La Française des Jeux : Report of the Board of Directors to the combined general meeting of 25 April 2024

LA FRANÇAISE DES JEUX

French limited company with a share capital of 76 400 000 euros Registered office : 3/7 quai du Point du Jour - 92100 Boulogne-Billancourt 315 065 292 RCS NANTERRE

(the « Company » )

REPORT OF THE BOARD OF DIRECTORS TO THE ORDINARY AND EXTRAORDINARY ANNUAL GENERAL MEETING OF 25 APRIL 2024

Dear shareholders,

You are convened to the ordinary and extraordinary annual general meeting on 25 April 2024.

In this context, the reports drawn up by the Board of Directors are made available to you, i.e. the management report, the report on the management of the group and the report on corporate governance (these being included in the Universal Registration Document filed with the Autorité des marchés financiers on 15 March 2024) and the reports of the Statutory Auditors on the parent company financial statements and consolidated financial statements and on regulated agreements.

The purpose of this report is to present to you the various resolutions submitted to your vote.

Resolutions presented to the Ordinary General Meeting

1st et 2nd resolutions -Approval of the parent company financial statements and approval of the consolidated financial statements

The purpose of the 1st and 2nd resolutions is to allow you to approve the parent company financial statements and then the consolidated financial statements of FDJ, as presented in Chapter 6 of the Universal Registration Document filed with the Autorité des marchés financiers (AMF) on 15 March 2024.

In 2023, FDJ recorded gross gaming revenue of €6,614.3 million and revenue of €2,466.9 million. The Company's operating income was €506.6 million and its net profit was €397.0 million.

In 2023, the Group recorded gross gaming revenue of €6,710.4 million and revenue of €2,621.4 million. It generated recurring operating income of €531.8 million and EBITDA of €656.8 million. The consolidated net profit was €425.1 million.

3rd resolution - Appropriation of earnings and determination of the dividend

The purpose of the 3rd resolution is to allocate the profit for the year, i.e. €397,049,870.78.

Taking into account retained earnings of €374,240.16, the distributable profit amounts to €397,424,110.94 from which it is proposed to distribute a dividend of €339,980,000.00 i.e. €1.78 per share. The payment of the dividend is scheduled for 07 May 2024.

The balance of €57,444,110.94 will be allocated to the optional reserve.

You will also be asked to record the amount of dividends paid over the past three years, in accordance with the regulations:

In euros	Dividend per share	Total dividend
FY 2020	€0.90	€171,900,000
FY 2021	€1.24	€236,840,000
FY 2022	€1.37	€261,670,000

4th resolution - Approval of regulated agreements referred to in Articles L. 225-38 et seq. of the French Commercial Code

By voting on the 4th resolution, you are asked to approve the new regulated agreements concluded during the past financial year, presented in the statutory auditors' report and summarised below:

Cooperation agreement "Impact 2024 call for projects - 2023 Edition" with the French National Sports Agency (ANS), the Paris 2024 Endowment Fund (FDD Paris 2024), the French National Olympic Committee (CNOSF) and the French Paralympic Committee (CPSF)

As a reminder, on 28 July 2022, the Board of Directors authorised FDJ to enter into an agreement with the ANS, the FDD Paris 2024, the CNOSF and the CPSF. The purpose of this agreement is to define the terms and conditions for the organisation of the "Impact 2024" call for projects and for the financial support of the winning projects.

FDJ had expressed a desire to be associated with the "Impact 2024" call for projects for the 2022 edition by creating a specific category for increasing female participation in sport. The goal is to back transformative projects that factor in the ambitions and needs of women today (well-being, health, physical condition), together with their personal circumstances and their desire to get involved more freely in sport.

The first two rounds of the Impact 2024 call for projects were held in 2020 and 2021. Impact 2024 is run by the ANS and was initially funded by the Paris 2024 Olympic and Paralympic Organising Committee (Paris 2024), the CNOSF and the CPSF. FDJ joined the call for projects in the third round held in 2022, thereby becoming the first private funding partner for Impact 2024. Furthermore, the FDD Paris has replaced Paris 2024. The ANS is the main operator of the call for projects.

