888 : Annual Report and Accounts 2023

ANNUAL REPORT AND ACCOUNTS 2023

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS SUPPLEMENTARY INFORMATION

888 HOLDINGS PLC

WELCOME TO OUR ANNUAL REPORT

888 Holdings is one of the world's leading betting and gaming companies and the parent company for a range of internationally renowned brands including William Hill, 888, and Mr Green.

Our vision

Our vision is to make life more interesting.

Our mission

Our mission is to delight players with world-class betting and gaming experiences.

A range of leading brands

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

ANNUAL REPORT & ACCOUNTS 2023

FINANCIAL HIGHLIGHTS 2023
We track the following key financial and	These KPIs are also some of the

non-financial performance indicators ('KPIs'). most commonly used KPIs for external

These KPIs allow us to assess our progress	stakeholders, particularly our
against the Group's strategy and help inform	shareholders, when assessing the
decision making.	performance of the Group.

CONTENTS

STRATEGIC REPORT

At a Glance	02
Chair's Statement	04
Chief Executive Officer's	06
Review
Investment Case	09

REVENUE (£M)

£1,711m

2023			£1,711m
2022 Actual	£1,239m
2022 Pro forma*			£1,850m
ADJUSTED EPS
10.7p
2023	10.7p
2022 Actual			15.1p

ADJUSTED EBITDA (£M)

£308m

2023		£308m
2022 Actual	£218m
2022 Pro forma*		£311m
LEVERAGE
5.6x
2023		5.6x
2022 Pro forma*		5.6x

ESG and Sustainability	10
Stakeholder Engagement	22
Chief Financial Officer's	24
Report
Risk Management	30
Viability Statement	42
GOVERNANCE
Board of Directors	44
Corporate Governance Report	46
Nominations Committee	52
ESG Committee	54
Audit & Risk Committee	56
Remuneration Committee	62
Directors' Remuneration	66
Report
Directors' Report	83
FINANCIAL STATEMENTS

Adjusted EBITDA is defined as EBITDA excluding share based payment charges, foreign exchange losses and exceptional items and other defined adjustments. Further detail on exceptional items and adjusted measures is provided in note 3 to the financial statements.

Pro forma metrics, which are unaudited, reflect the results as if 888 had owned William Hill for the whole of 2022 and excludes the results of the 888 Bingo business that was sold in 2022.

Average monthly players (AMPs) represents the total number of players who have placed and/or wagered a stake and/

or contributed to rake or tournament fees during the month. The figure reflects the average of the monthly figures for the relevant reporting period.

Independent Auditor's Report	90
Consolidated Income	100
Statement
Consolidated Statement	101
of Comprehensive Income
Consolidated Statement	102
of Financial Position
Consolidated Statement	103
of Changes in Equity
Consolidated Statement	104
of Cash Flows
Notes to the Consolidated	105
Financial Statements
Appendix 1 - Alternative	155
Performance Measures
Company Balance Sheet	157
Company Statement of	158
Changes in Equity
Company Statement of Cash	159
Flows
Notes to the Company	160
Financial Statements
SUPPLEMENTARY INFORMATION
Task Force on Climate-Related
Financial Disclosure (TCFD)	163
Report
ESG supplementary data	176
Shareholder Information	178
Company Information	178

01

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS SUPPLEMENTARY INFORMATION	888 HOLDINGS PLC

AT A GLANCE

A global leader with world-class brands

Our locally licensed operations and offices

Incorporated in Gibraltar, and headquartered and listed in London, the Group operates across numerous locally regulated markets and has offices around the world.

LOCALLY LICENSED MARKET
1. UK	2. Gibraltar	3. Ireland
4. Jersey	5.	Germany	6. Romania
7. Spain	8.	Italy	9. Denmark
10. Malta	11. Sweden	12. Portugal
13. Canada (Ontario)
US:	14. Nevada	15. Delaware
16. New Jersey	17. Colorado	18. Pennsylvania
19. Virginia	20. Michigan
OFFICES
1. Ceuta	2. Gibraltar	3. Ireland
4. Israel	5.	Malta	6. Philippines
7. Poland	8.	Romania	9. UK
10. US	11. Bulgaria

13

20

18

17	10
16

14	15
	19

REVENUE BY MARKET 2023	REVENUE BY PRODUCT 2023
UK (INCL. RETAIL)	ONLINE BETTING
68%	20%
ITALY	ONLINE GAMING
9%	49%
SPAIN	RETAIL
6%	31%
DENMARK
2%
OTHER MARKETS
15%
No individual optimise market is >2% of
revenue

02

ANNUAL REPORT & ACCOUNTS 2023

9	1	9	11

3
3		7	6
	4
		8
	5
12	7		11
5
2	8
	10
2	1		4

6

OUR OPERATING DIVISIONS

UK&I

ONLINE

Our sports betting and gaming brands are some of the most popular in the UK&I market. William Hill and 888casino are our flagship brands, offering market- leading products to millions of customers every month.

