Entain : Notice of Annual General Meeting

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Entain plc

Notice of Annual General Meeting 2023

This document is important and requires your immediate attention.

If you are in any doubt about the contents of this document, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000, or if outside the United Kingdom, another appropriately authorised financial adviser, without delay.

If you have sold or otherwise transferred all of your shares in Entain plc, you should immediately send this document, together with the accompanying documents, to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

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Entain plc

(Incorporated in the Isle of Man with Registered No. 004685V)

Notice of the Annual General Meeting of the Company to be held at 10.00 a.m. (London time) on 25 April 2023 at etc.venues, 200 Aldersgate, London EC1A 4HD is set out at the end of this circular.

Whether or not you propose to attend the Annual General Meeting, please complete and submit a proxy form or electronic proxy instruction in accordance with the notes to the notice of the Annual General Meeting. The proxy form or electronic proxy instruction must be received no later than 10.00 a.m. (London time) on

21 April 2023.

Directors:

J M Barry Gibson (Non-Executive Chair)

Pierre Bouchut (Independent Non-Executive Director)

Stella David (Senior Independent Director)

Robert Hoskin (Chief Governance Officer)

Virginia McDowell (Independent Non-Executive Director)

Jette Nygaard-Andersen (Chief Executive Officer)

David Satz (Independent Non-Executive Director)

Rob Wood (Chief Financial Officer and Deputy CEO)

Rahul Welde (Independent Non-Executive Director)

Registered Office:

32 Athol Street

Douglas

Isle of Man

IM1 1JB

9 March 2023

Entain | Notice of Annual General Meeting 2023

Chair's letter

To: Shareholders and (for information purposes only) option holders of Entain plc (the "Company" or "Entain")

Notice of 2023 Annual General Meeting

I have pleasure in enclosing the notice of the Company's 2023 Annual General Meeting ("AGM"), which will be held on 25 April 2023 at etc.venues, 200 Aldersgate, London EC1A 4HD at 10.00 a.m. (London time). The Company's audited annual report and accounts for the year ended 31 December 2022 (the "Annual Report") was published on 22 March 2023 and is available

on the Company's website www.entaingroup.com.

The Entain Board of Directors (the "Board") look forward to welcoming shareholders to the AGM.

The formal notice of the AGM is set out on pages 3 and 4 of this document and contains the 20 proposed resolutions for your consideration. The Board believes that in the interests of shareholder democracy, it is important that the voting intentions of all shareholders are taken into account, not just those who are able to attend the AGM and as such I propose, in accordance with the Company's articles of association ("Articles of Association"), putting all of the 20 resolutions to shareholders by way of

poll rather than a show of hands. Explanatory notes to those resolutions are set out in Appendix 1 to this document. I would, however, like to take this opportunity to address shareholders on certain matters relevant to the resolutions to be considered.

Attendance at the meeting

At the time of printing, there are no restrictions in place that would prevent shareholders from physically attending the AGM. However, we request that if you have symptoms and/or have tested positive for Covid, you do not attend in person. On arrival at the venue, please enter via the 'South' entrance.

Board and Committee changes

Rahul Welde was appointed as a Non-Executive Director of the Company during the financial year and is therefore standing for election at this first AGM since his appointment. Mark Gregory and Vicky Jarman, both Non-Executive Directors, stepped down from the Board with effect from 17 February 2023. All other Directors will retire and stand for re-election at the AGM in accordance with the recommendation of the UK Corporate Governance Code 2018. Following the Board changes, Stella David has been appointed as Chair of the Remuneration Committee and Rahul Welde has joined the Audit Committee and the Remuneration Committee. Biographical details for all the Directors are set out in Appendix 2 to this document.

Remuneration policy

As a company incorporated and registered in the Isle of Man, the Company is not subject to the UK remuneration reporting regulations which apply to UK incorporated companies.