As FDJ wished to continue the partnership for the 2023 edition, the Board of Directors meeting of 19 April 2023 authorised the conclusion of a new agreement for 2023 which was signed on 29 September 2023.

FDJ's financial commitment under this agreement is a grant of €100,000 to be paid before 30

September 2023.

This agreement is subject to the procedure for regulated agreements because it is between the Company and the French State, which is represented on the Board of Directors and holds more than 10% of the Company's share capital; as a result, the Director representing the French State did not take part in the deliberations nor in the vote of the Board of Directors meeting of 14 February 2023 which authorised the conclusion of this agreement.

Cooperation agreement "Gaining Ground FDJ - 2023 Edition" with the National Sports Agency (ANS)

As a reminder, in 2021, FDJ, the National Sports Agency (ANS) and Terre de Jeux 2024 jointly engaged in the "Gaining Ground" project, thereby strengthening the support provided to the

development of sports participation in France. This scheme is wholly funded by FDJ, under an agreement signed with the ANS on 20 September 2021 which defines the terms of action and commits FDJ to provide a budget of €130,000. The agreement had been authorised in advance by the

Board of Directors meeting of 29 July 2021 in connection with the procedure applicable to regulated agreements.

This one-year agreement is expected to be renewed and indeed extended, so that FDJ, as a partner of OJO, can leave a positive and tangible heritage that promotes sport for all throughout France.

Consequently, after being renewed for the first time for the 2022 edition, the Board of Directors of 14 February 2023 authorised the renewal of the same project for 2023. As in previous years, the workings of the project were run by the ANS. It operated in all municipalities that are members of the Terre de Jeux 2024 network and have an FDJ point of sale.

For the 2023 edition, the one-year contract signed on 3 March 2003 is again expected to be renewed in the run-up to the Paris 2024 Olympics and Paralympics.

The scheme is funded entirely by FDJ, with funding of €375,000 provided for 2023: €350,000 allotted for the installation of sports facilities and €25,000 allotted to the ANS for operating costs in

order to strengthen its involvement and reach the target of funding 20 facilities in 2023.

This is supplemented by €199,000 left over from the 2021 and 2022 budgets, giving a total budget for 2023 of €574,000.

This agreement is subject to the procedure for regulated agreements because it is between the

Company and the French State, which is represented on the Board of Directors and holds more than 10% of the Company's share capital; as a result, the Director representing the French State did not

take part in the deliberations nor in the vote of the Board of Directors meeting of 14 February 2023 which authorised the conclusion of this agreement.

5th to 10th resolutions - Composition of the Board of Directors

5th resolution - Reappointment of Stéphane Pallez as Director

The term of Stéphane Pallez, Director and also Chairwoman and CEO since 21 October 2014 after being reappointed by the General Meeting of 05 June 2019, expires at the end of the General Meeting held to approve the 2023 financial statements.

Consequently, by voting on the 5th resolution, you are asked to reappoint Stéphane Pallez as Director for a period of four years, i.e. until the end of the General Meeting called to approve the financial statements for the year ending 31 December 2027.

Stéphane Pallez has been Chairwoman and Chief Executive Officer of FDJ since November 2014.

In her first term of office, she successfully completed a new phase in the Company's development,

launching its digital transformation, while confirming the territorial anchoring of FDJ by investing in its local distribution network in France. In 2019 she successfully completed the company's

privatisation through an initial public offering, which was the foundation for the in-depth transformation of the company and its strategy. During her second term of office she allowed the FDJ Group to enter a new phase in the development and diversification of its business, with thecompletion of two major acquisitions: ZEturf, a French online horse-race betting operator, making the company the fourth largest operator of online gaming and betting services open to competition in France, and Premier Lotteries Ireland, the Irish national lottery operator, thereby strengthening the Group's international dimension. Lastly, she allowed the FDJ Group to enter a new major phase in the development of its competitive businesses in France and abroad with the launch in early 2024 of a takeover bid for the Kindred group, a leading online gaming and betting operator in Europe.