REVENUE

£658m

AVERAGE MONTHLY ACTIVES

1.2m

UK

RETAIL

Our William Hill retail estate has been a permanent fixture on the UK high street since 1966. We now have a portfolio of 1,343 shops offering exciting betting and gaming products to millions of customers all across the UK, complementing our online offering.

REVENUE

£535m

# OF LBOS AT DEC-23

1,343

INTERNATIONAL

ONLINE

Our International division serves customers worldwide using our range of world-class brands, with a primary focus on our other core markets of Italy, Spain and Denmark.

REVENUE

£517m

AVERAGE MONTHLY ACTIVES

0.5m

03

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS SUPPLEMENTARY INFORMATION	888 HOLDINGS PLC

CHAIR'S STATEMENT

From challenge to opportunity: embracing the future

Lord Mendelsohn

Chair

INTRODUCTION

2023 was a critical year for the Group, navigating significant regulatory change and laying the foundations for significant value creation. Through the year the Board has overseen a fundamental shift in the way we operate, and we entered 2024 with a strengthened executive team to deliver long- term sustainable growth.

The 2023 financial performance was impacted by some significant regulatory and compliance headwinds. Additionally, the Group experienced the industry-wide continued challenging trading conditions resulting from changing regulatory and competitive dynamics, along with a wider backdrop of macroeconomic uncertainty for many consumers with continued high inflation and interest rates.

Having spent much of 2023 as Executive Chair of the Group, I had the benefit

of witnessing firsthand the significant opportunity that exists within the Group. Following the appointment of several first- class executives - and following my return to the Non-Executive Chair role - I have never been more convinced that we are well positioned to unlock our full potential.

BOARD PRIORITIES

During 2023 I laid out three areas the Board was focused on to ensure the long-term success of the business. These were: our team, ESG, and execution. I am pleased to say we made strong progress against all these critical areas during the year.

Team

In January 2023 we announced the departures of both our former CEO and CFO, with the CEO leaving with immediate effect and the CFO leaving in October. On behalf of the Board, I would like to thank them both for their hard work and dedication to the Group.

Following the departure of the CEO the Board promptly conducted an extensive and comprehensive search for a successor. We were delighted to appoint Per Widerström as the Group's new CEO, effective from 16 October 2023.

Per was the Board's clear standout choice amongst a number of high-calibre candidates who we interviewed for the role. He is an exceptionally dynamic leader with significant and highly relevant industry experience, and he has a clear vision for the strategic direction and value creation roadmap for the Group, more details of which can be found in his Chief Executive Officer's Review on pages 6 to 8.

As announced in September 2023, we also welcomed Sean Wilkins as our new CFO on 1 February 2024. We were grateful to Yariv Dafna, who remained in place as CFO for an extended period to support a smooth handover period, and to Vaughan Lewis, our Chief Strategy Officer, who supported as Interim CFO until Sean's arrival.

The Board is delighted with the impact Per has already made on the business, including strengthening our broader Group Executive team, and we look forward to working closely together with Per and Sean over the coming years.

ESG

We made significant strides in our ESG efforts during the year, particularly in the areas of sustainability and safer gambling.

In January 2023 we self-identified and self-reported issues related to the certain shortcomings in our compliance processes related to VIP accounts in the Middle East. Having identified the issue, the Board took decisive action to suspend all relevant accounts while the compliance team investigated further, and only reactivated accounts after ensuring compliance. Following this, we engaged proactively with the Gibraltar Gaming Commission in relation to this issue and reached a regulatory settlement during the year, with the Gibraltar regulator being complimentary about the proactive, swift, and robust remedial actions we took, as well as the enhanced policies and procedures that are now in place. While these enhancements have had a financial impact on our business, they have significantly improved the sustainability and quality of our earnings.

During the year, the Group reached a regulatory settlement with the Great Britain Gambling Commission (GBGC) relating

to social responsibility and anti-money laundering failings at William Hill which occurred in 2020 and 2021. Whilst the failings occurred under previous ownership and management, we took the findings incredibly seriously, working collaboratively with the GBGC on several initiatives which will have a long-term, positive impact.