Nevertheless, the Board and the Remuneration Committee recognise the importance of effective corporate governance and are firmly committed to UK best practice. The updated Remuneration Policy has been prepared in accordance with the provisions of the UK Companies Act 2006 and the UK Corporate Governance Code 2018, and following consultation with our major shareholders. If approved by shareholders by ordinary resolution at the AGM, the policy will apply until the Annual General Meeting to be held in 2026. The rationale for the proposed changes to the Remuneration Policy is set out on pages 118 and 119 and

an overview of the existing and proposed Remuneration Policies is set out on pages 125 to 126 of the Annual Report. The full Remuneration Policy can be found on pages 135 to 145.

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Articles of Association

It is proposed that the Company adopt new articles of association (the "New Articles") in place of the existing Articles of Association, which were last substantively amended in 2020.

The principal changes in the New Articles are summarised in Appendix 3. The changes in the New Articles are intended to align certain articles with certain provisions of the UK Companies Act 2006, which the Company adopts as a matter of best practice, reflect developments in market practice and provide additional flexibility where this is considered appropriate. In addition, the Company has taken the opportunity to incorporate amendments of a more minor, technical or clarifying nature. The New Articles showing all the changes to the existing Articles of Association are available for inspection on the national storage mechanism from the date of this notice and will be available at the AGM location from 15 minutes before the AGM until it ends.

LTIP Rules

With respect to The Entain plc 2017 Long Term Incentive Plan (the "LTIP"), the Company is seeking shareholder approval to allow shareholders the opportunity to vote on the LTIP grant limits (as part of the remuneration policy vote) at least every three years, with any changes to the policy automatically flowing through into the rules of the LTIP. Further information is set out in Appendix 1. The marked up LTIP rules will be available for inspection on the national storage mechanism from the date of this notice and will be available at the AGM location from 15 minutes before the AGM until it ends.

Recommendation

The Directors consider that all the resolutions to be put to the meeting are in the best interests of the Company and its shareholders as a whole. The Directors will therefore be voting in favour of all the resolutions in respect of their own shareholdings, other than in respect of those matters in which they are interested, and unanimously recommend that you do so as well. As at the date of this document, Directors' own aggregated shareholdings (including those of their Closely Associated Persons) amount to 549,045 shares in the Company, representing approximately 0.09% of the present issued share capital of the Company.

Action to be Taken

Shareholders wishing to submit their voting instructions online should visit www.signalshares.com and follow the instructions. To use this service, you will need your Investor Code (IVC) which can be found on your share certificate or on any other recent shareholder communication. Link Group, the Company's Share Registrar ("Registrar"), has launched a shareholder app: LinkVote+ which can be used to submit voting instructions. It is free to download and use and gives shareholders the ability to access their records at any time. To download the app, you can use the following QR Codes:

Apple App Store

Google Play

Alternatively, if you hold your ordinary shares in CREST, you can vote through CREST in accordance with the notes to the AGM notice set out at the end of this document.

Institutional investors may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar.

Shareholders who have opted to receive a hard copy Form of Proxy should complete, sign and return the Form of Proxy in accordance with the instructions printed on it. Hard copy Forms of Proxy should be returned to:

Link Group, PXS1, Central Square,

29 Wellington Street,

Leeds LS1 4DL

In each case, the electronic proxy instruction or Form of Proxy should be returned as soon as possible but, in any event, must be received by the Registrar by no later than 10.00 a.m. (London time) on 21 April 2023.

Yours faithfully

J M Barry Gibson

Non-Executive Chair

Entain | Notice of Annual General Meeting 2023

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Company Number: 004685V

THE ISLE OF MAN COMPANIES ACT 2006

NOTICE OF ANNUAL GENERAL MEETING of Entain plc (the "Company")

Notice is hereby given that the 2023 Annual General Meeting of the Company will be held on 25 April 2023 at 10.00 a.m. (London time) at etc.venues, 200 Aldersgate, London EC1A 4HD for the purpose of considering and, if thought fit, passing the following resolutions. Resolutions 17 to 20 (inclusive) will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions. All resolutions will be decided on a poll.