Stéphane Pallez is a graduate of the Institut d'Études Politiques (IEP) in Paris and of the École nationale d'administration (ENA - Louise Michel cohort). She was previously Chairwoman and Chief Executive Officer of the CCR reinsurance group from 2011 to 2014. From 2004 to 2011, she was deputy Chief Financial Officer at France Télécom-Orange telecommunications group. From 1984 to 2004, Stéphane Pallez held various positions in the executive management of the Treasury at the Ministry of Economy and Finance. She was responsible for the Insurance subdirectorate from 1995, became Deputy Head of the Department for French State investments between 1998 and 2000, then Head of the European and International Affairs Department between 2000 and 2004. During that period, she was also Alternate Executive Director for the World Bank in Washington from 1988 to 1990, and technical advisor to the Ministers in charge of the Economy and Finance Pierre Bérégovoy and Michel Sapin, responsible for industrial matters, from 1991 to 1993..

If Stéphane Pallez is reappointed as Director by the General Meeting, she will also be reappointed as Chairwoman and CEO of the Company.

It should be noted that the executive management of the Company is the responsibility of the Chairwoman and CEO, Stéphane Pallez, and a Deputy Chief Executive Officer, Charles Lantieri.

Since the Company's initial public offering on 21 November 2019, the rules of appointment and withdrawal set out in the French Commercial Code have applied to the Chairwoman and CEO.

However, it should be noted that Article 20 of Order 2019-1015 of 2 October 2019 requires that she cannot take office until the Ministers of the Economy and of the Budget have granted prior approval, after consulting the French gaming regulatory authority (ANJ). Furthermore, that same article states that this approval can be withdrawn by order of the Ministers of the Economy and of the Budget, after consulting the ANJ; such withdrawal shall by operation of law cause the Chairwoman and Chief

Executive Officer's duties to cease.

In accordance with the above procedure, the Board of Directors meeting on 19 December 2023, on the recommendation of the Governance, Nominations and Remuneration Committee meeting on 13 December 2023, decided:

• • to propose that the functions of Chairwoman of the Board and Chief Executive Officer remain consolidated, with the appointment of a Deputy Chief Executive Officer on the recommendation of the Chairwoman and Chief Executive Officer;

• • to approve the principle of renewing the terms of office of FDJ's executive corporate directors for a period of four years;

• • to initiate the procedure for requesting the approval of Stéphane Pallez and Charles Lantieri from the Ministers responsible for the Economy and the Budget after receiving the opinion of the ANJ.

Requests for approval for the appointment of the Chairwoman and Chief Executive Officer and the Deputy Chief Executive Officer were sent by letter dated 10 January 2024 to the Ministers responsible for the Economy and the Budget, who had 30 days in which to rule on the said request. By decision of 9 February 2024, the Ministers responsible for the Economy and the Budget, subject to the final decision of the company's governing bodies, approved Stéphane Pallez as Chairwoman and CEO of FDJ and Charles Lantieri as Deputy Chief Executive Officer of FDJ.

Consequently, subject to the approval of the 5th resolution, the Board of Directors meeting to be held after the General Meeting will (i) confirm the consolidation of the functions of Chairwoman of the Board of Directors and Chief Executive Officer and (ii) decide on the appointment of Stéphane Pallez as Chairwoman and Chief Executive Officer for the duration of her term of office as director. It will also vote on the appointment of Charles Lantieri as Deputy Chief Executive Officer for the same term, on the proposal of Stéphane Pallez.

The presentation and the list of Stéphane Pallez' current terms of office can be consulted in appendix 1.