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ANNUAL REPORT & ACCOUNTS 2023

IN A YEAR OF SIGNIFICANT CHANGE, OUR PEOPLE HAVE DEMONSTRATED THEIR RESILIENCE AND COMMITMENT, AND WITH A NEW GROUP EXECUTIVE TEAM IN PLACE WE LOOK FORWARD TO UNLOCKING THE GROUP'S FULL POTENTIAL AND DRIVING SUSTAINABLE PROFITABLE GROWTH.

During 2023 we conducted a full independent audit, and the Board was pleased with the findings.

As a Board, we are focused on building a high quality, sustainable business. Whilst we must acknowledge that both businesses have historically fallen short of best practice in this area, we have taken clear and decisive action to ensure these failings will not be repeated.

Our new governance structure is working well and driving higher standards across the organisation, meaning our business is in a much stronger position moving forward.

As we enter 2024, we are focused on ensuring we continue our efforts to improve the sustainability and quality of the earnings of our Group. Our ESG programme, including the critical safer gambling component, is fundamental to the long-term success of the business. Further information relating to our ESG commitments across our People, Players and Planet pillars can be found on pages 10 to 21 of the Annual Report 2023.

Execution

During 2023 we accelerated and increased our synergy delivery, significantly improved our compliance function, and refined our marketing and customer approach to unlock more sustainable future growth.

The Group's top-line performance was impacted by internal and external factors, including our proactive shift away from dotcom markets as well as the continued implementation of enhanced safer gambling policies and processes, particularly in the UK. Further information on the financial and operational performance for 2023 is set out on pages 24 to 29.

As a result of these initiatives, combined with our synergy acceleration, and improved compliance and marketing approaches, from a strategic and operational perspective we finished the year in a far stronger position than we entered it. We have all the key ingredients for success, and while we have laid good foundations and begun to see the benefits of the combined business, the financial performance of the Group must improve.

In Per and Sean, I am very confident that the Board has identified an outstanding leadership team with the right capabilities to lead the Group over the coming years as we unlock our full potential.

Board changes

Itai Pazner (former CEO) stepped down from the Board on 31 January 2023 and Yariv Dafna (former CFO) stepped down from the Board on 2 October 2023. We welcomed Per Widerström as the Group's new CEO from 16 October 2023 and Sean Wilkins as the Group's new CFO from 1 February 2024.

During the year we also saw Andria Vidler step down from the Board in September 2023 following her appointment to UK CEO of Allwyn Entertainment. On behalf of the Board I would like to thank Andria again for her contribution to the Board and in her role as Chair of the ESG Committee prior to her departure and we wish her well for the future.

As part of my return to the Non-Executive Chair role and reflecting the composition of the Board and business priorities, we made a number of committee role changes during the year, with the current committees and memberships outlined on pages 44 and 45.

The Board will continue to review Board composition, size, skills, and diversity targets during 2024.

Looking ahead

2023 held several challenges for the Group, but we finished the year in a stronger position, with the business set for sustainable growth and significant value creation. Our enhanced executive team has outlined a clear plan for significant value creation, and I have never been more confident about the potential for the Group.

LORD MENDELSOHN

Chair

26 March 2024

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STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS SUPPLEMENTARY INFORMATION	888 HOLDINGS PLC

CHIEF EXECUTIVE OFFICER'S REVIEW

Value Creation Plan to deliver sustainable profitable growth

Per Widerström

Chief Executive Officer

INTRODUCTION

I am pleased to take this opportunity in my first Annual Report as CEO of the Group to write to our stakeholders and outline our vision for the future, including our new strategic framework and exciting value creation plan.

The world of betting and gaming has changed significantly over the past decade. There has been a continued push towards local regulation and ever-increasing barriers to entry through significant compliance requirements. This is coupled with rapid technological advancements fundamentally changing the way customers interact with our products and brands.

What that means today is that for those businesses seeking to follow the locally regulated path, scale is critical. It is why industry consolidation continues at pace and was a key strategic benefit of 888 acquiring William Hill in 2022. Outsized returns also accrue to those operators that take leading positions within target markets. To build leading positions, operators need first-class brands, leading products, and excellent people. Our business has these key ingredients for success, but it has yet to unlock its full potential, in part because of the significant impact of regulatory and compliance changes we have made in the past two years.

RENEWED FOCUS AND A NEW IDENTITY

The regulatory and compliance changes we have made in recent years in some of our key regulated markets as well as in our dotcom markets have changed the mix of our business. As a result of this, coupled with the integration activities undertaken to date, the combined business today is fundamentally different to the previous individual businesses that made up the combination.

