Interim results

Further updates to the financial calendar can be found on the

Company’s website.

1. Overview

8. Strategic Report

103. Governance

167. Financial Statements