6th resolution - Reappointment of Union des blessés de la face et de la tête (UBFT) as Director

The term of UBFT, Director since 19 December 1978 after being reappointed most recently on 05 June 2019, expires at the end of the General Meeting held to approve the 2023 financial statements. Consequently, by voting on the 6th resolution, you are asked to reappoint UBFT as Director for a period of four years, i.e. until the end of the General Meeting called to approve the financial statements for the year ending 31 December 2027.

UBFT is one of the Company's historical players; it has been involved since the beginning of the National Lottery, the aim of which was to help veterans and victims of agricultural disasters. UBFT was one of the first shareholders and directors of the Company and now holds 10.1% of its share capital. This historical shareholder has supported all of FDJ's structural transformations, from its creation to the present day. Olivier Roussel, permanent representative of UBFT on the Board of Directors therefore has perfect knowledge of the Company and its history. The experience and seniority of this legal entity director contribute very useful background information for the strategic discussions that take place in governing bodies, in a Group that is undergoing profound transformation.

UBFT has been a member of the CSR and Responsible Gaming Committee since the Company's

IPO. Its permanent representative, Olivier Roussel, brings to the CSR and Responsible Gaming Committee his expertise on societal issues.

If UBFT is reappointed by the General Meeting, it will continue to be a member of the Company's

CSR and Responsible Gaming Committee.

For information, Olivier Roussel's (the permanent representative of UBFT) individual attendance rate at the meetings of the Board of Directors and the CSR and Responsible Gaming Committee is 100% over financial year 2023.

The presentation and the list of the current terms of office of UBFT and its permanent representative can be consulted in appendix 1.

7th resolution - Reappointment of Fédération Nationale André Maginot des Anciens Combattants (FNAM) as Director

The term of FNAM, Director since 05 October 2009 after being reappointed most recently on 05 June 2019, expires at the end of the General Meeting held to approve the 2023 financial statements. Consequently, by voting on the 7th resolution, you are asked to reappoint FNAM as Director for a period of four years, i.e. until the end of the General Meeting called to approve the financial statements for the year ending 31 December 2027.

Like UBFT, FNAM is also a historical shareholder of the Company and now holds 4.27% of its share capital. It has supported all of FDJ's structural transformations, from its creation to the present day.

FNAM has sat on the Board of Directors since 2009 and Jacques Sonnet, its permanentrepresentative, therefore has perfect knowledge of the Company and its history. Like UBFT, the experience and seniority of this legal entity director contribute very useful background information for the strategic discussions that take place in governing bodies, in a Group that is undergoing profound transformation.

For information, Jacques Sonnet's (the permanent representative of FNAM) individual attendance rate at the meetings of the Board of Directors is 100% over financial year 2023.

The presentation and the list of the current terms of office of FNAM and its permanent representative can be consulted in appendix 1.

8th resolution - Reappointment of Predica as Director

The term of Predica, independent Director since 18 June 2020, expires at the end of this General Meeting.

Consequently, by voting on the 8th resolution, you are asked to reappoint Predica as Director for a period of four years, i.e. until the end of the General Meeting called to approve the financial statements for the year ending 31 December 2027.

Predica represents a major shareholder of FDJ, with 5.33% of the share capital and 6.90% of the voting rights (held jointly with CAAR). Florence Barjou is currently the permanent representative of Predica on the Board of Directors. She is a graduate of the University of Paris Dauphine and holds a doctorate in economic science (2000) from the University of Nanterre. She received a diploma from the Company Director course at Sciences Po in 2022. She is currently Chief Investment Officer at Crédit Agricole Assurances.

Through its permanent representative, Predica enables the Board of Directors and the Audit and Risks Committee, of which it is a member, to benefit from her financial expertise and her experience of companies operating in an international context.

If Predica is reappointed by the General Meeting, it will continue to be a member of the Company's

Audit and Risks Committee.

For information, as permanent representative of Predica, Florence Barjou's individual attendance rate at the meetings of the Board of Directors and Audit and Risks Committee is 78% over financial year 2023.