The consumer brands remain as strong as ever, but to reflect the fact that this is a new company on a new journey, we are proposing to change the name of the Group to evoke plc. This will be subject to shareholder approval at our upcoming 2024 AGM.

We look forward to sharing more about our new corporate brand in due course, but we believe that creating an identity that better reflects the combined Group, our mission and values, alongside the clear strategic framework and value creation plan we are announcing today, will better support the business in reaching its significant potential.

MOVING FORWARD, CREATING VALUE THROUGH CLARITY OF WHAT SUCCESS LOOKS LIKE

In order for the business to achieve its full potential, as well as having a clear Group- wide vision and mission to explain why we are here, it is critical that everyone in the Company has absolute clarity on what success looks like, including what we plan to do, how we will execute our plans, and where we intend to focus in order to maximise our returns.

That's why since joining the business on 16 October 2023 I have made rapid progress in formulating our strategic framework, translating this into a value creation plan, and ensuring that everyone in the business is fully aligned behind it through our One Company programme.

CREATING VALUE

Starting with what we will do; we will deliver high return on equity underpinned by the following key principles:

1. Driving profitable and sustainable revenue growth. We will deliver profitable and sustainable revenue growth by both increasing our player base and by growing share of wallet with our customers. We will utilise our improved customer lifecycle management capabilities to ensure strong sustainable revenues, always underpinned by a clear customer value proposition and our uncompromising safer gambling principles.
2. Improving profitability and efficiency through operating leverage. We will improve profitability by investing into capability build up, in particular through insights, AI, and intelligent automation. Along with our 'Glocal' operating model and supported by our proprietary technology, this will increase our efficiency and deliver greater productivity at lower cost, ensuring that the operating leverage in our business model delivers profitable growth.
3. Being highly disciplined with our use of capital. Our financial leverage is relatively high in the context of our sector, but I firmly believe this will be a significant positive driver of our return on equity and will magnify the returns that we will generate in the coming years. Our business is highly cash generative and we will use this cash wisely to ensure we deliver profitable growth and deleveraging, thereby multiplying our return on equity.

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ANNUAL REPORT & ACCOUNTS 2023

WE ARE AT THE BEGINNING OF AN IMPORTANT AND EXCITING VALUE CREATION JOURNEY. WE WILL UNLOCK THE SIGNIFICANT POTENTIAL OF THE BUSINESS THROUGH

THE IMPLEMENTATION OF A CLEAR STRATEGIC FRAMEWORK AND BY ACHIEVING OPERATIONAL EXCELLENCE AND PREPARING FOR STEP- CHANGE VALUE CREATION, EXECUTED BY A FIRST-CLASS NEW MANAGEMENT TEAM.

The above key drivers of return on equity underpin our bold medium-term targets, which further define what success looks like for the Company:

• Revenue growth of 5-9% per year
• Adjusted EBITDA margin expansion of 100 basis points per year
• Leverage of below 3.5x by the end of 2026

EXECUTING OUR PLAN

Our success in achieving these goals will be underpinned by our ability to drive successful operational execution, which will be my key priority over the coming years. This is the how of our strategic framework.

Our focus will be on strengthening the Group's core capabilities and competitive advantages to create a scalable platform for profitable growth while being laser focused on our customer value proposition. This will comprise three key components:

• First-classand consistent customer value propositions: Ensuring our distinct brands and products are tuned in to our customer needs, offering personalised value with sustainability embedded into every offering.
• Operational excellence driven by data insights and intelligent automation: This allows us to build scalability
  to drive operating leverage, ensure consistent execution, deliver high quality outcomes for customers, and unlock new opportunities for efficiency.
• A winning culture: We are committed to fostering a culture that empowers our colleagues to unleash their full potential and contribute to our collective success.

In order to turn this into tangible actions, drive execution and value creation, we have created six strategic initiatives, which provide the roadmap for delivering our value creation plan:

1. Customer lifecycle management: Building personalised and long-termcustomer relationships which are critical to sustainable growth, driven by intelligent automation.
2. Customer value propositions: Continuously differentiating our brands from the competition and being relevant to specific customer needs.
3. Operations 2.0: Leveraging AI and automation to drive efficiency, effectiveness, and scalability.
4. Product and Technology foundation: Unifying our proprietary technology platform while delivering outstanding products that are aligned with our brands and customer needs.
5. Winning organisation: One Company with a 'Glocal' operating model that has a shared culture that empowers everyone in the business and helps us to attract and retain the best talent to power our value creation journey.
6. ESG: Integrating environmental, social, and governance principles into our core operations to ensure sustainable long- term value creation.