Ordinary Business

1. To receive the Company's annual accounts, the strategic report, the Directors' report and the auditor's report for the year ended 31 December 2022.
2. To receive and approve the Directors' remuneration report (other than the part containing the Directors' remuneration policy referred to in resolution 3 below) contained within the annual report and accounts for the financial year ended 31 December 2022.
3. To receive and approve the Directors' remuneration policy set out on pages 135 to 145 of the Directors' remuneration report contained within the annual report and accounts for the financial year ended 31 December 2022, such Directors' remuneration policy to take effect from the date of its adoption.
4. To re-appoint KPMG LLP as auditor to the Company to hold office until the conclusion of the next general meeting of the Company at which accounts are laid before the shareholders.
5. To authorise the Directors to agree the remuneration of the auditor.
6. To re-elect J M Barry Gibson as a Director.
7. To re-elect Pierre Bouchut as a Director.
8. To re-elect Stella David as a Director.
9. To re-elect Robert Hoskin as a Director.
10. To re-elect Virginia McDowell as a Director.
11. To re-elect Jette Nygaard-Andersen as a Director.
12. To re-elect David Satz as a Director.
13. To re-elect Rob Wood as a Director.
14. To elect Rahul Welde as a Director.

Special Business

Ordinary resolutions

1. THAT, the Entain plc 2017 Long Term Incentive Plan be amended in the form produced in draft to the Meeting and initialled by the Chair for the purposes of identification.
2. THAT, pursuant to and for the purposes of, article 5.1 of the Articles of Association of the Company (and subject to the passing of Resolution 20, pursuant to and for the purposes of article 4.1 of the New Articles), the Directors are generally and unconditionally authorised to exercise all the powers of the Company to allot ordinary shares of €0.01 each in the Company and to grant rights to subscribe for or to convert any security into Shares in the Company:

1. up to a maximum aggregate nominal amount of €196,283,475;
2. up to a further maximum aggregate nominal amount of €196,283,475 in connection with any pre-emptive offer,

provided that the authority conferred by this resolution shall expire (unless previously renewed, varied or revoked by the Company in general meeting) at the close of business (London time) on 25 April 2024 or, if earlier, at the conclusion of the next Annual General Meeting of the Company but so that the Company may, before such expiry, make offers or agreements which would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry and the Directors may allot shares or grant rights to subscribe for or convert securities into shares pursuant to any such offer or agreement as if this authority had not expired, where "pre-emptive offer" means any offer that is open for acceptance for a period determined by the Directors to:

1. holders of shares in proportion (as nearly as practicable) to the respective number of shares held by them; and
2. if applicable, holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory or by virtue of shares being represented by depositary receipts or any other matter.

Special resolutions

17. THAT, subject to and conditional on the passing of Resolution 16, the Directors are empowered, pursuant to article 5.2(d) of the Articles of Association of the Company (and subject to the passing of Resolution 20, pursuant to article 4.2(d) of the New Articles), to allot shares for cash pursuant to the authority conferred by Resolution 16 or in circumstances where the allotment constitutes an allotment of equity securities as defined in the Articles of Association and the New Articles

(including by way of a sale of treasury shares), in each case disapplying the provisions of article 5.2(a) (and subject to the passing of Resolution 20, disapplying the provisions of article 4.2(a) of the New Articles), provided that this power is limited to:

1. the allotment of shares or equity securities as defined in the Articles of Association and the New Articles (including by way of a sale of treasury shares) in connection with an offer of such shares or equity securities in connection with any pre-emptive offer to:
2. 1. holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and
   2. if applicable, holders of other equity securities if this is required by the rights of those securities or, if the
      Directors consider it necessary, as permitted by the rights of those securities,

subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory or by virtue of shares being represented by depositary receipts or any other matter; and

Entain | Notice of Annual General Meeting 2023

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1. the allotment of shares or equity securities as defined in the Articles of Association and the New Articles (including by way of a sale of treasury shares) otherwise than pursuant to paragraph 17(a) above, up to an aggregate nominal value of €29,442,521,

and provided also that the power conferred by this resolution shall expire (unless previously renewed, varied or revoked by the Company in general meeting) at the close of business (London time) on 25 April 2024 or, if earlier, at the conclusion of the next Annual General Meeting of the Company, save that the Company may, before such expiry, make offers or agreements which would or might require shares or equity securities as defined in the Articles of Association and the New Articles (including sale of treasury shares) to be allotted and the Directors may allot shares or equity securities as defined in the Articles of Association and the New Articles (including sale of treasury shares) in pursuance of such offer or agreement notwithstanding that the power conferred by this resolution has expired.

18. THAT, subject to and conditional on the passing of Resolution 16 and in addition to any power granted under Resolution 17 above, the Directors are empowered, pursuant to article 5.2(d) of the Articles of Association of the Company (and subject to the passing of Resolution 20, pursuant to article 4.2(d) of the New Articles), to allot shares or equity securities as defined in the Articles of Association and the New Articles (including by way of a sale of treasury shares) for cash, pursuant to the authority given by Resolution 16, in each case disapplying the provisions of article 5.2(a) (and subject to the passing of Resolution 20, disapplying the provisions of article 4.2(a) of the New Articles), provided that this power is:

1. limited to the allotment and/or sale of shares or equity securities as defined in the Articles of Association and the New Articles (including the sale of treasury shares) up to an aggregate nominal value of €29,442,521; and
2. used only for the purposes of financing (or refinancing, if the power is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights published by the Pre-Emption Group,

and provided also that the power conferred by this resolution shall expire (unless previously renewed, varied or revoked by the Company in general meeting) at the close of business (London time) on 25 April 2024 or, if earlier, at the conclusion of the next Annual General Meeting of the Company, save that the Company may, before such expiry, make offers or agreements which would or might require shares or equity securities as defined in the Articles of Association and the New Articles (including sale of treasury shares) to be allotted and the Directors may allot shares or equity securities as defined in the Articles of Association and the New Articles (including sale of treasury shares) as if the power conferred by this resolution had not expired.

19. THAT, pursuant to and for the purposes of article 14 of the Company's Articles of Association (and subject to the passing of Resolution 20, pursuant to and for the purposes of article 13 of the New Articles), the Company be generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the UK Companies Act 2006) of shares provided that:

1. the maximum aggregate number of shares authorised to be purchased is 58,885,042;
2. the minimum price (excluding expenses) which may be paid for each share is its nominal value;
3. the maximum price (excluding expenses) which may be paid for each share is the higher of:
4. 1. an amount equal to 105% of the average of the middle market quotations of a share, as derived from the London Stock Exchange Daily Official List, for the five business days immediately preceding the day on which the share is contracted to be purchased; and
   2. an amount equal to the higher of the price of the last independent trade of a share and the highest current independent bid for a share on the trading venue where the purchase is carried out;

1. this authority shall expire at the close of the Annual General Meeting of the Company held in 2024 or 18 months from the date of this resolution (whichever is earlier); and
2. a contract to purchase shares under this authority may be made before the expiry of this authority, and concluded in whole or in part after the expiry of this authority.

20. THAT, with effect from the end of the meeting the New Articles produced to the Meeting and initialled by the Chair for the purpose of identification be adopted as the articles of association of the Company in substitution for, and to the exclusion of, the Company's existing Articles of Association.

By Order of the Board

Dated: 9 March 2023

J M Barry Gibson

Non-Executive Chair

Registered Office:

32 Athol Street, Douglas

Isle of Man IM1 1JB

Registered in

the Isle of Man

No. 004685V

Entain | Notice of Annual General Meeting 2023