The presentation and the list of the current terms of office of Predica and its permanent representative can be consulted in appendix 1.

9th and 10th resolutions - Appointment of a director representing employee shareholders

By voting on the 9th and 10th resolutions, you are asked to appoint a Director representing employee shareholders (and his or her substitute), among the two following candidates, appointed following a single consultation with all employee shareholders of FDJ and its subsidiaries, in accordance with Article 13.1.b) of the Articles of Association of FDJ:

• • David Chianese, main candidate, and Nathalie Deiss, substitute, having received 54.22% of the votes;

• • Frédéric Martins, main candidate, and Sébastien Devillepoix, substitute, having received 45.78% of the votes.

The lists of candidates (incumbent and substitute) and their mission statements are presented below.

The applicant with the largest number of votes during FDJ's ordinary General Meeting of

Shareholders will be appointed Director representing employee shareholders. In the event of a tie after the vote by FDJ's shareholders, the candidate with the largest number of votes during the consultation with employees will be elected Director representing employee shareholders.

The presentation and the Mission Statement of the candidates can be consulted in appendix 1.

Following resolutions 5 to 10, the Board of Directors will still be composed of 15 members: the Chairwoman and CEO;

• • a Director representing the French State;

• • two Directors appointed by the General Meeting of Shareholders on the proposal of the French State;

• • two Directors representing employees;

• • a Director representing employee shareholders;

• • two Directors representing historical shareholders, veterans;

• • six independent Directors appointed by the General Meeting.

Among the 12 Directors to be taken into account for the calculation of the rate of independence and representation of women on the Board, six are independent Directors and six are women. It should be noted that the two Directors representing employees and the Director representing employee shareholders are not taken into account in the calculation basis, in accordance with the Afep-Medef

Code. Consequently, the Board's independence rate is 50%, and the gender equality rate is respected with 50% men and 50% women.

The representative of the Economic and Labour Relations Council sits on the Board of Directors in an advisory capacity.

Below is the composition of the Board of Directors following the General Meeting of 25 April 2024, subject to the approval of resolutions 5 to 10:

Age	Number of offices in listed companies	Independence	Date of first appointment	Date of reappointment	Duration of current term of office	Expiry of term of office	Seniority on the Board on the date of the GM	Audit and Risks Committee	Governance, Nominations and Remuneration Committee	CSR &RG Committee
Stéphane Pallez, Chairwoman and CEO	64	1	21.10.2014	05.06.2019	4 years	GM 2028 (1)	9 years
Directors appointed by the General Meeting of Shareholders
L'Union des Blessés de la Face (UBFT), represented by Olivier Roussel	62	0	19.12.1978	25.04.2024	4 years	GM 2028 (1)	45 years	◆
Fédération nationale André Maginot des anciens combattants (FNAM), represented by Jacques Sonnet	85	0	05.10.2009	25.04.2024	4 years	GM 2028 (1)	14 years
Predica (represented by Florence Barjou from 01 March 2022)	51	1	✖	18.06.2020	25.04.2024	4 years	GM 2028 (1)	3 years	◆
Fabienne Dulac	56	2	✖	04.11.2019	27.04.2023	4 years	GM 2027 (3)	4 years	◆
Xavier Girre	54	1	✖	17.10.2014	26.04.2022	4 years	GM 2026 (2)	9 years	✪
Françoise Gri	66	1	✖	16.12.2020	27.04.2023	4 years	GM 2027 (3)	3 years	◆	✪
Philippe Lazare	67	0	✖	08.06.2022	27.04.2023	4 years	GM 2027 (3)	1 year	◆	✪
Corinne Lejbowicz	63	0	✖	04.11.2019	27.04.2023	4 years	GM 2027 (3)	4 years	◆
Director representing the French State
Charles Sarrazin since 09 March 2020 (replacing Emmanuel Bossière)	49	0	09.03.2020	26.04.2022 (notice of	4 years	GM 2026 (2)	4 years	◆	◆
appointment of Charles Sarrazin)
Directors appointed by General Meeting of Shareholders on the proposal of the French State
Ghislaine Doukhan	56	0	02.02.2017	26.04.2022	4 years	GM 2026 (2)	7 years	◆
Didier Trutt	63	0	17.10.2014	26.04.2022	4 years	GM 2026 (2)	9 years	◆
Directors representing employees
Agnès Lyon-Caen	54	0	12.02.2018	25.04.2024	4 years	GM 2028 (1)	6 years	◆	◆
Didier Pitisi	57	0	25.04.2024	25.04.2024	4 years	GM 2028 (1)	0 year	◆
Director representing employee shareholders
The name of the director representing employees will be announced after the vote of the General Meeting. The shareholders will decide between David Chianese and Frédéric Martins .	25.04.2024	4 years	GM 2028 (1)	0 years
(1) General Meeting approving the financial statements for the financial year ending 2028. (2) General Meeting approving the financial statements for the financial year ending 2025. (3) General Meeting approving the financial statements for the financial year ending 2026.