2023 REVIEW

Product and technology:

• Successfully integrated William Hill's Global Trading Platform into 888's proprietary sportsbook for certain sports, driving additional revenue from the expansion of betting markets on 888 and reducing cost from more efficient use of suppliers.
• Launched Mr Green in Germany on the 888 platform and commenced the migration of Mr Green in Sweden from its legacy platform onto the 888 platform.
• Enhanced the AI-powered chatbot, rolling it out onto 888 brands, as well delivering several important safer gambling updates, including adding the control centre product to additional markets.

• Rolled out Section8 in-house games onto the William Hill brand across all markets.
• Went live on William Hill Vegas with the 888 in-house AI powered game recommendation engines.
• Installed over 3,000 new proprietary Self Service Betting Terminals across our retail estate, with over 2,000 replacements and nearly 1,000 new machines to increase our density per shop.

07

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS SUPPLEMENTARY INFORMATION	888 HOLDINGS PLC

CHIEF EXECUTIVE OFFICER'S REVIEW CONTINUED

REFINED MARKET FOCUS

Given outsized returns go hand in hand with market leadership positions, it is more important than ever in today's regulatory and competitive environment that we are laser-focused on where we invest in order to generate superior returns on investment.

Having reviewed our market focus approach, we have redefined our market archetypes to fall under two key categories: Core Markets and Optimise Markets. This simplified approach enables increased focus and investment in our core markets, while maximising cash flow from all markets.

We will remain laser-focused on our four Core Markets - the UK, Italy, Spain, and Denmark - which already generate approximately 85% of our total revenue and nearly 80% of our online revenue, and where we have established strong positions. These are markets that boast attractive long-term growth potential, high barriers to entry, and established regulatory frameworks. In these markets we will continue to leverage our local expertise and diverse brand portfolio to increase market share and drive sustainable profitable growth.

In all other markets, our Optimise category, we will prioritise cash flow generation and value maximisation through leveraging our enhanced capabilities and scale. We will identify future potential core markets where we can target podium positions with our improved organic capabilities or through alternative strategic routes in the coming years. At the same time, we will exit unprofitable markets or monetise assets through alternative operating models, such as local partnerships.

NEW GROUP EXECUTIVE TEAM AND OPERATING MODEL THAT IS FIT FOR PURPOSE AND FUTURE PROOF

One of the key ingredients to success and to drive value creation is having the right people. We have some fantastic people in the business, and an important part of my job is to empower them to add real value as we deliver our strategic priorities. A critical part of this is ensuring we have the most effective management structure and operating model. Often this means fewer layers, optimisation of spans-of-control, and establishment of centres of excellence to provide world-class service. Clarity of accountability is also paramount.

Over recent months we have implemented several changes to our organisational structure to ensure it is fully aligned to deliver our new strategic framework and value creation plan. This has included the transformation of our operating model into a 'Glocal' structure with a revised Group Executive team, with each member having clearly defined areas of accountability across the business. We have significantly strengthened our Group Executive team with seven new external hires to fill critical roles across product and technology, operations, commercial, finance, legal and growth.

We have assembled a truly top-quality Group Executive team that will be laser focused on delivering upon our strategic framework and value creation plan and I am absolutely confident we will unlock our full potential.

MY COMMITMENT TO OUR VALUE CREATION JOURNEY

We are at the beginning of an exciting new journey. We will build on our strong foundations through a clear strategy and focused plan that will deliver sustainable profitable growth and unlock significant value creation. I look forward to updating shareholders and our wider stakeholders on progress against our plans over the coming months and years.

PER WIDERSTRÖM

Chief Executive Officer

26 March 2024

2023 REVIEW CONTINUED

Business developments:

• Realised the full run-rate £150m of cash synergies by the end of the year.
• Completed the sale of the Latvia business in Jun 23 for consideration of up to £22m.
• Completed the sale and leaseback of the majority of the remaining freehold retail units, receiving approximately £20m in proceeds.
• Proactive mix shift away from dotcom markets driven by significantly enhanced risk and compliance framework, with c.95% of revenue coming from locally regulated or taxed markets.

• Positioned the Group for the future regulatory change in the UK with proactive safety actions including reducing thresholds and limits. The shift in customer mix to lower spending customers impacted market share during the year but has set a strong platform for growth.
• Consistent growth in average monthly actives, with FY23 being up +7% to 1.7m.
• Expanded retail presence in horse racing to 53 of 59 UK racecourses
• Achieved best ever rate of contacts per active, with a unified customer service team achieving consistently high satisfaction scores and handling times, while automating an increasing number of processes including chatbot to handle end-to- end queries.

08