11th and 12th resolutions: Appointment of Deloitte & Associés and PricewaterhouseCoopers Audit as sustainability reporting auditors

As part of the transposition into French law of the CSRD (Corporate Sustainability Reporting Directive), the companies concerned are required to propose, at the 2024 General Meeting, the appointment of a sustainability auditor whose role is to monitor and verify the sustainability information provided by the company.

Accordingly, by voting on the 11th and 12th resolutions, for the purposes of certifying the sustainability information referred to in Article L. 232-6-3 of the French Commercial Code, it is proposed that the General Meeting appoint: - Deloitte & Associés, statutory auditor of the Company, to certify the sustainability information provided by the Company. By derogation from the provisions of Article L. 821-44 of the French Commercial Code and in accordance with Article 38 of Order no. 2023-1142 of 6 December 2023 relating to the publication and certification of sustainability information and the environmental, social and corporate governance obligations of commercial companies, this appointment will be for a period of three financial years, i.e. until the end of its current term of office as statutory auditor or until the end of the General Meeting called to approve the financial statements for the year ending 31 December 2026, and - PricewaterhouseCoopers Audit, statutory auditor of the Company, to certify the sustainability information provided by the Company. By derogation from the provisions of Article L. 821-44 of the French Commercial Code and in accordance with Article 38 of Order no. 2023-1142 of 6 December 2023 relating to the publication and certification of sustainability information and the environmental, social and corporate governance obligations of commercial companies, this appointment will be for a period of four financial years, i.e. until the end of its current term of office as statutory auditor or until the end of the General Meeting called to approve the financial statements for the year ending 31 December 2027.

13th to 16th resolutions - Approval of the remuneration of Corporate Directors

The purpose of the 13th to 16th resolutions is to submit to you:

• • by resolutions 13, 14 and 15, information concerning and the items of the remuneration paid during or awarded in respect of the year ended 31 December 2023 to the Corporate Directors

  (known as the "ex post vote" on 2023 remuneration);

• • by resolution 16, the remuneration policy for the Corporate Directors for 2024 (known as the "ex ante vote" on the remuneration policy for 2024).

13th to 15th resolutions: ex post vote

By voting on the 13th resolution, you are asked to approve the information relating to the remuneration of all Corporate Directors, namely the two Executive Corporate Directors (ECDs) - Stéphane Pallez, Chairwoman and CEO, and Charles Lantieri, Deputy Chief Executive Officer - and the Directors, for the year ended 31 December 2023.

This information is included in subsection 2.2.2 of the Universal Registration Document filed with the

AMF on 15 March 2024, pursuant to Article L. 22-10-9 I. of the French Commercial Code.

The summary table below sets out the remuneration paid or awarded to Stéphane Pallez during or in respect of 2022 and 2023: