213800GNI3K45LQR8L28 2023-01-01 2023-12-31 213800GNI3K45LQR8L28 2022-01-01 2022-12-31 iso4217:GBP iso4217:GBP xbrli:shares 213800GNI3K45LQR8L28 2023-01-01 2023-12-31 entainplc:UnderlyingItemsMember 213800GNI3K45LQR8L28 2023-01-01 2023-12-31 entainplc:SeperatelyDisclosedItemsMember 213800GNI3K45LQR8L28 2022-01-01 2022-12-31 entainplc:UnderlyingItemsMember 213800GNI3K45LQR8L28 2022-01-01 2022-12-31 entainplc:SeperatelyDisclosedItemsMember 213800GNI3K45LQR8L28 2023-12-31 213800GNI3K45LQR8L28 2022-12-31 213800GNI3K45LQR8L28 2021-12-31 ifrs-full:IssuedCapitalMember 213800GNI3K45LQR8L28 2021-12-31 ifrs-full:SharePremiumMember 213800GNI3K45LQR8L28 2021-12-31 ifrs-full:MergerReserveMember 213800GNI3K45LQR8L28 2021-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 213800GNI3K45LQR8L28 2021-12-31 ifrs-full:RetainedEarningsMember 213800GNI3K45LQR8L28 2021-12-31 ifrs-full:EquityAttributableToOwnersOfParentMember 213800GNI3K45LQR8L28 2021-12-31 ifrs-full:NoncontrollingInterestsMember 213800GNI3K45LQR8L28 2021-12-31 213800GNI3K45LQR8L28 2022-01-01 2022-12-31 ifrs-full:IssuedCapitalMember 213800GNI3K45LQR8L28 2022-01-01 2022-12-31 ifrs-full:SharePremiumMember 213800GNI3K45LQR8L28 2022-01-01 2022-12-31 ifrs-full:MergerReserveMember 213800GNI3K45LQR8L28 2022-01-01 2022-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 213800GNI3K45LQR8L28 2022-01-01 2022-12-31 ifrs-full:RetainedEarningsMember 213800GNI3K45LQR8L28 2022-01-01 2022-12-31 ifrs-full:EquityAttributableToOwnersOfParentMember 213800GNI3K45LQR8L28 2022-01-01 2022-12-31 ifrs-full:NoncontrollingInterestsMember 213800GNI3K45LQR8L28 2022-12-31 ifrs-full:IssuedCapitalMember 213800GNI3K45LQR8L28 2022-12-31 ifrs-full:SharePremiumMember 213800GNI3K45LQR8L28 2022-12-31 ifrs-full:MergerReserveMember 213800GNI3K45LQR8L28 2022-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 213800GNI3K45LQR8L28 2022-12-31 ifrs-full:RetainedEarningsMember 213800GNI3K45LQR8L28 2022-12-31 ifrs-full:EquityAttributableToOwnersOfParentMember 213800GNI3K45LQR8L28 2022-12-31 ifrs-full:NoncontrollingInterestsMember 213800GNI3K45LQR8L28 2023-01-01 2023-12-31 ifrs-full:IssuedCapitalMember 213800GNI3K45LQR8L28 2023-01-01 2023-12-31 ifrs-full:SharePremiumMember 213800GNI3K45LQR8L28 2023-01-01 2023-12-31 ifrs-full:MergerReserveMember 213800GNI3K45LQR8L28 2023-01-01 2023-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 213800GNI3K45LQR8L28 2023-01-01 2023-12-31 ifrs-full:RetainedEarningsMember 213800GNI3K45LQR8L28 2023-01-01 2023-12-31 ifrs-full:EquityAttributableToOwnersOfParentMember 213800GNI3K45LQR8L28 2023-01-01 2023-12-31 ifrs-full:NoncontrollingInterestsMember 213800GNI3K45LQR8L28 2023-12-31 ifrs-full:IssuedCapitalMember 213800GNI3K45LQR8L28 2023-12-31 ifrs-full:SharePremiumMember 213800GNI3K45LQR8L28 2023-12-31 ifrs-full:MergerReserveMember 213800GNI3K45LQR8L28 2023-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 213800GNI3K45LQR8L28 2023-12-31 ifrs-full:RetainedEarningsMember 213800GNI3K45LQR8L28 2023-12-31 ifrs-full:EquityAttributableToOwnersOfParentMember 213800GNI3K45LQR8L28 2023-12-31 ifrs-full:NoncontrollingInterestsMember
Transforming
game
our
Annual Report 2023
Refreshed corporate strategy, focusing on
three strategic objectives (Drive Organic
Growth; Expand online margins; Empower
growth in US) to deliver value for our
shareholders as the next phase of our
transformation
Further expansion into regulated markets
with leading market positions; expansion
into Poland with acquisition of STS
Holdings and partnership with TAB NZ
providing unique access to New Zealand
sports betting market
Enhancement of in-house content and
capabilities with acquisition of 365Scores
and Angstrom Sports
Strong performance of BetMGM boosted
by product and tech enhancements
including Single Account Single Wallet in
27 markets
Only global operator with 100% revenue
from regulated or regulating markets
Launch of new sustainability strategy
including an updated regulatory and safer
gaming charter
Strategic and operational highlights Financial highlights
Group Revenue
£4.8bn
+11% 2022: £4.3bn
Online Net Gaming Revenue
£3.4bn
+12% 2022: £3.1bn
BetMGM Net Gaming Revenue
1
$2.0bn
+36% 2022: $1.4bn
Group Underlying EBITDA
2
£1,008m
+1% 2022: £993.0m
Loss after Tax from
Continuing Operations
£879m
2022: proﬁt of £33m
Adjusted Net Debt
£3.3bn
3.3x (3.1x proforma)
2022: £2.8bn (2.8x)
Proﬁt after Tax from
Continuing Operations before
Separately Disclosed Items
£339m
2022: £224m
Adjusted Diluted EPS
44.2p
2022: 60.5p
01 Introduction
02 We are Entain
06 Investment proposition
08 Chairman’s introduction
12 Chief Executive’s Review
18 The industry in which
we operate
20 How we create value
23 Our strategic framework
38 Regulatory update
40 Sustainability
42 ESG Governance
44 Safer betting and gaming
46 Secure and trusted
platform
48 Working environment
50 Positively impact our
communities
53 ESG KPIs
56 TCFD Statement
64 Engaging with
stakeholders
68 Chief Financial Ofﬁ cer’s
Review
79 ERM and Principal Risks
87 Viability Statement
88 Chairman’s Governance
Overview
89 Board of Directors
92 Governance framework
98 Board Activities during
2023
101 People & Governance
Committee Report
104 Audit Committee Report
110 Sustainability &
Compliance Committee
Report
113 Directors’ Remuneration
Report
138 Directors’ Report
141 Independent Auditor’s
Report
160 Consolidated income
statement
161 Consolidated statement of
comprehensive income
162 Consolidated balance
sheet
163 Consolidated statement of
changes in equity
164 Consolidated statement of
cash ﬂows
165 Notes to the consolidated
ﬁnancial statements
215 Company income
statement
216 Company balance sheet
217 Company statement of
changes in equity
218 Notes to the Company
ﬁnancial statements
223 Glossary
224 Shareholder information
225 Corporate information
1. Represents NGR from 100% of BetMGM.
2. Underlying EBITDA is earnings before interest, tax, depreciation and amortisation,
share based payments and share of JV income. EBITDA is stated pre-separately
disclosed items.
Entain plc Annual Report 2023
1 Overview 8 Strategic report 88 Governance 140 Financial statements
At Entain, we’re on a
mission to provide our
customers around the
world with the most
entertaining experiences,
supported by market
leading player protection
across betting & gaming.
Entain plc Annual Report 2023 01Entain plc Annual Report 2023
1 Overview 8 Strategic report 88 Governance 140 Financial statements
We are Entain
Betting and gaming is in our DNA. It’s the purple
thread that drives our evolution, our people, and our
purpose. We’re the brands our players hold in their
hands – and heart.
Our values
This year, we powered up our people
with a new set of values and behaviours.
These new values form the cornerstones
of our culture, unlock the highest
performance of our teams and lay the
foundations for creating incredible
experiences for our customers.
Our new values mean we’re all looking
towards the same future. At Entain, we:
Do What’s Right
We put our cus tomers ﬁrst and
play a leading part in protecting
our players. We are creating a
work environment where everyone
can be themselves, and act with
integrity all the time. To do what’s
right we must keep ourselves
honest so our people should never
be afraid to speak out if something
feels wrong.
Keep it Simple
We make things easy for our
customers by focusing on them
and their needs. We’re clear on our
goals and who’s accountable for
what, so we all know what success
looks like. We remove complexity
wherever we ﬁnd it, because we all
perform better that way.
Go Beyond
We stay curious. We need to
learn from our successes AND
from setbacks to push forward.
We surround ourselves with the
best people and we put in the
effort needed to turn ambitions
into reality. We embrace
change because that’s when
progress happens.
Win Together
We have a shared vision for Entain.
We collaborate, break down
barriers and share ideas for the
greater good. We never forget
that we’re on the same side, so we
treat everyone the way we want
to be treated. We’re inspired by
our teammates. We celebrate their
success, because when they win,
we all win together.
We only operate in regulated or regulating
betting and gaming markets, which means
we’re focused on delivering asecure and
trusted betting and gaming business for
ourstakeholders.Now,weoperateinover
30 markets, with leadership positions in
the ﬁve larges t regulated markets and
two fastest growing – US and Brazil. And,
through our global scale and household
names, we’re focused on leveraging our
skills, talent and capabilities to elevate
our technology and data insights to create
product s and ex periences like noother.
Entain, today.
Global &
Diversiﬁed
portfolio
Leadership
positions
Customer
Focused
High Quality
Revenue &
Growth
Largest
sports betting
& gaming
platform
Leading
Responsible
Operator
130+
130 licences across
>40 territories
40
Territories
worldwide
42
Currencies
accepted
33
Languages
offered
K
W
c
a
G
W
l
e
f
W
W
W
W
b
g
02 Entain plc Annual Report 2023
1Overview 8 Strategic report 88 Governance 140 Financial statements
30+
Leading brands
Our commitment to sustainability
This year, we introduced our new
Sustainability strategy. A strategy
that makes a real positive impact in
the communities in which we work and
play, one that builds trust with wider
society, and ensures we are a leader in
player protection.
We’re continuously building on insights
and have refreshed our strategy
across four pillars that encapsulat the
sustainability issues that are most
important to Entain, our customers,
investors and partners:
Be a leader in player protection:
Player safety is a fundamental
building block of our business and we
are proud to play a leading role across
our markets.
Provide a secure and trusted platform:
We lead on integrity in everything
that we do. From having the highest
ethical standards, to only operating
in regulated or regulating markets, to
having an aim of gold standard data
protection, and cybersecurity.
Create the environment for everyone
to do their best work: We attract a
broad and diverse audience from the
inside out.
Positively impact our communities:
We play our role in limiting global
warming to no more than 1.5°C
and we create a positive impact on
our communities.
Read more about our sustainability
strategy and commitments in 2023 here.
Our commitment to the customer
1. Customers are the focus of everything
we do.
2. Our purpose is to provide them with
the most entertaining customer
experience supported by market-
leading player protection.
3. We will offer them exciting and
trusted sports betting and gaming
products and services.
4. Listen to and respond to
customer needs.
5. Using our technology platform,
we will continuously innovate to
introduce new products and create a
personalised and localised experience
for each of our customers.
Online 71%
Retail 29%
Other –
2023 NGR Split
Online 75%
Retail 25%
Other –
2023 Underlying EBITDA Split
1
Online sports wagers
£13.7bn
-3% 2022: £14.1bn
Retail sports wagers
£4.3bn
+12% 2022: £3.9bn
Our commitment
to the game
Our divisions
1. New opportunities and Corporate
are excluded as they are negative.
Our leading brands
03Entain plc Annual Report 2023
1Overview 8 Strategic report 88 Governance 140 Financial statements
We are Entain
2017 2019 2020
Our timeline of transformation
Corporate activity
–February – GVC admitted
to LSE Main Market
2016
July 2018 – Created BetMGM, 50/50
Joint Venture with MGM Resort
February 2016 –
GVC acquisition of
bwin.party
2018
Leadership changes
– February – Barry
Gibson appointed
Group’s Non-
executive Chairman.
– July – Shay Segev
appointed as
CEO, succeeding
Kenneth Alexander.
Corporate activity
– November – new
corporate strategy
announced – project
Sunrise re 100%
regulated markets)
December 2020
– GVC Holdings
renamed Entain plc
Business alignment to 100% regulated marketsGrowth through transformative acquisitions
March 2018 – GVC and Ladbrokes
Coral Group completed, creating one
of the largest listed online gaming
businesses in the world
04 Entain plc Annual Report 2023
1Overview 8 Strategic report 88 Governance 140 Financial statements
2021 2022
202
1
2
0
August 2022 –
formation of Entain
CEE (venture with
EMMA Capital, to
create a strategic
platform across CEE)
December 2023 – secured DPA to conclude
HMRC investigation into legacy business
November 2023 – new evolved
3-year plan: organic growth, margin
expansion and US market share.
Leadership changes
– January –
Jette Nygaard-
Andersen appointed
as CEO
M&A activity
– March – acquisition of
Enlabs (Baltics)
– March – acquisition of
Bet. pt (Portugal)
– July – acquired
remaining 49%
of Crystalbet
– September – acquisition
of unikrn (esports and
skill- based wagering)
M&A activity
– January – acquisition of
Klondaika (Latvia)
– February – acquisition
of Avid Gaming/Sports
Interaction (Canada)
– March – acquired
Totolotek (Poland)
– November – acquisition
of SuperSport (Croatia)
Leadership changes
– December – Jette Nygaard-Andersen resigns
as CEO. Stella David becomes Interim CEO
M&A activity
– January – acquisition of BetCity (Netherlands)
– March – announced partnership with TAB NZ
– June – announced 365 Scores acquisition
– August – completed acquisition of STS
– October – completed acquisition of Angstrom Sports
Corporate activity
– January – accelerated exits from unregulated market
– June – equity raise
Evolved strategy
2023
05Entain plc Annual Report 2023
1Overview 8 Strategic report 88 Governance 140 Financial statements
Investment proposition
Entain is a leading consumer-focused business
operating in the global betting and gaming
industry which enjoys attractive dynamics and
structural market growth.
Our strong local brands supported by
in-house technology and operational
capabilities, enable leading positions in
regulated markets.
Execution of our focused strategic
objectives of organic growth, margin
expansion and US market share, will
deliver sustainable long term value for
our stakeholders.
Operates in
large and
growing markets
Diversiﬁed
regulated
operator
Attractive global industry dynamics
Structural market drivers
High-single-digit % growth across our markets
Portfolio optimised for growth and ROI
100% regulated or regulating markets
Diversiﬁed by geography, product & customer
Strong brands underpin leading
market positions
Read more: pages 18-19 Read more: page 26-37
06 Entain plc Annual Report 2023
1Overview 8 Strategic report 88 Governance 140 Financial statements
Focused
execution of
strategic targets
Superior
ﬁnancial
returns
Execution plan
Increased localisation driving engagement &
retention
Disciplined capital allocation
A leader in player protection
Target revenue growth ahead of our markets
Operational leverage supports
margin expansion
Strong operating cash ﬂow & balance sheet
Progressive dividend policy
Read more: pages 23-25
Read more: pages 68-77
Online NGR
+12%(CC)
Dividend
+17.8p
2022: 17p
BetMGM NGR
+36%
Entain is a differentiated customer-focused business
operating in a global industry with attractive growth
dynamics. We are the most diversiﬁed, leader of scale
in our sector, with superior growth embedded across
our business, delivering proﬁtable and sustainable
returns for our stakeholders.
07Entain plc Annual Report 2023
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Investment proposition
Chairman’s introduction
J M Barry Gibson
Chairman
Entain plc Annual Report 202308 Entain plc Annual Report 2023
1 Overview 8 Strategic report 88 Governance 140 Financial statements
our positive contribution to corporate
social responsibility.
Financial performance
During 2023, we delivered Total Group
revenue growth of 14%, with Group Net
Gaming Revenue (NGR), excluding our 50%
share in BetMGM, growing 11%. However,
this was down 2% on a proforma basis
reﬂecting the operational and regulatory
challenges the organic business faced.
We delivered EBITDA of just over £1bn,
despite sacriﬁcing proﬁts as we re-shaped
the business to focus on regulated markets.
Our balance sheet is robust and while
leverage is above levels we would ideally
like over the longer term, our balance sheet
and available cash is healthy. As a result,
we are continuing with our progressive
dividend with a payment of approximately
£113m for the year.
Deferred Prosecution agreement
December’s Deferred Prosecution
Agreement with the Crown Prosecution
Service was important in drawing a much-
needed line under legacy GVC issues.
Confronting these challenges was never
going to be easy, but we can be proud of
the positives – particularly the recognition
of Entain’s extensive co-operation, the
“wholesale changes” within our business
and above all, the acknowledgement
that “the company in its current form is
effectively a different entity”.
Those welcome comments on Entain
and our transformation reﬂect our
commitment to operate only in markets
that are regulated or have a clear
pathway to regulation. We are proud
We’ve made signiﬁcant strategic progress;
lessons have been learned on operational
implementation and we draw to a close a
period overshadowed by the behaviours of
a different era. Entain can now look forward
conﬁdently as a global operator with a
clear and sustainable strategy, supported
by the hard work and commitment of our
31,000 colleagues.
This year the business has:
Delivered Total Group revenue growth
of 14%, including our 50% share
of BetMGM
Finalised a £585m Deferred Prosecution
Agreement (DPA) to conclude the
HMRC investigation into activities by
the company’s legacy Turkish-facing
business, which was sold in 2017.
Accelerated our exit from unregulated
markets, delivering our commitment to
only operate in regulated markets.
Expanded into new regulated
markets, in particular Poland and New
Zealand, whilst withdrawing from less
attractive opportunities.
Reﬁned our operational strategy to
streamline the business, grow revenues
and improve margins, as well as invest
behind our US business to drive market
share gains.
Refocused our leadership under our
Interim Chief Executive, Stella David, and
added new expertise to our Board.
Led by example in our commitment
to safer gambling and player
protection and won recognition for

as a period of necessary, but ultimately positive,
transition for Entain. We strengthened our revenue
base, enhanced our Board, and delivered a satisfactory
resolution to our previous regulatory issues.
09Entain plc Annual Report 2023
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Chairman’s introduction
Geographically, we embedded our footprint
in Central and Eastern Europe in 2023
with Entain CEE’s acquisition of STS, the
leading sports-betting operator in Poland.
Following our acquisition of SuperSport in
Croatia during 2022, STS further consolidates
our position across the region, with a
regulated betting market which is expected to
continue to grow rapidly in the years ahead.
Similarly, our 25-year partnership with TAB
NZ, secured Entain’s position as the sole
licensed operator with access to the very
attractive New Zealand market.
We also enhanced our technology and
product capabilities in the US market with
the acquisition of Angstrom Sports, which
will provide an unrivalled experience for our
customers in the U.S., the most important
and fast-growing new regulated market in
the world. Additionally, bringing 365scores,
one of the world’s leading scores and sports
media companies into our group, supports
our ambitions of improving the customer
experience and broadening our pathways to
growing our customer audiences.
Driving operational focus
In our rapidly consolidating global industry,
acquisitions have been important in
cementing the strategy of our business
and securing leading positions in attractive
regulated markets. As we look forward, in
November we revised our strategic targets,
outlining our plans to drive organic growth
expand our EBITDA margins to 28% by 2028
and deliver on our market share ambitions in
the US. We cannot be complacent and must
recognise that we have to deliver operational
excellence on time, every time and our
management are focused on delivering a
stronger performance in the coming year.
Looking forward we have many opportunities
to improve our performance. Most importantly
we must better leverage the beneﬁts of
our scale whilst being agile to ﬁne tune our
offering to customers and to respond to
changing markets. In the US we’re more
excited than ever about the prospects for
BetMGM and are working with our partners
in MGM to drive our market share to at least
20%. The recent introduction of a new single
wallet capability, new apps and games are
just the beginning of improvements we have
been working hard to deliver and they are
already demonstrating great improvements
for our customers.
of that commitment to deliver higher
quality and more sustainable revenues
in the future despite forgoing around
£100 million of EBITDA from those 140 +
unregulated markets that we have now
exited. In our industry we must embrace
regulation, it’s the right thing for our
customers and it’s the right thing for our
stakeholders. Good regulation, properly
implemented and well enforced, is good
for our business. It improves visibility and
stability of earnings, and means that the
most credible, respected and responsible
operators can engage with customers.
We work constructively with industry
bodies and regulators around the globe to
ensure that wherever we can we inﬂuence
the development and implementation
of better regulation and its application.
We are continuing to cooperate fully with
AUSTRAC in relation to their investigation
into our Australian business, which
commenced in September 2022 and
remains ongoing.
Over time the wider beneﬁts of regulation
will far outweigh the short-term ﬁnancial
cost of market exits. I’m conﬁdent that
because of our strategic decisions, we are
now ﬁrmly on the right road to deliver the
enhanced value our shareholders and other
stakeholders deserve and expect.
Strategic focus on regulated
growth markets
Having gone through a period of re-focusing
our portfolio, we are now the most diversiﬁed
operator of scale in our sector working
exclusively in regulated or regulating markets.
While M&A activity will be much slower going
forward as our focus shifts to organic growth,
we made some key strategic transactions for
the business in 2023.
10 Entain plc Annual Report 2023
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Chairman’s introduction
Our newly formed capital allocation
committee has begun reviewing Entain’s
markets with the goal of maximizing
shareholder value of the portfolio. This will
help the company to effectively manage
its balance sheet as well as be in a
position to make further investments in
growth opportunities.
Fresh perspectives and leadership
I’d like to thank Jette Nygaard-Andersen
for her hard work leading the business for
nearly three years. Having taken the reins
amid the Covid pandemic, she set in place
the foundations of our regulated markets
strategy, executing our portfolio re-shaping
and leading signiﬁcant acquisitions as
well as enhancing our management team.
Jette offered leadership at a time of great
change and challenge for our business.
The conclusion of the HMRC investigation
through the DPA and our revised strategy
provided a natural transition point.
The Board was pleased to be able to call on
Stella David to take on the Chief Executive
Ofﬁcer role on an interim basis. Stella knows
the business extremely well and as an
experienced leader with a strong track
record across many ﬁelds, she is well placed
to drive operational delivery while we seek
a permanent Chief Executive Ofﬁcer – a
process that is well advanced.
Alongside refreshed leadership, we have also
brought fresh experience to the wider board.
We welcomed Amanda Brown as a new
Non-Executive Director and Remuneration
Committee member in November.
Amanda brings extensive commercial and
Human resource experience to us. In January
2024 Ricky Sandler, the Chief Executive
of our shareholder Eminence Capital, was
also appointed to our Board and to our new
Capital Allocation Committee. Ricky knows
our business extremely well and his focus will
be on generating value for all shareholders.
Nobody has a monopoly on wisdom and as
Chairman I believe Entain will beneﬁ t from
the fresh perspectives and constructive
challenge that both Ricky and Amanda
bring. We anticipate further Non-Executive
Director appointments over the coming
weeks and recognise that we need to re-
balance the board’s gender balance following
recent changes.
Pierre Bouchut has also become our
Senior Independent Director and Virginia
McDowell has been appointed as Chair of the
Remuneration Committee. I am chairing the
People and Governance Committee together
with our new Capital Allocation Committee,
which has a clear mandate to ensure a
disciplined return on investment from the
markets and products we choose to prioritise.
Importantly it underlines our ﬁrm commitment
to deliver shareholder value.
Safer gambling and
community engagement
Even though Entain has seen much
transition as a business this year, player
protection remains vital. We continue to
ensure we provide an environment that
is as safe as possible for our customers.
We care about our customers, and we want
them to enjoy their experience, which is why
we developed our Advanced Responsibility
and Care programme to provide an invisible
safety net. ARC has already delivered 1m
proactive interactions, and protected 400k
unique customers from harmful play.
Amidst all the change, another thing that will
never falter is our commitment to investment
in people and making a positive contribution
to the communities in which we operate,
such as through our Entain Foundation.
The Entain Team
Sufﬁce to say any business as complex and
geographically spread as ours has to rely
on a committed team of highly talented
individuals. During this last year we have
beneﬁted from over 30,000 people working
every day to deliver better service and
results. On behalf of the Board, I would
like to thank each and every one of our
colleagues for the hard work, loyalty and
enthusiasm they have shown.
Note
1. Underlying EBITDA is earnings before interest, tax,
depreciation and amortisation, share based payments
and share of JV income. EBITDA is stated pre-
separately disclosed items.
We must better
leverage the beneﬁts of
our scale whilst being
agile to ﬁne tune our
offering to customers
and to respond to
changing markets.”
11Entain plc Annual Report 2023
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Chairman’s introduction
Chief Executive’s Review
Stella David
Interim Chief Executive Ofﬁcer
12 Entain plc Annual Report 2023
1 Overview 8 Strategic report 88 Governance 140 Financial statements
12 Entain plc Annual Report 2023
Dear Shareholder
Entain is a leading sports betting and gaming
business, operating in a global industry with
attractive dynamics and structural growth. We are

only operating in regulated or regulating markets.
Our strong brands, leading market positions and
increasingly localised offering are supported by
in-house technology and product capabilities.
The Group’s strategy is focused on
delivering the most entertaining customer
experience supported by market-leading
player protection to deliver quality
growth and sustainable returns for
our shareholders.
While 2023 presented many challenges
and our performance in some of our
markets was behind our expectations,
overall we made good strategic progress.
We re-shaped our geographic footprint
enabling us to focus on leadership positions
in regulated or regulating markets,
broadened our customer engagement
and continued to implement leading
player safety measures. We also secured
a conclusion to a material overhanging
legacy issue.
Reﬂecting the signiﬁcant progress made
in re-focusing our business, in November
2023 we revised our strategic ambitions,
focusing on key objectives and priorities
for the next three years that will drive
shareholder value.
One of these changes has been leadership.
I have been on Entain’s board as Senior
Independent Director since March 2021
and was honoured to accept the role of
Interim CEO. Although my appointment is
on an interim basis, the business will not be
treading water. We have clear targets to
deliver. I will focus on driving the execution
of our revised strategic priorities until the
appointment of a new, permanent, CEO.
Performance in 2023
During 2023, we achieved total revenue
growth of 14%, including our 50% share
in BetMGM, in spite of operational and
regulatory challenges. We expanded into
the regulated markets of Croatia, Poland
and New Zealand as well as adding to
our capabilities with the acquisitions of
365Scores and Angstrom.
Entain’s operations now span over
30regulated or regulating territories,
with established brands supporting
leading positions in many of our markets.
Regulation remains an over-arching
factor in our industry and for the
Group’s performance. Clear regulatory
frameworks that are appropriate and
well enforced, are positive for us and our
customers. However, in the short term,
they can createheadwinds as signiﬁcant
changesare put in place and uneven
implementation can occur ahead of
consistent enforcement.
During 2023, we managed regulatory
change in a number of our larger markets,
impacting headline organic performance.
The most notable being our implementation
of ever-tightening UK affordability
measures and the persistent lack of
impactful regulatory oversight in Germany.
We estimate the aggregate of regulatory
impacts was a negative 6ppt headwind
to Online NGR performance in 2023.
As a result, proforma
3
organic Online NGR
13Entain plc Annual Report 2023
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Chief Executive’s Review
was down 3%cc
2
versus the prior year,
whilst proforma
3
Retail NGR grew 2%cc
2
.
Total Group NGR, including our 50% share
of BetMGM was up 14% and up 2%cc
2
on a
proforma
3
basis.
We also continued to improve the
sustainability of our business, ensuring
more diversiﬁed, sustainable and
ultimately higher quality earnings.
We achieved another record level of
active customers, with proforma
3
actives
+10%, demonstrating the underlying
strength in our core business as well
as our broadening, more recreational
customer base.
In the UK, Online NGR was down 6%,
reﬂecting the ongoing digestion of
regulatory changes. We estimate that we
experienced a headwind of approximately
c10ppt to our Online NGR growth.
Unfortunately, this drag did not ease during
H2 as we expected due to the imposition of
further affordability measures. The iterative
imposition of cumulative safer gambling
measures throughout 2023 has resulted in
overly complex journeys for our customers.
We continue to believe that restrictions
should be personal and appropriate for
each customer, however, we must ensure
the experience for our customers is smooth.
In the short term we expect that the
measures currently in place will continue
to weigh on performance. However, we are
encouraged that our industry and regulator
are working together to agree a pragmatic
framework for customer safer gambling
checks. If implemented, as currently
anticipated, these will provide a clear and
consistent approach to player protection
for customers across all operators in the
UK. Our focus remains ﬁrmly on acquisition
and retention of customers to grow market
share. In 2023 we grew UK online actives
by +18% driven by continued customer
engagement with exciting marketing
campaigns, new product releases and
wider offering enhancements.
UK Retail NGR was up +2% on a LFL
4
basis with a good performance in both
sports and gaming across both machines
and OTC. Our strong performance is
underpinned by our market leading retail
offering reaching a broader demographic
of customers supported by exclusive and
in-house content coupled with digital in-
shop experiences.
Our business in Italy continues to perform
well, with online NGR up +3%cc
2
versus
2022. The underlying market growth
remains strong and omni-channel
operators continue to outperform.
Despite increased competitive activity,
Eurobet, bwin and GiocoDigitale grew
actives +13% by leveraging our omni-
channel proposition, brand strength and
ongoing investment in our products.
Retail NGR was up +16%cc
2
and the retail
shop network remains invaluable to our
omni-channel offering, with combined
Online and Retail NGR +63%cc
2
versus
pre-Covid levels.
Combined Online NGR in Australia and
New Zealand was up 11%cc
2
, although
down -5%cc
2
on a proforma
3
basis.
In Australia, whilst we experienced a softer
market along with increased competition,
our Ladbrokes and Neds brands continue
to deliver unique content and engaging
products. Entain Australia’s partnership
with TAB NZ also provides a broader
differentiated experience for sports
betting customers in New Zealand as
well as Australia, and we look forward to
customers in New Zealand enjoying an
enhanced experience as our offer migrates
to Entain Australia’s technology platform
in 2024.
Our NGR in Brazil was down 14%cc
2
year on year reﬂecting our disappointing
operational execution in early 2023.
We installed a new management team,
taking swift action to realign customer
acquisition channels, payment processing
and product engagement, and are pleased
to be seeing positive signs from the impact
of these actions taken. As the Brazilian
sports betting and gaming regulation
progresses towards licencing during
2024 the market will remain intensely
competitive. However, we remain excited
for our Brazilian business and believe we
are well positioned in this fast growing
regulated market. Sportingbet remains
a strong brand and we are focused
on rebuilding market share growth,
leveraging an improved app experience,
product innovation, as well as our
14 Entain plc Annual Report 2023
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Chief Executive’s Review
365Scores acquisition supporting growth
going forward.
Entain’s CEE business continues to
perform strongly, maintaining its market
leadership with the SuperSport brand
in Croatia and expanding our presence
across the CEE region with the acquisition
of STS Holdings in Poland. Proforma
3
NGR
was up 13%cc
2
for Online and 4%cc
2
for Retail on a constant currency basis.
SuperSport proforma
3
Online NGR grew
29%cc2 beneﬁtting from its leading omni-
channel offering and its ﬁrst to market
cashout offering, whilst STS Online NGR
was ﬂat year on year, reﬂecting its sports
only offering impacted by customer friendly
sporting results in October offsetting
prior growth.
Our Crystalbet brand remains the market
leader in Georgia and continues to perform
well. Online NGR grew +7%cc
2
, reﬂ ecting
the strength of our operations and brand,
and sees us well positioned as the market
digests increases in online gaming taxes
and licence costs in 2024.
Enlabs continues to perform well, with
profoma NGR +3%cc
2
despite some
markets in the Baltics and Nordics
experiencing more challenging economic
environments. Enlabs delivered +13%
growth in active customers supported
by localised offering of sports and
gaming products.
In Germany, we continue to see the
impact of new regulatory measures
alongside limited regulatory enforcement.
Despite some unregulated operator
exits during 2023, the uneven operating
landscape remains a signiﬁcant challenge
to licenced operators adhering to
regulation. Our Online NGR for Germany
declined year on year. However, our bwin
brand continues to be strong and we
remain positive on the German market’s
long-term prospects, but regulatory
enforcement is critical.
During 2023, we added further capabilities
to evolve our offering and customer
engagement further. Our acquisitions of
365Scores and Angstrom Sports enable us
to expand our content, data and analytical
capabilities, and ultimately enhance our
customer’s experience.
365Scores is one of the world’s leading
sports apps providing highly engaged
sports fans real time action and results.
Its access, content and data insights are
a key part of how we are reinvigorating
our offering in Brazil and addressing this
exciting regulating growth opportunity.
Arguably the most signiﬁ cant for
our business, particularly for the US
opportunity and BetMGM’s performance,
was our acquisition of Angstrom Sports.
Angstrom will provide next generation
sports modelling, forecasting and data
analytics. BetMGM is already seeing
beneﬁ ts from offering customers more
betting markets and more accurate pricing.
With this addition, Entain will become
the only global operator with a full in-
house suite of end-to-end analytics, risk
and pricing capabilities for US sports
betting products.
We are excited to build on BetMGM’s
momentum and successes during 2023.
Its performance inline with targets and
achievement of H2 EBITDA proﬁtability
validates our business model and sees
BetMGM in position to be self funded
going forward.
BetMGM is established as one of the
leaders in the fast-growing, highly
competitive US sports betting and iGaming
market. In 2023, BetMGM continued
delivering good growth, with NGR up 36%
to $1.96 billion and achieved proﬁtability
over the latter three quarters of the year.
Our products are available in 28 markets
with a combined market share of 14%5 in
sports betting and iGaming across the US.
Aligned with our
strategy, 2023
saw delivery of
growth coupled with
sustainability, ensuring
more diversiﬁed,
sustainable and
ultimately higher
quality earnings.”
15Entain plc Annual Report 2023
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Chief Executive’s Review
operational leverage we can expand our
EBITDA margins over time, creating better
returns for our shareholders.
US Market Growth – Our focus to drive
our US performance remains a key
strategic priority. BetMGM is established
as one of the leaders in this fast growing
highly competitive industry. Much of
this success is underpinned by Entain
technology and product capabilities, which
have been signiﬁcantly strengthened for
our US proposition. Entain’s acquisition
of Angstrom further accelerates this,
particularly for our parlay and in-play
products with Same Game Parlay (“SGP”),
SGP+ and new LIVE SGP pricing models.
Our strategic roadmap for 2024 sees
BetMGM invest behind this strengthening
and differentiated offering. BetMGM’s
Big Game commercial campaign, as well
as partnership with X, demonstrate the
drive behind the brand to accelerate player
acquisition and retention. BetMGM is the
only top three operator with a licenced
mobile app live in Nevada. This advantage
will be ampliﬁed when BetMGM’s single
account single wallet functionality receives
licence approval in Nevada. Working closely
with our co-parent, BetMGM will be able to
unlock the power of MGM Resorts unique
omni-channel advantages leveraging
the Las Vegas visitor footfall as well as
tentpole events for a deep and replenishing
pool of players. We remain committed to
empowering BetMGM as it continues to
progress towards delivering c$500m of
EBITDA in 2026.
Drive Organic Growth – We are
rebalancing our portfolio to prioritise
growth and returns, exiting smaller markets
where the timeframe for suitable returns
is too long, such as Chile, Peru, Zambia
and Kenya. In addition, we have closed our
B2C operations of Unikrn and are focusing
on delivering the Unikrn eSports offer
through our existing sports betting and
gaming brands.
We are refocusing our operational
execution on customer acquisition and
retention, by reinvigorating our acquisition
channels and accelerating technology and
product delivery. In two of our markets, UK
& Brazil we see signiﬁ cant opportunities
to drive value through our commercial
excellence programme, including, simpliﬁed
and streamlined customer journeys,
more effective marketing, improved app
experience and products, especially in
sports betting.
Player protection remains embedded in our
ambition to deliver the best experience for
customers, however, our approach must
evolve along with our offering, ensuring it is
localised and appropriate for each market.
Margin Expansion – Having grown rapidly
through M&A we now need to focus on
simplifying our operations, removing
duplication and enabling greater agility.
Our efﬁciency programme, Project Romer,
will not only improve ways of working for
our teams, but will also unlock efﬁciencies
through operational streamlining,
functional integration and restructuring,
as well as deliver net cost savings of £70m
by 2025. Coupled with maximising our
BetMGM also made fantastic progress
against key strategic initiatives, solidifying
the foundations for 2024 and beyond.
As well as delivering substantial
enhancements to our app features, design
and speed, the seamless execution of
SASW functionality across 21 states was
the most signiﬁcant upgrade to BetMGM’s
customer experience. BetMGM players can
now travel across these states, betting
with the same account credentials and
wallet. We have already seen improved
retention KPIs, a 5x increase in new state
bettors who had previously played with
BetMGM in a different state, with multi-
state customers now representing over
20% NGR. Together with our partner, MGM
Resorts International, we look forward
to unlocking this powerful differentiator
for BetMGM customers in Nevada, with
state regulator’s approval of our SASW
functionality expected during 2024.
Revised strategic priorities
The Group has been transformed over
the last four years since becoming Entain,
delivering an improved sustainable
business only operating in regulated or
regulating markets. In November 2023 we
updated our corporate strategy, focusing on
three strategic objectives to deliver value
for our shareholders as the next phase of
our transformation:
Drive organic growth
Expand online margins
Empower growth in US
16 Entain plc Annual Report 2023
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Chief Executive’s Review
Positively impact our communities – We
were proud to be the ﬁ rst betting and
gaming company to formally commit to
a Net Zero target for carbon emissions
with the Science-based Targets Initiative
(SBTi). This reﬂects our ambition to lead the
industry on decarbonisation, along with our
commitment to reduce our absolute scope
1 and 2 (market-based) and material Scope
3 emissions by 42% by 2027 and 60%
by 2030, from a 2020 base year. In 2023,
our Net Zero Action Group developed our
ﬁrst net-zero strategy to help us achieve
these ambitions.
We also want to make a positive impact
on our communities through the charitable
work of the Entain Foundation. Our ﬂagship
Pitching In programme in the UK pioneers
engagement between semi-professional
football and local communities. Our funding
of the Trident Community Foundation
has helped to deliver over 100 initiatives
to improve the lives of thousands of
people across the country. Last year we
also continued to partner with a range
of charities, such as bringing access
to technology with community-based
technology hubs in partnership with
ComputerAid as well as delivering support
to under privileged communities in the US
with the Charles Oakley Foundation.
Notes
1. Awarded; EGR North America Socially Responsible
Operator 2023, SBC Global and SBC LATAM Socially
Responsible Operator of the Year, and Vixio Global
Regulatory Award for Outstanding Contribution to
Safer Gambling.
2. Growth on a constant currency basis is calculated by
translating both current and prior year performance at
the 2023 exchange rates.
3. Proforma references include all 2022 and 2023
acquisitions as if they had been part of the Group
since 1 January 2022.
4. UK Retail LFL YoY NGR is calculated based on shops
that traded for the full year in both 2023 and 2022
5. Market share for last three months ending November
2023 by GGR, including only US markets where
BetMGM was active; internal estimates used where
operator-speciﬁc results are unavailable.
At the start of 2024 we updated our
regulatory and safer gaming charter based
around four principles:
Only operate in regulated markets or in
markets with a clear path to regulating
Committed to a constructive and
progressive relationship with regulators
Always comply with in-market regulation
Take a market leading approach to player
protection in each market we operate,
developing and using tools to identify &
limit customer harm
Provide a secure and trusted
platform – We operate in a highly
regulated sector where the highest ethical
standards are critical in maintaining trust
with our customers and wider society
– from gold standard data protection,
keeping crime out of betting and gaming,
to eliminating poor working conditions in
our supplier base. Through this strategy,
our expectations of ourselves is to exceed
these standards. We have a comprehensive
training programme for all our colleagues
across the Group and I am delighted with
the completion rates.
Governance oversight from the Board
is key to ensuring robust execution and
accountability across the business.
Further details on these processes are set
out in our Governance report on page 96.
Create an environment for everyone to do
their best work – Ensuring we are able to
attract a broad and diverse pool of the best
talent is vital for our success. We aim to
be an employer of choice with an inclusive
and supportive culture, where talents from
all backgrounds can ﬂourish. Our Diversity,
Equity and Inclusion (DE&I) strategy is
built on establishing strong networks and
having launched the Women@Entain
and Pride@Entain groups in 2022, in
2023 we launched Black Professionals@
Entain, a new network designed to create
a culture where black colleagues can thrive
professionally and personally.
As a technology based employer, we also
recognise the importance of encouraging
women to succeed in the sector. In 2023,
Entain partnered with the McLaren F1
team on a returnship programme, providing
unique opportunities for skilled women
to resume their STEM careers. Over six
months, 10 career returners worked at both
Entain and McLaren in roles ranging from
Data Analysts to Software Developers.
The programme received accolades,
including the Innovator of the Year at the
Women in Gaming Diversity Awards.
Sustainability – A key enabler
supporting our growth
In November 2023, we unveiled a refreshed
sustainability charter. This updated charter
was informed by a double materiality
assessment we conducted throughout H1
2023, which identiﬁed how sustainability-
related issues impact our business and how
we impact the environment in which we
operate. Our charter’s four pillar structure
encapsulates the sustainability issues
that are most important to Entain, our
customers and partners:
Be a leader in player protection
Provide a secure and trusted platform
Create an environment for everyone to do
their best work
Positively impact our communities
A leader in player protection – Our
objective is to be a leader in player
protection. In 2023, our safer gaming
programme ARC™ (“Advanced
Responsibility and Care”) was rolled out
across 22 jurisdictions alongside the
continuing optimisation of ARC™ features.
This saw a signiﬁcant increase in the
volume of interactions and interventions
with customers, with 6.1 million ARC™
interactions in 2023, up 121% versus 2022.
In recognition of these efforts, during
2023 Entain won a number of responsible
operator awards
1
including EGR, SBC
and Vixio.
Our new sustainability
charter reiterates
the importance of
sustainability as an
enabler to our overall
corporate strategy.”
17Entain plc Annual Report 2023
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Chief Executive’s Review
2012
£23.0bn
2011
£ 20.0bn
2013
£25.0bn
2014
£28.0bn
2015
£31.0bn
2016
£35.0bn
2017
£40.0bn
2018
£46.0bn
2019
£53.0bn
The industry in which we operate
Source: H2GC
(25/01/2024) –
Global Online GGR
(including offshore).
Global Online Growth
Entain’s Retail operations are in the UK,
Italy, Belgium, Republic of Ireland (ROI),
New Zealand and Croatia.
The UK Retail market was estimated to be
worth £7.2bn in 2023, an increase of 6%
versus 2022, as operator investment in
gaming cabinets and self-service betting
terminals has broadened engagement
with products such as in-play now being
available through SBBI. The UK Retail
market is highly consolidated, with four
operators accounting for over 85% of
all betting shops. Entain is the leading
operator in UK Retail, with over 2000 stores
across the Ladbrokes and Coral brand
covering 96% of all postcodes in the UK.
The Italian Retail sports betting market
is estimated to be worth £1.2bn in 2023,
up from £1.1bn in 2022. Entain operates
via the Eurobet brand as the 3rd largest
operator in the market for over the counter
sports betting in Italy.
The Republic of Ireland and Belgium Retail
markets are smaller, estimated to have
been worth £1.0bn and £0.9bn respectively
in 2023. Entain operates in Belgium and
ROI via the Ladbrokes brand and is the
largest operator in Belgium and third
largest in ROI.
A new market for Entain, Croatia, is
relatively small, valued at £0.4bn in 2023,
however the shops serve an important
bridge for customers between the ofﬂine
(retail) and online experience.
In 2023 Entain gained a Retail presence in
New Zealand, as part of the exclusive 25YR
partnership signed with the New Zealand
government, through which Entain is
responsible for operating TAB NZ, the only
operator with an Online and Ofﬂine licence
in the country.
2023e
Landbased
Gambling
Total Market
Size – £bn
Betting
Casino
Machines
Bingo
Lottery
UK 7.2 18% 1 2% 38% 3% 29%
Italy 15.1 8% 1% 53% 2% 36%
ROI 1.0 38% 5% 27% 4% 27%
Belgium 0.9 14% 12% 20% 15% 38%
New Zealand 1.2 7% 28% 47% 0% 18%
Croatia 0.4 21% 13% 53% 0% 12%
H2GC (25/01/2024) – Landbased GGR
Entain’s Online Markets
Geographically, in 2023 Core markets
represented 67% of the total Online betting
and gaming Market that Entain operated
in. The largest individual countries being
the UK (c15%), Italy (c8%) and Australia
(c6%). In 2023, the UK market grew
10%, with growth unevenly distributed
amongst operators, reﬂecting the timing of
implementation of affordability changes by
operators. The Italian online market grew
13%, as it continued to beneﬁt from the
Ofﬂine to Online transition. The Australian
market shrank 3%, due to tightening market
conditions combined with the lapping of
a very strong 2022, which had beneﬁted
from a lagged Covid effect.
Growth markets accounted for 33% of the
Total Online Market for Entain in 2023,
the majority of which was USA (21%) and
Brazil (5%). The USA grew 43% versus
2022, driven largely by growth of existing
states, as well as the annualization of
2022 state launches. Brazil grew 31%,
driven in part by an increasing awareness
of Online gambling ahead of legislation
aimed at creating a licenced regime which
is expected to take effect in 2024 following
Government approval at the end of 2023.
Global Online Growth
Entain only operates in regulated or
regulating markets. The total global online
gaming market, which also includes
unregulated markets, was estimated to
be worth c£107bn in 2023. Over the past
twelve years the market grew at 13%
CAGR and growth from 2022 to 2023 was
15%, in part driven by same state betting
and gaming growth in US States.
Entain’s markets
Entain’s Online portfolio is categorised into
Growth & Core markets, Core markets are
forecast to grow at 6% CAGR 2023-2026
and Growth markets at 17% on an Entain-
weighted basis.
The next largest market is the unregulated
Asia market which represents 26% of
the global total, followed by regions that
are part regulated, part unregulated
including North America (18%), Oceania
(7%), Latin America (3%), and Africa
(2%). Excluding Asia, Entain has online
operations in countries in these regions.
Retail Online
Entain plc Annual Report 2023Entain plc Annual Report 202318
1Overview 8 Strategic report 88 Governance 140 Financial statements
2021
£84.0bn
2023
£ 107.0bn
2022
£95.0bn
2020
£67.0bn
Share of Global online market by region
Oceania
6%
Latam
8%
Core
67%
Growth
33%
N America
21%
N America
7%
UK
15%
Europe
38%
Oceania
1%
Europe
2%
Africa
1%
Entain’s markets
Core markets (£bn) Growth markets (£bn)
2021 2022 2023 2024 2025 2026 2028 2027
26 26
29
31
33
36
41
38
8
10
14
16
19
22
31
26
2021 2022 2023 2024 2025 2026 2028 2027
Source: Regulus Partners,
Online NGR
11%
Online gaming is forecast to
grow 11% CAGR between
2021 and 2027, with the US
growing at 23%.
2027
Forecast
Entain plc Annual Report 2023 19Entain plc Annual Report 2023
1Overview 8 Strategic report 88 Governance 140 Financial statements
The industry in which
we operate
P
l
a
y
e
r
p
r
o
t
e
c
t
i
o
n
Industry
leading
products
Market
leading
protection
O
n
l
i
n
e
SPORTS
BETTING
GAMING
We provide sports betting
and gaming offerings to
customers through both
Online and Retail channels
We offer our customers
engaging and entertaining
experiences supported by
market-leading player protection
Engaging
customer
experience
How we
create value
R
e
t
a
i
l
20 Entain plc Annual Report 2023
1Overview 8 Strategic report 88 Governance 140 Financial statements
Customers
Customer satisfaction
78%
Positive experience
Safer betting & Gaming
8.7m
Customer interactions in 2023
Our people
Employee Engagement
77%
Actively engaged
Wellbeing
83%
Manager’s care about
employee wellbeing
Communities
Entain Foundation
£100m
Committed over 5 years
Net Zero by
2035
Throughout all operations
Investors
2023 EBITDA
£1bn
Revenue from regulated
100%
and regulating markets
Marketing
Excellence
Product
& Content
CRM and Data Proprietary
Technology
Leading Player
Protection
We create value for
all our stakeholders:
We deliver on our
strategy and create
value by leveraging a
unique set of capabilities…
People and
Talent
Regulatory
Expertise
Global Scale
and Brands
21Entain plc Annual Report 2023
1Overview 8 Strategic report 88 Governance 140 Financial statements
How we create value
How we
create value
We deliver on our strategy and create value by
leveraging a unique set of capabilities.
Marketing
Excellence
We have unparalleled customer
insight that we use to engage our
audiences with new experiences,
media content and marketing to
attract a broader demographic of
recreational players.
Read more: pages 34 to 37
Product & Content
Our award-winning in-house
development studios enable
us to create exclusive content
and innovate to provide our
customers with a richer, more
engaging experience.
Read more: pages 26 to 33
Proprietary
Technology
By owning and operating our own
technology we can be more ﬂexible
and adaptable, keeping us ahead
of the competition and enabling
us to expand into new markets,
provide great products and lead
on responsibility.
Read more: pages 27 to 29
CRM and Data
Our customer CRM capabilities and
player analytics enable a powerful
data-led approach to marketing
Read more: pages 14 to 16
People and Talent
Our people are our number one
asset and our ability to attract and
retain the best minds both within
and beyond the industry is key to
our success.
Read more: pages 46 to 47
Regulatory
Expertise
As the world’s only global operator
operating exclusively in regulated
and regulating markets we have
unparalleled experience of working
with regulators coupled with an
uncompromising approach to
player safety.
Read more: pages 38 to 39
Leading Player
Protection
We provide best-in-class customer
protection through innovative
features, customer support,
communications and our culture.
Read more: pages 44 to 45
Global Scale
and Brands
We offer over 30 leading brands,
some dating back more than 135
years, offering customers a great
trusted offer
Read more: pages 2 to 3
22 Entain plc Annual Report 2023
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Entain plc Annual Report 202322
1Overview 8 Strategic report 88 Governance 140 Financial statements
Our strategic
framework
Before a refresh in November 2023, Entain’s
strategy was based on the two pillars of
growth and sustainability.
Achieved On target Not achieved
Key:
2023 priorities KPIs
Growth
1 Leadership in
North America
Established Top 3 operator with 14% share of Sports Betting
& iGaming market in US and Ontario
NGR $1.95bn, +36% YoY growth
28 live markets with 49% adult population; 4 new launches;
Ohio, Massachusetts, Puerto Rico, Kentucky
Successful delivery of Single Account Single Wallet
functionality across 27 states
Signiﬁcant digital sports offering improvements; app speed,
user experience, broader bet offering
iGaming strength supported by new games & product
enhancements – 33 exclusive new game launches by our in-
house studios (Read more on page 27)
Acquisition of Angstrom Sports (Read more on page 29)
Global Online market
107bn
Group NGR
£4.8bn
Online NGR
£3.4bn
Underlying EBITDA
£1.0bn
2 Grow presence
in core markets
Online Actives +10%, FTDs +7%
Online NGR growth on a compound annual basis over the last
four years of 12%
3 Expanding into
new markets
Entered Netherlands (BetCity completion Jan-23), Poland
through acquisition of STS, and New Zealand through 25yr
partnership with TAB NZ
4 Extend into
interactive
entertainment
Pivoted eSports strategy, Unikrn no longer B2C brand, now
supporting eSports offering for our other brands.
Sustainability
5 Lead on
Responsibility
Rolled our ARC™ across 27 jurisdictions, including real-time
models in 23 jurisdictions.
ARC™ for retail now live across UK and ROI
98% completion rate of annual compliance, safer gambling,
and AML training
Contributed 1% of our GGY in the UK to Research, Education
and Treatment (RET), totalling £18.7m
£20.8m
Contribution to
safer betting and
gaming initiatives
83%
Employee satisfaction with
approach to wellbeing
2035
Target set for
carbon Net Zero
throughout operations
£100m
Commitment to Entain
Foundation over ﬁve years
6 Diversify our
regulated
activities
100% of revenues from regulated or regulating markets since
February 2023
7 Broaden our
customer appeal
F2P
Coral Racing Club – (Read more on page 30)
Ladbrokes Live – (Read more on page 33)
F1 – (Read more on page 37)
8 Invest in our
people &
communities
Entain’s Returnship programme with McLaren Racing
receiving accolades at the Women in Gaming Diversity
Awards and the Personal Today Awards
250+ aspiring champions received SportsAid ﬁnancial
award since 2019, to cover the costs of training, equipment,
and travel.
250 non-league football clubs supported via Pitching In since
2020, reaching their communities
Launch of Black Professionals@Entain network
2023 progress
23Entain plc Annual Report 2023
1 Overview 8 Strategic report 88 Governance 140 Financial statements

corporate strategy. These refocused objectives recognise the progress achieved
by the business, whilst acknowledging there is still further transformation needed
to maximise the opportunities ahead. We have set clear targets and initiatives to
deliver value for our stakeholders. Ensuring focused execution in driving Organic
Growth, Margin Expansion and US market share growth.
The world leader in betting, gaming and interactive entertainment
To deliver the most entertaining customer experience
supportive by market leading player protection
Priorities Enablers KPIs 2023 progress
+7%
Online organic NGR
growth in-line with market
(from 2025, Ex-US)
Ongoing optimisation of market portfolio to
maximise growth and ROI
Implemented Comprehensive commercial
and operational excellence program in
key markets
Build on capabilities and innovate our
sports product
>28-30%
>28% for 2026
30% BY 2028
Online EBITDA margin
(Ex-US)
Launched Project Romer to create a more
agile organisation and drive gross cost
efﬁciencies of c£100M
20-25%
20-25% market share
Capitalise on new product and pricing
capabilities, and omnichannel
Delivery of Single Account, Single Wallet
functionality in 27 markets
Enhancement of in-house content and
capabilities through acquisition of Angstrom
People and culture
Technology and product
Governance
Organic
growth
Grow presence in
existing markets,
synergistic
adjacencies
Margin
expansion
Drive margin
expansion
through scale
and operational
leverage
US market
growth
Empower proﬁtable
growth and share
gains in the US
Purpose
Vision
24 Entain plc Annual Report 2023
1Overview 8 Strategic report 88 Governance 140 Financial statements
Entain plc Annual Report 202324
1Overview 8 Strategic report 88 Governance 140 Financial statements
Strategic framework
Risks Links to Remuneration
Principal risks
1
2
3 4 5
6
7
8 9
10
Read more:
pages 83 to 86
Executive annual bonuses
are linked to Operating
Proﬁt, Online NGR growth
and safer betting and
gaming targets and
customer metrics.
Safer betting and gaming
metric and customer
satisfaction metrics
implemented for 2023
bonus schemes.
Principal risks
1
2
3 4 5
6
7
8 9
10
Read more:
pages 83 to 86
Principal risks
1
2
3 4 5
7
8
10
Read more:
pages 83 to 86
Sports betting
and gaming
courses through
our DNA. It’s the
purple thread that
steers our evolution,
guides our people
and shapes our purpose.
25Entain plc Annual Report 2023
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25Entain plc Annual Report 2023
1Overview 8 Strategic report 88 Governance 140 Financial statements
Strategic framework
our technology
and product
Entain today, is underpinned by incredible talent, in-house
technology and leading product capability. We have
hundreds of always-on sports data and game supplier
integrations, which we bring to life as easy to play games

way. With the largest RMG platform in our industry and
a sportsbook powering approximately 1.8K matchers
per day, we’re evolving our strong in-house technology,


Shaping
the game:
Entain plc Annual Report 2023
1Overview 8 Strategic report 88 Governance 140 Financial statements
Entain plc Annual Report 202326
Our award-winning in-house gaming
studios have continued to go from
strength to strength in powering our
brands globally and providing our
customers with exclusive gaming
experiences. From branded BetMGM

non-traditional tap games, our in–
house team has now delivered over 300
titles to our retail and digital brands.
Demonstrating that our customers love
our products, one of our original 2023
games, Pig Banker, saw over double
the revenue of an average in-house
new game within 60 days of launch.
Pig Banker was so popular with our
customers, that it trotted to the top 3
games worldwide, including number 1 in
the UK, Brazilian, and Canadian markets.
And to top things off, the follow up
release, “Pig Banker: Three Little Piggies”
proved to be an immediate player hit by
taking the top spot for spins per player to

Our in-house gaming team also had
cause for celebration in 2023, launching

game “Pot O’ Fortune: Golden Tap”, which
reached the top spot for GGR for game
release of its type when compared to third
party releases.
In-house gaming at Entain
+26%
2023 In House Studios GGR
increased by 26% vs 2022

all live products across all
3 studios)
+28%
Active players on in-house
games across non US

vs 2022
+18%
Average spins per active
also increased by 18% vs
2022 showing players are
engaging more with our
in-house products
14
In-house studios saw GGR
growth across 14 European


33
new in-house games
launched in the US 2023
The milestones
reached and quality
delivered this year
are a testament
to the unrivalled
creativity and hard-
work of our people
in our in-house
game studios.
We’re proud of the
way we develop,
construct, and bring
to life the exclusive
gaming experience
for our customers
across our brands.”
Ciara Nic Liam
Gaming Director
Continued on next page
Entain plc Annual Report 2023
1Overview 8 Strategic report 88 Governance 140 Financial statements
27Entain plc Annual Report 2023
When it comes to in-house technology
at Entain, our trading team are right
at the heart of it. Our in-house trading
platform is powered by our own propriety
technology, which turns millions of
real-time data points into odds for our
customers. Every kick, goal, overtake and
point scored is integrated from multiple
data feeds and turned into a betting
opportunity for players worldwide.
What makes our in-house tech so
fundamental to our transformation is the
strength of its core. With it, we’re set up
to be able to tweak, adapt and localise
the peripherals of our platform to suit the
needs of our players, all over the world.
The technology that powers our in-house
trading platform
28 Entain plc Annual Report 2023
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Betstation brings a market
leading digital experience
to our players which is a cut
above the rest.”
Introducing Angstrom:
next generation sports
betting
Our Retail technology
-Major milestones hit
for our digital in-shop
experience
Last October, we completed the acquisition of the newest
member of the Entain Group, Angstrom. Angstrom Sports’
unrivalled sports modelling, forecasting and data analytics
provision simulates predictive modelling, in order to create
highly sophisticated pricing and forecasting capabilities.
In short, it will be a game changer for our in-house trading
technology. Angstrom will enable BetMGM to provide endless
moments of excitement for fans in the US, with the most
accurate lines in the industry. The acquisition secures Entain as
the only global operator which will have a full in-house suite of
end-to-end analytics, risk and pricing capabilities for US Sports
betting products.
We hit a milestone moment last November, as Group BetStation
went live in our 1000th shop in the UK & Ireland Retail Estate.


players that’s a cut above the rest. Our in-house developed
software gives customers the freedom to place their bets in

power to place in-play bets on sports around the world.
29Entain plc Annual Report 2023
1Overview 8 Strategic report 88 Governance 140 Financial statements
With over 30 brands, across 40 markets, we’re able to provide
entertaining experiences to customers all over the world. But it’s
not just through our core product offering that our customers
engage with us. At Entain, we go beyond the game to enhance
the sports betting and gaming experience for our players –
beyond a bet, scroll or tap.

customers closer to the action than
ever before following the launch of the
free-to-join Coral Racing Club. The club
provides a unique opportunity for racing

a racehorse owner through unmissable
content, priceless opportunities,
exclusive offers and much more.
Now over 160,000 members strong, the

It has created thousands of unforgettable
memories with its stable of 10 racehorses,
including over 1,000 raceday tickets won
by members, 37 unique ‘owner for the
day’ experiences created and in excess of
£40,000 being shared in prize money.
For many years Coral has demonstrated a deep
passion for, and commitment to, British Racing,

expanded our sponsorship portfolio to become
the leading bookmaker sponsor in the UK.
And now, with the Coral Racing Club, Coral
is doing more than any betting operator has
done before to grow the appeal of racing and
promote the sport.”
Simon Clare
Director of PR
Continued on next page
A year of Coral Racing Club
Entain plc Annual Report 2023
1Overview 8 Strategic report 88 Governance 140 Financial statements
Entain plc Annual Report 202330
Beyond
the game:
customer
experiences
1Overview 8 Strategic report 88 Governance 140 Financial statements
31Entain plc Annual Report 2023
Elevating the social betting
experience with STS and Eurobet
STS’s new brand campaign, Kocham


the last few months in the form of a
new ecosystem designed to inspire
customers. It incorporates a new smart

experience and empowers customers.


partnership extension
Eurobet’s ReadyBet
Empowered by a seamless digital
experience across various devices,
Eurobet’s Readybet effortlessly

Readybets, generated weekly through
inputs from retail shop managers,
the trading room, marketing teams,
and even digital and retail customers,

betting experience. Offering a curated
selection of “wise” picks from reputable
and successful sources, the Readybet
platform fosters a sense of community
by turning customers and betting shops
into interactive “tipsters.” Enhanced with
dedicated promotions and challenges,
this approach bridges the gap between
conventional sports betting and a social
experience, creating a vibrant marketplace
accumulator bets.
Last year, our joint venture BetMGM
continued to offer fans unforgettable
entertainment built around the game they
love, with a multi-year extension of their

League (NHL
®
).
‘Players Bet’ is built
around the trusted
community of STS
players who draw
inspiration from each
other’s bets, including
bets shared by the
best players with a
proven track record
of effectiveness.
Over 2 million bets
have been copied in
2023 indicating that
players actively seek
bets from trusted
sources. The fact that
51% of copied bets
are turning into real
bets, shows the

of this feature and
the power dormant
in the community.
Through team-branded casino games,

slot game, Gold Blitz, VIP fan experiences,
and sponsored branding in national
broadcasts, players will experience the


Collection, Wild Multiplier Free Spins, and

teams and the league’s iconic shield. It’s
through these exciting activations that
BetMGM will continue to deliver new ways

sport they love.

space on the STS site that allows players
to copy bets shared by other players, check
out success rates of other betters, duplicate
their bets and chat with each other on
a forum fostering a sense of community
amongst customers.
STS is the only operator in Poland offering
this free, community-driven feature,
reinforcing our commitment to a smart and
socially connected betting future.
32 Entain plc Annual Report 2023
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
dreams on Europe´s big stage
The launch of

Last year we embarked on an exciting
new era for Ladbrokes, connecting
thousands of fans with free events
through the Ladbrokes LIVE platform. In
The O2, AEG Presents, and NME, we’re
working with three of the biggest and
most iconic brands in the entertainment
industry and this means we will be
able to reward our audiences with the
chance to attend some of the most
exciting live shows in Britain for free.”
Kelly Rose


furthered its ambition to provide
customers with excitement beyond


entertainment platform that rewards
thousands of fans with free access to
the UK’s best live music, comedy and
sports events, powered by exciting

partnerships with The O2, AEG

The unique collaboration between
Ladbrokes and NME has also seen the
return of the iconic Club NME nights with
a series of dates across the UK featuring
incredible headline talent and unmissable
DJ sets. Fans have been able to win free
access to Club NME nights through the
Ladbrokes LIVE platform.
With over 135,000 plays and hundreds of
tickets already won in 2023, we are giving
reasons for consumers to engage with us
again and again in, everyday play.
Besides bringing pure entertainment and joy to the football fans and
uniting players from across Europe, bwin and other Entain brands were
able to generate unrivalled brand presence across the continent during
the 22/23 season, with branding visible at 80% of all matches across
56 countries; 20% of this being Responsible Gambling messaging.

we’ll be there for every shot, pass and tackle to make the third season
an even better one for our customers.” Gemma Bell, 
For the past two seasons (21/22 & 22/23)
bwin has delivered the ultimate football
experience by giving fans the opportunity
to play in ‘the bwin Fans Final’ in the
UEFA Europa League Final Stadium.

Arena, the day after the UEFA Europa
League Final in Budapest.

UEFA Europa League and UEFA Europa
Conference League, bwin laid out the red
carpet in Budapest for 40 customers who
witnessed the UEFA Europa League epic
between Roma and Sevilla unfold, before
taking to the turf of the Puskas Arena the
next day. Customers were treated to pre-
match training sessions, personalised kits
and the opportunity to lift a customised
trophy just like the Sevilla players did a
few hours prior. Joined by legends Esteban
Cambiasso and Luis García, the bwin
Fans Final saw dreams brought to life
for our players. An intimate lunch with
the ambassadors and the nomination
of the Player of the Match rounded the
experience into an unforgettable event
with one of the winners stating: “These
days I will never forget, the memories
will live with me forever. It was the best
football trip ever, a dream came true, what
a privilege to have been part of it.”
33Entain plc Annual Report 2023
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Championing
the game:
Advertising
34 Entain plc Annual Report 2023
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Entain plc Annual Report 202334
All of our brands have their own unique identity – from the striking blue of Coral to
the playful orange of Foxy Bingo. It’s our heritage and brand recognition that has
built up such trust with our customers, and it’s through this trust that we’ve been
able to push boundaries with iconic advertising, activations and campaigns.
Last year saw Foxy Bingo’s ‘Get Your
Fox On’ ATL campaign level-up with

Salon and The Celebrity Swap Shop.
Continued on next page
Opened by Geordie Queen, Vicky
Pattison, Dirtie Gertie’s Mullet-only Salon
in Newcastle offered consumers free
mullet haircuts, foxy nails and games of

of pedicabs and iconic parts of the centre
were turned purple and orange with
incredible out-of-house advertisement,
with over 2 million impacts. In total, the
campaign gained a 1.1 billion reach via
media coverage, gave 94 dodgy haircuts
and engaged whole new community of
Foxy fans.
Get Your Fox On with
Foxy’s Celebrity Swap
Shop & Mullet Salon
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35Entain plc Annual Report 2023
Gala’s Jolly Good
Fish and Chip hotel
Eurobet.Live with
Luca Toni
Gala Bingo continued to build community spirit amongst


iconic bingo call 33, Gala’s ‘The Jolly Good Fish & Chip Hotel’
gave British seaside goers the chance to enter Gala Land and

as games of bingo.
The activation built on Gala’s ‘Where A Little Joy Goes A Long

last summer With over 800 consumers attending the prototype
hotel and 314 million people reached via earned social media
coverage, it’s safe to say customers experienced the brand in a
whole new way, combining the classic charm of the Great British
seaside with the wonder and joy of Gala Land.
Eurobet.live elevated the football experience for fans across

Cup winner, Luca Toni, as it’s presenter. The campaign
seamlessly integrated the excitement of live scoring with
the thrill of the matches themselves, providing viewers with
real-time updates, insights and analysis, detailed statistics
and engaging multimedia content.
Eurobet.live not only celebrated the passion and excitement
of football, but also underlined its commitment to providing
fans with a comprehensive and immersive platform to stay
connected to the game they love. Eurobet.Live has also
strengthened it’s connection with fans, through prestigious
partnerships with several Serie A teams, including the iconic
Juventus as well as a partnership with the entire Serie C league.
These strategic alliances
served as a powerful bond
between the Eurobet.live
brand and football fans
on the ground, solidifying
its position as the premier
platform for live scoring,
results, and multimedia
content in Italy.”
Alexis Grigoriadis
Marketing Director, Italy
Get Your Fox On with Foxy’s Celebrity
Swap Shop & Mullet Salon continued
In the wake of Foxy’s new laundrette
theme ads, the team brought the screen
to life up north with The Celebrity Swap

where locals swapped drab for fab
and get their hands on a celebrity item.
17 celebrities donated items to the
laundrette, and in total, 23 bags of clothes
were donated to charity. Foxy consumers
took to the laundrette to experience
the brand’s new and engaging identity
and with free Bingo sessions on site.
The brand saw a 17% increase in betting
players from the activation.
36 Entain plc Annual Report 2023
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

and our joint venture, BetMGM, left



From exclusive grandstand hospitality to
the excitement of experiencing incredible
entertainment within touching distance
of the track in their retail shops, BetMGM
bolstered the anticipation of placing bets
on the race with awesome experiences
throughout the GP weekend. The team
also pulled off some incredible activations
with McLaren Racing; from BetMGM’s
logo being centre stage on the car to
a series of marquee and On-property
digital placements, BetMGM certainly
gave F1 superfans an experience to
never forget.
The spectacle received 3X the number
of bets compared to any other F1 event
in the company’s history. The Las Vegas
GP certainly shattered records for the
King of Sportsbooks.





yearling for two separate races, as well as an

Classic. This year, TAB became the naming rights
sponsor for the meeting, and with three $1m

TAB wanted to do something different to attract
attention of customers.
A few days before the meeting, Entain Australia
and NZ took over the second tallest freestanding
structure in the southern hemisphere, Auckland’s Sky
Tower, and projected the barrier draw for the three
main races onto it. Watched on by trainers, owners
and horse racing fanatics, the incredible display
revealing which horse starts where, set the scene for
a weekend that ended up smashing records for TAB’s
horse racing history.
The six-race meeting saw a 26.6% increase in
turnover compared to the highest wagered meeting



of the day set a record for the most wagered race in
New Zealand, with Year-on year-turnover for the TAB
Karaka Millions up 66%.

Known for its massive audiences, thrilling action, much-anticipated commercials,


huge opportunity for BetMGM to be at the centre of the action, having the world’s

To maximize this opportunity, Entain
launched its new Nevada app with access
to BetMGM’s full sportsbook offering,
weeks before the Super Bowl, giving the
best BetMGM experience to the NFL fans in
Nevada for this landmark event.
Then, BetMGM set out to do what so
many other brands struggle to do in this
domain, carve out a memorable Big Game
commercial that perfectly complements and
establishes a connection with the brand.

its three-part campaign which featured
the never-before-seen pairing of sports
legends, Tom Brady and Wayne Gretzky,
along with actor Vince Vaughn, marking an
iconic moment for BetMGM.
The BetMGM team didn’t stop there.
In addition to the advertisement, BetMGM
executed a multi-faceted approach to
“Win Las Vegas” for Super Bowl week.
Alongside extraordinary VIP experiences
with celebrity ambassadors, BetMGM
painted Las Vegas gold and black with
a variety of outdoor, indoor, digital and
special advertising campaigns that
greeted fans from the moment they get off
the plane.

with X in a one-of-a-kind collaboration to

platform, starting with the Super Bowl and
continuing through 2025.
Regardless of who was the Super Bowl
champion, BetMGM came out a winner.
The new platform was able to handle
a 30% uplift in activity over the Super
Bowl weekend and a 72% increase in
customers from the 2023 Big Game, thanks
to the incredible efforts and collaboration
between the Entain, BetMGM and
MGM teams.
Smashing
records under
the neon lights of

37Entain plc Annual Report 2023
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Regulatory
update
Unlike slots and poker, casino table games
are regulated on a state-by-state basis.
The states may either create a monopoly
or issue as many licences as the state has
land-based casinos. By the end of 2023,

North Rhine- Westphalia had opted for a
licensing system. To date, only Schleswig-

process, but the group has opted not to
apply for a licence for commercial reasons.
In North Rhine-Westphalia, details on the
tendering process were expected to be
published in 2023 but due to various delays,
the details are now expected in Q1 2024.
Entain looks forward to participating in
this process.
Germany

now been operational in Germany for over
a year. Encouragingly, the GGL has been
more proactive in issuing sanctions against
unlicensed operators, but we still see room

continuously working with the regulator
and state governments to push for more
effective enforcement against illegal
operators and in 2023 worked jointly with
the University of Leipzig and the local online
casino association to produce a study
investigating the scale of the issue.
While the Group was granted three slots
and two poker licences in November 2022
and the Group´s sports betting licences
were also extended for another 5 years in late
2022, the restrictive environment in Germany
continues to prove challenging. The process
for managing playing limits for slots, poker
and sports betting remains one of the most
pertinent regulatory challenges for licensed
operators. There is also mounting political
pressure for stricter sports betting advertising

Interstate Treaty is set to be published soon.
The UK
The UK Government published its White
Paper of the 2005 Gambling Act Review
in April 2023. As expected, this document
included consultations on a number of
areas, including online slots staking limits;

levy for research, education and treatment;
additional requirements on game design
and direct marketing as well as the creation
of an Ombudsman. We continue to engage
government actively in this process, both
directly and via our trade body. We have
continued to develop and enhance our
Advanced Responsibility and Care™


risk, as well as targeted interventions and
interactions. Whilst many of the changes
within the White Paper can be achieved via
secondary legislation, we are collaborating
with the other major operators to voluntarily
progress initiatives such as a single
view of the customer and the creation of
an Ombudsman.
Gaming is a truly global market and in 2023 the Group held licences in over
30 jurisdictions across the world. The Group is committed to only operating in
regulated or regulating markets and as from February 2023, 100% of the Group’s

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 the consumer with proper protections and
safeguards by ensuring that only responsible providers operate in the market.
38 Entain plc Annual Report 2023
1Overview 8 Strategic report 88 Governance 140 Financial statements
Africa
In late 2023, Entain decided to withdraw
from the regulated markets of Zambia and
Kenya but the Group remains committed to

in South Africa, where it has been present
for a number of years.
US
The sports betting regulatory activity
continues at pace in the United States.
Kentucky, North Carolina and Vermont are
amongst the US states that have regulated
in 2023. Rhode Island has been added
to the list of US iGaming states. Finally,
additional states have adopted, or are in
the process of adopting, modernised forms
of responsible gambling regulation; a trend
Entain welcomes with an eye on the long-
term sustainability of the US market.
Bearing in mind that over 35 US states
have already allowed for sports betting in
one form or another, the Group remains of
the view that in the coming years some 40
or even 45 US states will have regulated
sports-betting, which will provide BetMGM
with even broader market access across
the country. The number of states that
permit online casino is also expected to
grow in the years to come – for example the
state of New York as already announced
its intention to attempt iGaming regulation
in 2024.
LATAM
In Latin America, Brazil adopted a law
that allows for domestic licensing of sports
betting and online casino in late 2023.
The law will be implanted throughout

market expected to launch at some point
in Q3 2024.The regulation will extend to
all online gambling verticals, including
sports betting and gaming, and will allow
for an open licensing system subject to
payment of betting and other taxes and
fees. Furthermore, the Group has launched
licensed operations in Mexico under its
bwin brand.
There was better news in France where
we have seen nascent discussions
about the possible legalisation of online
casino, while in Croatia the Government
completed a regulatory review and is now
looking to bolster its efforts to tackle the
illegal market.
At the end of 2023, Entain only operated in
two markets in Europe where it is not yet
locally regulated. Despite our best efforts
in Austria, there have been no changes to
the status quo and the Government has
no imminent plans to initiate the reforms it
announced in March 2021. Nevertheless,
we will continue to push for regulatory
reforms. Encouragingly, in Finland the

process of dismantling the monopoly in
favour of a licensing system that we expect
to come into force sometime in 2026.
Australia
A parliamentary inquiry issued a report
in 2023 calling for a ban on gambling
advertising as part of a 31-point plan to
reform the Australian gambling market.
It also proposed various other measures
including the establishment of a single
national regulator and a formal duty of
care. We expect the Government to come
forward with its response to the report and

Elsewhere, the National Self-Exclusion
Register BetStop launched in August, while
a ban on credit card betting was adopted in
December 2023 and will come into effect in
mid-2024.
Canada
The Ontario online betting and gaming
market became regulated on 4 April 2022,

Province to issue domestic licenses for
private operators. Entain operates in
Ontario through its bwin and Party brands
as well as Sports Interaction, a Canadian
brand the Group acquired in February 2022.
Going forward, other Canadian Provinces
such as Alberta and British Colombia are
expected to introduce regulation.
Other Europe
In 2023, wide-reaching advertising
restrictions were introduced in Belgium,
while a pending parliamentary bill and a
draft Royal Decree could impose further
restrictions on local operators in 2024.
Fortunately, the sector was successful
in blocking a proposal to introduce an
additional 5% tax which would have had a
detrimental impact on licenced operators
and encouraged customers to move to black
market operators and therefore reduce
player protections.
In the Netherlands, Entain completed
the acquisition of BetCity in January
2023. National elections took place in
November and we await the formation of
a new coalition government which could
lead to change in direction for gambling
policy. We are also expecting the Dutch
authorities to come forward with new
proposals on playing limits, AML and
duty of care requirements which are likely
to come into effect in 2024 and impose
stricter compliance requirements on
operators . The headline gambling tax rate
also increased by 1% to 30.5% from 1st
January 2024.
In Italy, the Government published a
new framework law in 2023 laying the
foundations for potentially wide-reaching
sectoral reforms to be enacted in 2024
and beyond, including an overhaul of the
current gambling licence tender procedure
which will increase licensing costs and
impose stricter regulatory requirements on
operators. In Spain, the government has
moved oversight of gambling to a newly-
formed Ministry, while plans to introduce a
system of cross-operator limits remain on
the medium-term agenda. In Ireland we are
still awaiting the enactment of the pending
Gambling Regulation Bill that will introduce
a formal regulatory and licensing regime for
online gambling. In  a draft law
has been published to amend the Gaming
Act, including the introduction of a B2B
licence regime to take effect from 2025.
In 2023, we have seen tax increases
announced in several of the markets where
we operate. The Prime Minister of Georgia
announced plans to increase taxes for
online gaming from 10% to 15% GGR, and
player winnings withholding taxes from
2% to 5%, effective from 1 January 2024.
The Swedish government has announced
its intention to increase the rate of gaming
tax from 18% to 22% with effect from 1 July
2024, while the Latvian Government plans
to increase online gambling tax from 10% to
12% GGR from January 2024.
39Entain plc Annual Report 2023
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Regulatory update
At Entain, sustainability is a key enabler of our corporate strategy.


2023 was a pivotal year for sustainability
at Entain as we unveiled our new
Sustainability Strategy, building on our
longstanding commitment to sustainability
and taking it to the next level.
With this new Strategy, we wanted to
strengthen our sustainability leadership
position as well as listen to our stakeholders
and respond to the changing Environmental,
Social, and Governance (“ESG”) landscape.
We conducted a double materiality
assessment to help us understand our
unique sustainability-related risks and
opportunities, as well as our impacts on
society and the environment. We conducted
surveys and interviews, analysed industry
reports, and held leadership workshops,
gathering input from over 250 internal
and external stakeholders from around
our business, to understand how we can
ensure we are supporting value creation to
all stakeholders.
These insights helped us develop a
strategic framework that will focus our
sustainability actions in the coming years.
Our new approach, which is presented on
the next page, is structured across four
pillars that encapsulate those ESG issues
that are most important to Entain, our
customers, investors, and partners:
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

report extensive progress across each of
these strategic pillars. We invite you to
discover our achievements on the following
pages, which include:
Rolling out our player protection
programme ARC
TM
in our digital offer
to cover 27 jurisdictions and launching
ARC
TM
for retail in the UK and the
Republic of Ireland.
100% of our revenues coming from
regulated or regulating markets since
February 2023.
Winning Innovator of the Year at the
Women in Gaming Diversity Awards
for our Returnship programme with
McLaren Racing.
Partnering with EcoVadis, the world’s
largest platform for supplier sustainability
ratings, and onboarding 35% of in-scope
vendors and supporting them to improve
their sustainability performance.
Looking at 2024, we will remain sharply
focused on delivering our new strategy and

role that underpins our long-term growth.
Sustainability at Entain
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Entain plc Annual Report 202340
Entain’s Sustainability Strategy
At Entain, we see sustainability as a key enabler of our corporate strategy and growth. We embrace our role within society with the
strongly held belief that the most sustainable business in our industry will be the most successful.


assigned Board-level oversight, summarised below.
You can read more details about how we developed the strategy using the results of our 2023 double materiality exercise here.
What it means Aligned material clusters Focus areas Oversight
Be a leader in player
protection
We provide industry-
leading customer
protection through
innovative features,
customer support,
communications and
our culture.
Safer betting and gaming
Ethical &
compliant behaviour
Innovation
Industry-leading
tailored customer
protection tools
and processes
Empower our people
to support and protect
our customers
Harm prevention
through education
and responsible
communications
Promote research
and share evidence-
based learnings with
the industry
Sustainability
& Compliance
Committee
Provide a secure and
trusted platform
We lead on integrity in
everything that we do.
From having the highest
ethical standards,
to only operating in
regulated markets, with
an aim of gold standard
data protection,
and cybersecurity.
Ethical & compliant
behaviour
Data privacy
and cybersecurity
Corporate
Governance
Only operate in
regulated markets
Ethics and integrity
at the core of
our organisation
and culture
Provide industry-
leading cybersecurity,
data privacy and
AI governance
Clear and robust
governance processes
for each of our key
ESG areas
Sustainability
& Compliance
Committee
Create the environment
for everyone to do
their best work
We are an employer of
choice, and we build an
inclusive and supportive
culture where talents
from all backgrounds
can thrive.
Diversity, equity
and inclusion
Having the
right people
Attract, engage and
retain the best, most
diverse talent
Provide the right
growth opportunities
for all
Build a sense of
belonging for
all Entainers
People
& Governance
Committee
Positively impact
our communities
We play our role in
limiting global warming
to no more than
1.5°C and we create
a positive impact on
our communities.
Environmental
Sustainability
Corporate
Governance
Reduce our
environmental impact
Creating a sustainable
value chain
Promote grassroots,
women’s and
disability sports
Support communities
where we operate
Sustainability
& Compliance
Committee
Entain plc Annual Report 2023 41
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Sustainability

Climate governance
Given the urgent need for action to address
the climate emergency, we have stepped
up our governance in this area. Our CEO
is now responsible for our approach to
climate change, and climate-related risks
and opportunities. In addition, we have
developed our Net Zero Action Group.
The Net Zero Action Group reports to
the ESG Steering Committee, which
is a selection of leaders from around
the business who are responsible for
delivering and developing an organisation-
wide approach to achieve our Net Zero
ambitions. You can read more about how
we manage our climate-related risks and
opportunities in our TCFD Statement on
pages 56 to 63.

In addition to the ESG Steering Group
and the Net Zero Action Group, we have
formed groups that report to the ESG
Steering Group that focus on delivering our

additional expertise and insights from the
business. Steering groups include groups
focused on Anti-modern Slavery and
Human Rights, Safer Betting and Gaming,
Anti-Money Laundering, and Diversity &
Inclusion.
Board Committee Oversight
In May 2023, Entain restructured its
Board oversight of ESG issues to better
manage the increasing workload of the
prior ESG Committee and further embed
sustainability across the Group.
The newly created Sustainability and
Compliance Committee was created to take
on the bulk of the responsibilities of the
former ESG Committee. The Sustainability
and Compliance Committee has oversight
for safer betting and gaming, regulatory
compliance, anti-money laundering and

& corruption, human rights (including our
approach to addressing modern slavery
risks), health and safety, environmental
impact (including the evolution of our
strategy and processes in response to the
Taskforce for Climate-related Financial
Disclosures), data protection and charitable
donations, including the work of the Group’s
Entain Foundation. Chaired by Virginia
McDowell, one of our Non-Executive
Directors, the Committee has three
members and guides the business on all
aspects of ESG strategy, sets targets and
monitors our performance.
The second newly created Committee,
the People and Governance Committee,
took on the responsibilities of the previous
Nomination Committee and added
responsibility for oversight of the Group’s
approach to Diversity, Equity and Inclusion
and other people-related functions
such as engagement and culture and
employee wellbeing.
The ESG Steering Group
The ESG Steering Group, which meets
monthly, consists of functional leaders
from across the business, including
Sustainability, Investor Relations, Human
Resources, Corporate Affairs, Legal, Health,
Safety & Security, Operations, People and
Communications. Convened by our Group
Head of Sustainability and chaired by our

Group oversees the implementation of our
sustainability strategy.
Delivering our
Sustainability Strategy
starts with robust
governance. As our
ambitions grow, and
best practice evolves,
we continue to expand
our processes. ”
Entain plc Annual Report 202342
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Strategy
Board
Delivery
Coordination
Oversight
ESG Steering Group
Operating Units and
Central Functions
Operational teams
People and Governance
Committee
People and Governance
Committee
Sustainability and Compliance
Committee
People and Governance
Committee
Anti-Money Laundering and
Counter-terrorism Financing
Anti-Bribery and Corruption
Health and Safety
Environmental Impact
Modern Slavery and
Human Rights
Privacy and Data Protection
Net Zero Action Group
Regulatory Compliance
Safer Betting and Gaming
Talent and capability
Diversity, Equality and Inclusion
Employee engagement
Employee well-being
Our performance across ESG Rating Agencies
We are proud to be a sector leader amongst many of the leading independent ESG rating providers. The below table summarises our
performance and improvement over time. We will continue to work tirelessly to further improve our ESG practices and performance, with
the aim of further improving the standards for our industry and in these external assessments.
Rating Evaluation
Score
(31 December 2023)
Score
(31 December 2022)
Industry
Rank
MSCI ESG Score AA 7.2 6.7 N/A
Sustainalytics ESG Risk Rating Low 19.6
(a lower score
shows a
lower risk)
22.3 13/87 in the Casinos
& Gaming industry
ISS ESG ESG Score C 49
47 1
st
decile
S&P Global ESG Score S&P
Yearbook
and DJSI Europe
constituent
60
67 95th percentile
FTSE4Good ESG Score Inclusion
in
FTSE4Good Index
3.8<> 3.8 93
rd
percentile
CDP Climate Management B B N/A
ESG Governance Structure
Entain plc Annual Report 2023 43
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Sustainability


Material issues
Safer betting and gaming
Ethical and compliant behaviour
Innovation
Oversight
Sustainability & Compliance Committee
Advanced Responsibility and Care™
(“ARC
TM
”): Our leading tailored customer
protection tool
Our recent materiality assessment found
that safer betting and gaming is our most
material ESG issue, and ARC™ is our

– providing a technology-led approach to
player protection through real-time and
individually tailored detection, interaction
and interventions with players that are
potentially at risk.
Given its importance to Entain and our
customers, the roll-out and effectiveness of
ARC™ is linked to through our Group Bonus
Scheme, which includes our executive
team. The details of how we incentivise
the delivery of player protection is outlined
further in the Remuneration Report
on p131.
This year, ARC™ continued to mature in
the UK and expand globally. By the end of
2023, ARC™ is now live across our core
international markets (except Brazil).
Our safer betting and gaming programmes
in our retail estate in the Republic of Ireland
and the UK are also supported by ARC™.
This provides our customer facing retail
colleagues with data-driven insights to
help them spot and address risky play in
our shops.
We continue to monitor the effectiveness of
ARC™, the results of which are reviewed by
the Executive Committee and Sustainability
and Compliance Committee quarterly.
Empowering our people
We continue to deeply embed safer gaming
into the culture of our company. At the end
of 2023, 98% of our colleagues were up
to date with their mandatory annual safer
betting and gaming training. This training
provides all colleagues with the essential
understanding of our approach to, and
compliance requirements on, safer betting
and gaming. However, we also understand

key responsibilities for player protection.
Focus area 2023 Highlights
Best-in-class tailored customer
protection tools and processes
Rolled our ARC™ to cover 27 jurisdictions (2022: 22), including real-time models in
23 jurisdictions
ARC™ for retail now live across UK and ROI
7.5 million ARC™ interactions (+98% YoY) to 742,112 unique customers
Empower our people to support
and protect our customers
98% completion rate of annual compliance, safer gambling, and AML training
Enhanced safer gaming training, delivered by EPIC Risk Management, delivered
to all senior leaders
Harm prevention through education
and responsible communications
Expanded our stakeholder education and training in the US, through our partnership
with EPIC Risk Management and major leagues as well as players associations such
as the Major League Baseball, National Football League, League Soccer Players
Associations and the NHL Alumni Association
20% of TV advertising space and football sponsorship dedicated to safer betting and
gaming communications or Foundation promotion
Promote research and share
evidence-based learnings
Final year of partnership with Harvard Medical School’s Cambridge Health Alliance

research into Safer Betting and Gaming
Contributed 1% of our GGY in the UK to Research, Education and Treatment (RET),
totalling £18.7m
Awards and accreditations:
UK North America International
GamCare Advanced Safer
Gambling Standard
Online: Advanced
Level 2 (highest level)
Retail: Advanced Level 2
EGR North America
Awards 2023:
Socially
Responsible Operator
SBC Global and
SBC LATAM Socially
Responsible Operator of
the Year
Vixio Global Regulatory
Awards: Award for
Outstanding Contribution

Entain plc Annual Report 202344
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Be a leader
in Player
Protection
For these roles, we continue to roll out more

our senior leadership periodically
undertakes in-depth training from EPIC
Risk Management. Customer-facing roles
who are responsible for engaging directly
with our customers also receive in-depth
training on identifying and interacting with
customers who may be at higher risk of
harmful play.
We are also leveraging our partnership
with Harvard Medical School’s Cambridge
Health Alliance Division on Addition
(“CHADA”) to support our training
programmes. Since 2019, 16 of our safer
betting and gaming training programmes
have been reviewed by the team at CHADA

the latest research.
Responsible marketing
Responsible marketing is a core part of
our commitment to promote responsible
attitudes, and protect children, young
persons and vulnerable individuals.
We have a long history of leading the
industry in this area, spearheading the
UK whistle-to-whistle advertising ban,

sponsorship in UK football.
Our commitment to responsible advertising
and marketing is underpinned by our
recently refreshed External Marketing
Policy. This Policy outlines our responsible
marketing principles. All relevant staff
receive training on the policy.
We also work closely with trade
associations to strengthen best practice for
our industry’s marketing and advertising.
For example, we are a signatory of – and
contributor to – the European Betting and
Gaming Association’s (“EGBA”) Code
of Conduct.
Promoting research through
our partnership with Harvard
Medical School

research partnership with the Cambridge
Division on Addiction, which has now
produced 14 research papers since 2019.
The outcomes of this research have
been highly practical, underpinning our
26 markers of protection – the behavioural
patterns found to indicate signs of risk
that are used by ARC™. As this research
is published, or is in the process of
publication, this allows not just Entain but
the whole industry to access the latest
research. You can read more about this
research programme in our 2023 Social
Impact Report.




Interactions excellence: Interaction
Excellence aims to promote insightful
and valuable discussions with teams
that deal with customers that are
potentially the most at risk. The training
focuses on strengthening soft skills
that colleagues will draw upon during
customer interactions. In 2023, this
training was reviewed by the Harvard
Medical School’s Division on Addiction,
Cambridge Health Alliance.
Moving forward we will also conduct
in-depth training with leaders from
around the business (aimed at our
senior leadership team and Board
Directors), to further integrate a culture
of player protection right at the top of
the organisation. This training will be run
by EPIC Global Solutions and refresh the
leadership training delivered in late 2022.
Embedding safer betting and
gaming into our culture
As part of the 2023 Group Annual Bonus
Plan, a mandatory training module
was implemented on compliance, safer
gambling and anti-money laundering,
achieving a 98% completion rate. Our goal
is to train all colleagues on the importance
of player protection, preventing money
laundering, and responsible marketing
– with retail colleagues receiving a more
tailored version of the content relevant to
their role.
We also know that some colleagues
have unique responsibilities for their
role – whether it be engaging directly
with customers, designing new products,
or leading teams or divisions. In 2023
we worked with EPIC Global Solutions
to deliver in-depth masterclasses and
face-to-face-training on safer betting and

roles. For example, our customer service
and retail colleagues took part in sessions
that equipped them with the skills to
1. Core countries are those that are using our core technology platform. ARC™ is embedded within this core technology, so in these countries we can use the full power of our
markers of protection and interactions.
2. Risk is determined based on our Long-term Excessive Play (LTEP) model, which is one of our three primary ARC™ Markers of Protection models, which scores every user of the
Entain Platform from 1 (low risk) to 100 (high risk) daily. LTEP is used for assessing risk due to identify underlying problem gambling behaviour over time.
identify signs of harm and effectively
interact with customers to advise on
our suite of tools that may be used to
help them.
Key modules focused on:
Introducing our retail teams to problem
gambling to help them understand how
gambling related harm can present
itself and ensure that they are aware
of how to protect our customers to
limit the negative impacts of gambling.
Between May and August 2023, 294
colleagues attended the EPIC Safer
Gambling Awareness training.
Affordability Interactions: This training
provided our colleagues with guidance
on the key steps they should take to
ensure that customers are keeping
their betting affordable, and the
communication tools they can use to
encourage safer gambling and manage

Entain plc Annual Report 2023 45
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Lead on player protection
Ethics and integrity at the core

We are committed to conducting our
business in line with the highest ethical
standards. We heavily invest in governance,
resources, and training to combat

of gambling.
For Entain, this starts with playing an active
role in safeguarding the values and integrity
of sport. We want all sports events to be
fair and played to the best of participants’
abilities. This is why we work closely with
regulators and sports governing bodies to

corrupt betting activity. We are a member
of the International Betting Integrity
Association (IBIA) and the Sports Betting
Integrity Forum (SBIF).
In 2023, we continued to reinforce our
Ethics & Compliance (“E&C”) function
with new team members and stronger
governance. We launched a new Ethics

clear accountability across the group and
ensures that our E&C team has the required
independence and authority to act as an
effective second line of defence. We also
launched a three-year E&C Strategy, which
sets our action plan for achieving a best-in-
class E&C programme.
Only operate in regulated markets

commercially viable regulation of
the betting and gaming sector is in
everyone’s interests. It offers stability for
operators, important taxation streams
for governments and – most importantly
– provides the consumer with proper
protections and safeguards by ensuring
that only responsible providers operate in
the market.
Since February 2023, 100% of our group’s
revenue come from regulated or regulating
markets. As of 31 December 2023, we held
licences in 34 jurisdictions across the world.

markets where we can see a clear pathway
to regulation that will enable us to obtain
domestic licences in the next two years.
These regulating markets are Brazil,
Mexico, Peru, Austria and Finland. For more
about this, please refer to our regulatory
update on pages 38 to 39.
We appointed a Group Money Laundering

Financial Crime (“AFC”), and we expanded
our AFC team. After a period of growth
and multiple acquisitions, we revised our
organisational structure with all colleagues
with AFC responsibility reporting to the
central AFC Leadership Team. This new
governance framework gives us better
control and oversight across all our
entities, subsidiaries, and joint ventures.
We have also initiated an evaluation of
our international subsidiaries to assess the
maturity of local AFC programmes. This will
conclude in 2024 with on-site visits and
upskilling programmes tailored to the needs
of our colleagues.



Material issues
Ethical & compliant behaviour
Data privacy and cybersecurity
Corporate Governance
Oversight
Sustainability & Compliance Committee
Focus area 2023 Highlights
Only operate in regulated markets 100% of revenues from regulated or regulating markets since February 2023
Ethics and integrity at the core
of our organisation and culture
New Ethics & Compliance Charter and Strategy
Average completion rate of 95% across Entain’s Big Four Compliance Training Modules
Refreshed set of Entain Values, with “Do what’s right” at its core
Provide industry-leading
cybersecurity and data privacy
Growing headcount in Data Privacy and Cybersecurity teams, by 25% and 35%
respectively compared to 2022.
 
 
Clear and robust governance processes
for each of our key ESG areas
New ESG governance structure with two board-level committees (Sustainability &
Compliance and People & Governance)
Awards and accreditations: ISO 27001 2022 Information Security Management System
Entain plc Annual Report 202346
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Provide a secure
and trusted
platform
Doing what’s right
Every colleague, including contractors
and agency staff, must complete four
compliance modules covering Entain’s
Code of Conduct as well as ethical topics
such as safer gambling, data privacy, or
bribery and corruption prevention. As part
of this, colleagues sign a declaration that
they have understood the training and will
comply with Entain’s Code of Conduct.
Our 2023 Group Bonus was linked to
achieving 85% completion for each
module – an ambitious but achievable
target given the turnover in certain parts
of our business. This year, we achieved an
average completion rate of 98% – up from
93% in 2022 and 82% in 2021.
Big Four Learning Modules
Completion
Rate
Code of Conduct 94%
Compliance, Safer Gambling,
and Anti-Money Laundering 98%
Data Privacy 98%
Cybersecurity 98%
Provide industry-leading cybersecurity
and data privacy
Safeguarding our corporate and customer
information remains a top priority for

growing headcount of our Data Privacy and
Cybersecurity teams, which respectively
increased by 25% and 35% in 2023.
In 2023, we continued building our data
privacy assurance function with dedicated
resources to monitor the effectiveness of
our privacy activities, keep risks under
review, and update policies and procedures.
We boosted privacy controls by introducing
Effectiveness and Maturity Reviews of
our most critical data processes. We also
reinforced our risk management process
with a new privacy risk register which feeds
into Entain’s Enterprise Risk Management

additional 20 privacy risks in 2023.
Throughout the year, we further embedded

Data Ethics Charter, which we launched

responsible use of AI and data-driven
technologies. We collaborate across the
business to embed Privacy by Design,
building data privacy considerations
directly into the development of our
products and processes. We have also
been preparing for emerging legislation

Intelligence Act. Working closely with our
Data Sciences & AI (“DSAI”) colleagues,
the Privacy team created a blueprint for
Entain’s AI Governance Framework and
developed a new AI policy which will be
released in 2024.
As cybercrimes continue rising globally,
we are continuously improving our
cybersecurity programme to protect our
players from digital threats. In 2023, we
introduce new security features in our
products such as customer multi-factor
authentication. We also reinforced our
cyberattack detection processes by
deploying machine-learning and AI-
based systems which uncover patterns
of malicious activity and block attacks
before they can reach our customers.
We managed to decrease the average

65% compared to 2022.
As part of our commitment to best


standard for information security. As of
31 December 2023, 80% of our operations

ISO 27001. In 2024, we will continue

our 2023 acquisitions.
Clear and robust governance
processes for each of our key
ESG areas
In April 2023, Entain restructured its
Board oversight of ESG issues to better
manage the increasing workload of the
prior ESG Committee and further embed
sustainability across the Group. This new

importance of ESG topics for the group.
You can read about our ESG governance
structure on page 43.







Entain plc Annual Report 2023 47
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Provide a secure and
trusted platform
Focus area 2023 Highlights
Attract, engage and retain the best,
most diverse talent
Launch of Black Professionals@Entain employee network

Entain ranking 5 in the 2023 All-In-Diversity Project Index
Entain’s Returnship programme with McLaren Racing receiving accolades at the
Women in Gaming Diversity Awards and the Personnel Today Awards
Provide the right growth opportunities
for all
Launch of Your Goals, Entain’s new objective-setting programme
Build a sense of belonging for
all Entainers
Launch of refreshed values and behaviours
94% of Entain Managers received mental health training through the Workplace of
Tomorrow programme
400,000 employee interactions with Entain’s Well-Me events, activities, and content
9.1% utilisation rate for our Employee Assistance programme
Awards and accreditations:



Material issues
Diversity, equity and inclusion
Having the right people
Oversight
People & Governance Committee
On International Women’s Day 2023, we

policy. Our ambition was to help colleagues
understand menopause-related issues and
normalise talking about the symptoms.
The policy came with a global awareness
campaign and support for managers in
having conversations around menopause.
We built a virtual Menopause Hub with
resources and bite-size training for those
going through the menopause journey and
for managers and teammates wanting
information on how to best support women
in the workplace.
We are committed to positively impacting
diversity not just within Entain, but across our
industry. We partner with universities and
charities to improve female representation
within STEM careers. One example of this
is our partnership with Girls Who Code,
through which we have reached 10,680
young women since 2021. You can read more
about our work to drive diversity in the tech
sector in our 2023 Social Impact Report.
In 2024, we will focus our efforts on further
embedding DE&I within our Resourcing
Strategy to increase representation in
our hiring process. Our new recruitment
and candidate management platform will
provide us with better DE&I data on our
Attract, engage and retain the best,
most diverse talent
Diversity, Equity and Inclusion (DE&I) are key
to Entain’s future sustainability and success.
Attracting and retaining key talent remains
one of our Principal Risks as a tech business
(see page 85), and workforce diversity
plays an essential role in innovating, driving
change, and delivering outstanding products
and services for our customers.
As part of our commitment to DE&I, we
understand the importance of global
employee networks in providing a safe space
for colleagues with a shared identity or
experience. Launched in 2022, the Women@
Entain and Pride@Entain groups continue
to grow, with over 1200 and 250 members
respectively. In 2023, Women@Entain piloted
a new mentoring programme for women in
our Product & Technology team, matching
participants with senior mentors. We also
launched Black Professionals@Entain, a new
network designed to create a culture where
black colleagues can thrive professionally
and personally. Led by our network, we
signed a UK partnership 10,000 Black Interns
Foundation, and have pledged to offer
career opportunities to Black students and
graduates in the summer of 2024.
Gender diversity at Entain
Group Board 33%
2023
3 out of 9
(33%)
2022
2021
3 out of 9
(33%)
4 out of 10
(40%)
Senior managers 28%
221 out
of 794
(28%)
194 out
of 752
(27%)
128 out
of 364
(26%)
2023
2022
2021
All Employees 46%
13,645 out
of 29,576
(46%)
13,479 out
of 28,940
(47%)
11,583 out
of 25,554
(45%)
2023
2022
2021
Male Female
Personnel Today
Equity, Diversity &
Inclusion award
Women in Gaming
Diversity Awards Innovator
of the Year award
Entain plc Annual Report 202348
1Overview 8 Strategic report 88 Governance 140 Financial statements
Create the
environment for
everyone to do
their best
work
candidates and recruits, allowing us to
tailor interventions and set group-wide
targets. We will also continue to remove
any barriers in the hiring process for
candidates and colleagues through the
design and launch of our new recruitment
platform in 2024.
Provide the right growth
opportunities for all
Our colleagues’ continuous personal and
professional growth is essential, and we
invest in targeted learning & development
(“L&D”) within our business units.
Programmes, courses, and self-led learning
are tailored to the needs of our teams
and individuals.
Entainers globally have access to best-
in-class learning resources, such as
LinkedIn Learning, Get Abstract, and
Pluralsight. These platforms enable our
colleagues to continuously develop their
skills – from marketing to Python coding or
public speaking.
In 2023, we focused our L&D efforts on
customer-facing roles, both in our global
Customer Services team and across our
Retail Estate. We know that customer
satisfaction starts with great leadership and
employees who feel supported and valued.
In our Customer Services team, we kicked
off Let’s Lead, a new leadership programme.
The seven-week curriculum includes a mix
of self-paced learning, in-person training,

external providers. With over 20 modules,
the programme equips our managers
with all the technical knowledge and soft
skills they need to successfully lead their
teams. This includes completing a Mental
Health First Aider course, as part of Entain’s
commitment to wellbeing. 979 colleagues
have already completed the course, with 113
learning sessions delivered and we will roll
it out to Hyderabad, India and Montevideo,
Uruguay in 2024.
In our retail business, we have built a
consistent foundation of competency
and knowledge among managers and
team leaders. The Enhance, Establish and
Elevate Your Game programmes support
colleagues at different points in their careers,

role to sharpening their leadership skills.
In 2023, the programme trained over 2000
colleagues. We are proud that many of
our retail management team started as
Customer Service Managers before growing
into senior roles.
Last year, we also worked to harmonise
the way our colleagues think about their
professional objectives. We launched Your
Goals, an objective-setting programme, to
ensure all our colleagues have meaningful
conversations with their managers about
their goals and understand how these align
with Entain’s strategy. In 2024, we will
develop Entain Leadership Expectations
which will be supported by a structured,
consistent, and global leadership pathway.
Build a sense of belonging for
all Entainers
Following an intensive period of business
growth, we wanted to bring our colleagues
together and consolidate our shared culture.
2023 saw us launching a refreshed set
of values and behaviours which build on
our core beliefs whilst helping us prepare
for the next phase of our evolution: Do
what’s right, Keep it simple, Go beyond,
and Win together. More than words on a
wall, these values act as guiding principles
for our colleagues across all locations and
at all levels. They have been embedded
in everything we do, from the way we
recognise our colleagues to how we set
individual objectives.
In line with these values, we remain
passionately committed to creating a
supportive and encouraging environment
where all our colleagues can thrive.
The Entain Well-Me strategy is designed
to help employees make positive changes
to improve their physical, mental, and
emotional health. Our 2022 global well-
being survey, which was completed by
9,600 colleagues, helped us identify
strategic priorities for the coming years.
In 2023, we rolled out Workplace of
Tomorrow, a mental health programme
designed to give people managers the
tools to support their teams and create a
culture of trust and psychological safety.
Developed by experts at Unmind, the
training equipped our managers to have
supportive conversations, giving them
practical knowledge on topics such as self-
care, stress and anxiety, or active listening.
94% of the Entain managers completed the
course last year. 74% of them taking action
with their team as a result.
Our 2023 global wellbeing campaigns were
tailored to boost the mental and physical

Live-Well Festival consisted of a week-
long event with expert-led workshops on

65,000 engagements on our intranet.
In November, nearly 600 colleagues joined
Breaking Stereotypes Together, a live event
to champion men’s mental health and share
techniques for combatting stress.
Looking at 2024, we are using data from
our global wellbeing survey to pilot Entain’s
new resilience training, The Energy Edge.
The programme aims to help colleagues
grow their energy and performance through
a mix of text learning, bite-sized videos,
and interactive activities. We will open
the programme to our retail colleagues
in early 2024 before opening to our
global workforce.
In 2023, we partnered with the McLaren
F1 team on a Returnship programme,
providing unique opportunities for skilled
women to resume their STEM careers.
Over six months, 10 career returners
worked at both Entain and McLaren in
roles ranging from Data Analysts to
Software Developers. The placements
were tailored to their experience and
ambitions, and they received extensive
support to ensure a successful transition
back into work. We are delighted that, at
the end of the returnship, most returners
secured a role at Entain or McLaren.
The programme received two accolades,
including the Innovator of the Year at the
Women in Gaming Diversity Awards.
Driving Diversity Forward with
McLaren Racing




Entain plc Annual Report 2023 49
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Create the environment

best work


Material issues
Environmental sustainability
Corporate Governance
Oversight
Sustainability & Compliance Committee
Focus area 2023 Highlights
Reduce our
environmental impact
70% global electricity from renewable sources, including over 99% in the UK through
green tariffs and a 5-year Power Purchase Agreement
9% decrease in market-based Scope 1 & 2 emissions globally from the prior year
Near-term and Net Zero submitted to the Science Based Targets Initiative (SBTi),

Create a sustainable
value chain
35% of our in-scope third-party spend enrolled on the EcoVadis platform with

Promote grassroots, women’s and
disability sports
 
helping to cover the costs of training, equipment, and travel
100 non-league football clubs supported via Pitching In since 2020, enabled to reach
their communities
Support communities where
we operate
Donating £25.4m, to support our communities.
Fundraising £0.5m for Prostate Cancer UK and £1m for Chance for the Children via the
Ladbrokes Coral Trust, funding life-saving research and treatment
Awards and accreditations: ISO 14001: Environmental Management across our operations in GB (shops, stadia and

Entain plc Annual Report 202350
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Positively impact
our communities
Environmental Impact
Doing what’s right is one of Entain’s long-
standing values. Whilst our greenhouse
gas (GHG) emissions are relatively low
compared to companies in other industries,
we have an important role to play due
to our size and global scale – especially
given the critical and urgent importance of
climate change.

company to formally commit to a Net Zero
target with the Science-based Targets

process commencing in 2023 and due to be
concluded in 2024.

the industry on decarbonisation. We have
committed to reduce our absolute scope 1
and 2 (market-based) and material Scope
3 emissions by 42% by 2027 from a 2020
base year, and 60% by 2030. We have
also committed to be net zero by 2015 –
reducing our Scope 1, 2 and 3 emissions
by 90% by 2035, and investing in credible
carbon removal projects to neutralise the
remaining 10%. These targets, which follow
the SBTi criteria, will see us reduce our
emissions in line with a 1.5 decarbonisation
pathway ahead of the UK Government’s
2050 timeline.
In 2023, our Net Zero Action Group



next section).
We continue to procure over 99% of our
electricity in the UK from renewable
sources, which equates to 70% renewable
electricity globally. We are currently looking
at the viability of sourcing renewable
electricity in our key markets globally.
We recognise that as a digital business, we
need to understand our digital emissions.
We have been collecting and analysing
data from our data centre suppliers to
understand the energy consumption and
renewable energy purchasing of our major
providers. Our most recent analysis in 2022
indicated that over 50% of our data centres
are on renewable electricity contracts,
and we are engaging with our providers to
increase this further.
We know that ambitious decarbonisation
requires credible and up-to-date data
to monitor and address our emissions
hotspots. In 2023 we signed up to carbon
accounting software that we will launch
and operationalise in 2024. To increase
the quality of our emissions reporting, we
have also commissioned the Carbon Trust
to verify our Scope 3 emissions footprint
in addition to our annual scope 1 and 2

Creating a sustainable supply chain
Our commitment to ethics and sustainability
extends to our business partners. We want
to work closely with our suppliers to
support them on their decarbonisation
journey and to protect human rights beyond
our operations.
In early 2023, we took an important step
by partnering with EcoVadis, the world’s
largest platform for supplier sustainability
ratings. EcoVadis allows us to evaluate our
key suppliers and set corrective action plans
across four topics – environment, labour
and human rights, ethics, and sustainable
procurement. The platform also provides
our suppliers with e-learning training on a
self-service model. Working with EcoVadis

giving us access to primary emission data
from our suppliers and helping us identify
those who are committed to the Science
Based Targets Initiative (“SBTi”).

we focused on onboarding our existing
suppliers to the platform, enrolling and
assessing over 35% of in-scope vendors.
This represents £523m of third-party
spend. So far, we found that our suppliers
scored on average 59.6 out of 100
on EcoVadis, 13.6% higher than the
benchmark. We also embedded EcoVadis in
our tender process, making its sustainability
assessment a mandatory requirement for
all winning suppliers.
We are now working with our suppliers to
create corrective action plans, supporting
them in improving their sustainability
performance. We encourage them to set
Science-based Targets, increase their use
of renewable energy sources, and publish
policies around Anti-Bribery and Corruption
(“ABC), Modern Slavery, and Diversity,
Equity and Inclusion (“DEI”). Our ambition
is for 75% of our in-scope third-party spend
to be assessed on EcoVadis by the end
of 2025.
Next year, we will start implementing our
2024-2026 Modern Slavery Strategy by
conducting an extensive risk assessment
of all our in-scope suppliers, mapping
areas where modern slavery could be
more prevalent based on factors such as
purchasing category or political instability.

suppliers and, when necessary, request
the completion of supplier self-assessment
questionnaires and plan for external on-site
audits to be completed in 2025.
Promoting Grassroots, Disability and
Women’s Sports
Entain is passionate about sports and
understands the role it plays in society.
We are proud to invest at the grassroots
level, supporting amateur and professional
athletes of all ages, backgrounds, and
abilities to chase their dreams. The Entain
Foundation supports projects across the
globe that you can discover in our 2022/23
Social Impact Report.
In the UK, we are proud of our long-term
commitment to SportsAid, helping young
British athletes aspiring to become the
country’s next Olympic, Paralympic,
Commonwealth, and world champions.
Since 2019, Entain has helped 251 athletes

help with training, equipment, competition
costs, and personal development training.
We empower a diverse cohort of sports
people nationwide, with a close to even
gender split, 48% of our athletes with a
disability and 16% coming from ethnic
minority backgrounds. By 2024, we will
have donated £500,000 to SportsAid.
Entain plc Annual Report 2023 51
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Positively impact

In the U.S., we have partnered with Oak
Out Hunger Entain since 2022. The project,
launched by the Charles Oakley Foundation,
provides education in responsible
gambling with other forms of support to
underprivileged communities. The Entain
Foundation U.S. sponsorship provides
funding and expertise in preventing and
mitigating problem gambling to the Oak
Out Hunger community project. In 2023,
the Entain Foundation U.S. helped fund
10,000 meals to those communities in need.
If you would like to learn more about the
difference we make with our partners
across the globe, we invite you to review
our 2022/23 Social Impact Report.
We also launched Pitching In in 2020 to
support and develop grassroots sports in
the UK, helping non-league clubs improve
their facilities. This multi-million-pound,
multi-year investment programme works
with the Trident Leagues to champion
their achievements and tell their stories.
Pitching In has been designed from the
ground up to deepen links between clubs
and their local communities. We are
also the founding partner of the Trident
Community Fund since 2020, investing
£150,000 every year to enable clubs to
engage in vital community-based projects
and invest in their local areas. In 2022, we
unveiled the Pitching In Volunteer Hub, a
unique online portal and one-stop shop
for every Trident League club to connect
football fans with potential volunteers.
The Volunteer Hub provides a simple
web-based interface where clubs can
post volunteering vacancies, while fans
can search for available opportunities in
their preferred clubs or locations. To date,
nearly 300 positions have been processed
through the hub, helping to bring a vitally
needed new generation of volunteers to the
Pitching In clubs.
Support communities where

As a global business, we want to positively
impact local communities across the
markets where we operate. Entain partners
with small to large-sized charities across
the globe to support the causes that are
the most important to our colleagues, our
customers, and our communities.
In Kenya, we partner with ComputerAid,
an international charity aiming to address
unequal access to technology in African
countries. Our support is helping to create
a Solar Learning Lab (“SLL”) in Al Huda
Primary School, providing technology
access to traditionally marginalised
communities in South Kenya. The SLLs
are shipping containers converted into

panels to generate electricity, enabling
them to be deployed in remote locations.
In 2023, we enabled ComputerAid to install
two containers in Al Huda Primary School
with 20 computer stations, 20 laptops, as
well as drinking water and toilet facilities.
We expect over 750 students to access this
communal space in the coming months.
1. The Scope 3 categories included in our target are: Category 1: Purchase Goods & Services, Category 3: Fuel and Energy-related Activities, Category 4: Upstream Transportation
and Distribution, Category 5: Waste Generated in Operations, Category 6: Business Travel, and Category 7: Employee Commuting. We completed a similar risk assessment
exercise in 2022 and we intend to repeat it every other year.
Entain plc Annual Report 202352
1 Overview 8 Strategic report 88 Governance 140 Financial statements

Pillar Data point 2023 2022 2021
Lead on player
protection
Number of jurisdictions outside the UK covered by the ARC
TM
player
protection programme 27 22 -
% contributions of GGY to RET 1% 0.75% 0.5%
Cash and in-kind contributions towards responsible betting and
gaming initiatives
£20.8m £18.3M £12.9m
Customer interactions regarding problem gambling
8.7m 1.8m 2.3m
ARC
TM
Interactions
2,3
7.5m 3.7m n/a
Customer complaints
1
3,927 4,215 4,045

 715 629 655
Self-exclusions made
1,4
53,745 60,261 61,644
Secure
& trusted
platform
% of revenues from domestically regulated or regulating markets
100% 100% Nearly 100%
Number of markets exited with no clear path to a sustainable and
safe regulated betting and gaming industry
5 93

5
80% n/a n/a
% of Technology budget dedicated to Cybersecurity 3.2 n/a n.a
Number of markets exited with no clear path to a sustainable and
safe regulated betting and gaming industry
£0.7m £3.6m n/a
Entain plc Annual Report 2023 53
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Our ESG Key
Performance Indicators
Pillar Data point 2023 2022 2021
Foster an
inclusive culture
Employees worldwide (headcount)
6
29,582 28,940 25,554
Employees worldwide (FTE)
6 ,7
23,650 24,195 19,314
Female employees
6
13,645 13,479 11,583
% female employees
6
46% 47% 45%
Part-time employees
6
9,968 9,754 4,328
% part-time employees
6
34% 34% 17%
Median hourly pay difference between male and female colleagues
(Gender Pay Gap)
8
4% 3% 5%
Mean hourly pay difference between male and female colleagues
(Gender Pay Gap)
8
16% 17% 16%
Median bonus pay difference between male and female colleagues
8
44% 39% 60%
Mean bonus pay difference between male and female colleagues
8
65% 66% 63%
Females in all management positions (as % of total

37% 37% 38%
Females in junior management positions (as a % of total

39% 40% 40%
Females in technical roles
9
28% 31% 30%
Female managers in revenue generating functions
10
40% 42% 38%

minority background, as a percentage of UK employees that have
reported their ethnicity
11
15% 14% 18%

ethnic minority background
7% 7% 10%
Employee age groups:
7
<30
30-50
50+
Unknown
35%
47%
15%
3%
37%
46%
14%
3%
38%
48%
14%
0%
Employee contract types:
7
Permanent
12
Fixed-termed
12
Contractors
13
99%
0.1%
1%
99%
0.1%
1.5%
98%
1.21%
1.78%
Customer Satisfaction
14
78% 60% 60%
Average hours per employee of training and development
13 8.1 10.5
Employee turnover – all
28% 36% 32%
Employee turnover – voluntary 20% 27% 25%
Whistleblowing incidents reported and investigated 65 51 29
Whistleblowing incidents reported and investigated, broken down

Fraud and theft
Code of conduct
Procedural non-compliance
HSSE
HR Grievance
Not provided
12
32
15
1
4
1
5
23
12
3
7
1
N/A
Accidents 603 624 456
Employee work-related injuries
72 112 117
Employee reportable incidents
5 55
Public work-related incidents 5 11 9
Public reportable incidents
0 22
Robberies
50 73 36
Incidents of anti-social behaviour 6,137 5,979 4,216
Incidents of assault
452 240 132
Absenteeism rate
15
4% 5% N/A
% of internal hires 23.8 19% N/A
Employee engagement score
16
77% 74% 78%
Entain plc Annual Report 202354
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Our ESG Key
Performance Indicators
Pillar Data point 2023 2022 2021
Positive impact
on communities
(including
Streamlined
Energy &
Carbon
Reporting Data)
Total energy consumption (kWh)
17,18
UK
Rest of the world (RoW)
124,771,815
77,957,313
46,814,502
125,026,096
82,641,345
42,384,750
110,509,736
85,336,239
25,173,497
Absolute direct emissions (scope 1) – (tCO
2
e) 5,899 4,414 3,663
Absolute indirect emissions (scope 2, location-based) – (tCO
2
e) 27,202 26,846 24,767
% of purchased electricity from renewable sources
19
70.3% 66.4% 67.4%
Total GHG emissions – direct & indirect: location based (tCO
2
e)
20
UK
RoW
33,101
14,885
18,216
31,259
15,569
15,690
28,430
18,286
10,144
Absolute GHG emissions intensity per employee (tCO
2
e/headcount) 1.12 1.08 1.13
Absolute indirect emissions (scope 2, market-based) – (tCO
2
e) 9,171 12,151 12,677
Total GHG emissions – direct and indirect: market based (tCO
2
e)
UK
RoW
15,071
625
14,445
16,565
1,980
14,585
16,340
4,932
11,408
Waste generated
21
(tonnes) 3,738 4,384 3,858
Total Scope 3 GHG emissions (tCO
2
e)
22
Category 1: Purchased Goods & Services (EEIO methodology)

Category 4: Upstream Transportation & Distribution
Category 5: Waste
Category 6: Business Travel
Category 7: Employee Commuting
346,051
312,603
15,726
7, 873
101
5,292
4,456
315,550
288,524
12,100
6,399
83
4,398
4,046
Supplier spend
£2.8bn £2.7bn £2.1bn
Number of suppliers 12,613 12,006 10,380
1. Data covers all Great Britain licenses.
2. Data covers all UK licenses.
 
TM
real-time packages and risk-based interceptors, as well as ARC
TM
emails. It is a count of the number of customer interactions, not at a distinct

4. Data only includes self-exclusions made via Entain’s own processes (e.g., via customer services) and does not include third-party self-exclusion schemes such as, for example,
GAMSTOP (National Online Self-Exclusion Scheme) and the Multi-operator Self Exclusion Scheme. This information has been obtained from Entain’s Regulatory Returns.
 
 


 
SuperSport, Puni Broj, and Minus 5 who have left the business between 1/01/2023 and 31/04/2023.
8. Data covers UK colleagues only. Data is based on a snapshot date of 5 April for the year stated, as per the requirements of the UK’s Gender Pay Gap Reporting.
 

 

11. This 2023 data is based on a sample of 47% of UK-based Entain employees who have provided us with their ethnicity information. To prevent us from over or understating the


12. As a percentage of the total number of employees excluding contractors.
13. As a percentage of the total number of employees.
14. Our methodology to measure customer satisfaction changed in 2023, as we stopped using email surveys and replaced them with digital pop-up surveys shared with customers
whilst online.
15. Data covers UK retail colleagues only.
16. We measure employee engagement based on the results of the annual Your Voice survey. The 2023 survey was postponed to January 2024, which is the basis for the 2023 data.
17. Coverage of energy consumption and emissions data is 100% for the UK, and 87% globally, by employee headcount. Global and ROW energy and emissions data are scaled up
based on this coverage to estimate totals across global operations. This data includes energy consumption related to both scope 1 (company vehicles, gas, and fuel) and scope

ESG Report and CDP submission.
 
and restate previous years according to our rebaselining policy.
19. Energy from renewable sources only includes electricity purchased that was actively sourced from renewables. All remaining electricity used by Entain is sourced from the local
grids where we operate.
20. Emissions are calculated using the GHG Protocol Corporate Accounting and Reporting Standard. Consumption data has been converted to GHG emissions using 2023 BEIS
emissions factors and 2023 IEA emissions factors for non-UK grid electricity. Emissions reported above are calculated using both the location-based and market-based
methods, using an operational control boundary. 2021 and 2022 GHG emissions (Scope 1 & 2) data has been assured to limited assurance by the Carbon Trust based on ISO

assurance process.
 
 
disclosed later in 2024.
Entain plc Annual Report 2023 55
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Our ESG Key
Performance Indicators
and opportunities (Metrics and targets –
disclosure C), in particular the physical risks
outlined in Table 2. These updates will be
included in the 2024 Annual Report.
This statement was developed by following
the guidance in Section C of the TCFD
Guidance Document: Implementing the
Recommendations of the Task Force on
Climate-related Financial Disclosures.
Table 1 is structured against the four pillars
of the TCFD framework: Governance,
Strategy, Risk Management and Metrics
and Targets. Table 2 summarises our
most material climate-related risks and
opportunities and their estimated impact
on the Group. Table 3 outlines the climate
change scenarios used in our 2022 analysis
and subsequent 2023 review.
2022 scenario analysis, we reviewed our
climate-related threats and opportunities to

to the group. This process helped us

our list of climate-related threats and
opportunities accordingly.


related risks on the Group and across our
different markets. We want to further
embed climate-related considerations

relevant business strategies, such as our
Key Locations Strategy which determines
where we will operate in the future. We will
consider additional metrics and targets
to monitor our climate-related threats
Over the past year, we have made progress
in integrating climate-related risks into our
group enterprise risk management (“ERM”)
framework. In line with the ‘comply or
explain’ obligation under the UK’s Financial
Conduct Authority Listing Rules, the Group

of the eleven TCFD recommendations and
partially compliant with disclosure C of
the Metrics and Targets pillar. Where we
are partially compliant, we continue to
develop and mature our processes as
outlined below.
Our priority for 2023 was to start
evaluating the impact of our relevant
climate-related risks on the group in line
with our ERM methodology as described on
pages 79 to 82. Using the outcomes of our
TCFD
Entain is a staunch supporter of the recommendations of the
Task Force for Climate-related Financial Disclosures (“TCFD”),
having made voluntary disclosures ahead of the FCA’s mandatory
requirements for UK Premium Listed Companies. In this section, we
disclose the threats and opportunities of different climate scenarios
on our Group – whether these are the impacts of transitioning to a
lower-carbon economy, or the adaptational impacts arising from a
rapidly warming planet
Governance
(a) Describe the
board’s oversight of
climate-related risks
and opportunities.
FC The Entain Board is ultimately responsible for climate-related threats and opportunities, with overall
ownership of this agenda sitting with our CEO.
Responsibility for identifying and managing threats is delegated to the Sustainability and
Compliance Committee, which is accountable for monitoring our progress against targets, and
ensuring climate-related risks are adequately addressed, respectively.
The Sustainability and Compliance Committee is also responsible for approving, and overseeing
the implementation of, our environmental strategy. The Committee receives quarterly updates on
our progress against our climate-related performance – including progress against our goals and
targets – from the ESG Steering Committee (see below). In 2023, the Sustainability and Compliance
Committee was briefed on climate-related issues and opportunities at four of their meetings.
The Group Risk Committee, which reports to the Board, has operational responsibility for managing


allocated for monitoring.
(b) Describe
management’s role
in assessing and
managing climate-
related risks and
opportunities.
FC Our ESG Steering Group is responsible for assessing and managing climate-related threats
and opportunities, as well as overseeing our approach to climate change as part of our wider

and reports to the Board Sustainability and Compliance Committee every quarter (see pages 42 to
43).
In addition to our ESG Steering Group, we set up a Net Zero Action Group to deliver Entain’s Net Zero
strategy. The Action Group convenes senior colleagues across departments to identify practical
measures which can be implemented throughout our global operations to reduce greenhouse gas
emissions. It reports to the ESG Steering Group every quarter.

56 Entain plc Annual Report 2023
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Strategy
(a) Describe the
climate-related risks
and opportunities
the organisation

the short, medium,
and long term.
FC Please see Table 2 on pages 60 to 61 for a full description of climate-related threats (both physical
and transition) and opportunities potentially arising over the short, medium, and long term that

As described below, our climate-related threats and opportunities have been assessed against
Entain’s ‘Impact versus Action’ matrix (see page 82). In line with our matrix, the materiality of
climate-related risks on Entain was assessed by evaluating their potential impact on the Group’s

climate scenarios (see Table 3) and time horizons (see below). All climate-related threats and


the Group.
We understand that climate-related threats and opportunities can have longer-term time horizons
that span beyond typical enterprise risk management and business planning processes. We
considered climate-related risks based on the following time horizons:
Short (0-3 years)
Medium (3-5 years)
Long (5+ years)
(b) Describe the
impact of climate-
related risks and
opportunities on
the organisation’s
businesses,
strategy, and

FC In Table 2, we describe the potential impact of climate-related threats and opportunities on the


Addressing climate change is a key part of our strategy, and our Net Zero by 2035 commitment is an
important aspect of the Sustainability enabler in our strategic framework. Delivering on this requires

already been made with the climate in mind.
For example:
Continuing to invest in our green electricity tariff for the UK Retail estate, despite increasing
energy costs.
Investing in a renewable Power Purchasing Agreement (PPA) to secure renewable energy at a

Increasing our price banding for our company car selection, giving a wider choice for relevant
colleagues opting for hybrid and electric vehicles.

strategic planning processes as we further enhance our assessment and response to climate-
related issues and further integrate climate-related risks into our day-to-day processes. Currently,


(c) Describe the
resilience of the
organisation’s
strategy, taking
into consideration
different climate-
related scenarios,
including a 2°C or

FC In Table 2, we describe the Group’s strategic response and resilience regarding our climate-
related risks and opportunities. The risks outlined in Table 2 were developed through a series of
workshops held throughout 2022 and reviewed again in 2023 against our ERM methodology. Our
analysis raised risks that have not yet been deemed to be Principal Risks in and of themselves,
but climate change may become a factor in affecting the impact of our current Principal Risks,
and the subsequent actions required to manage those risks, both threats and opportunities.


integrated into functional and divisional risk registers and they are continuously reviewed by their

57Entain plc Annual Report 2023
1 Overview 8 Strategic report 88 Governance 140 Financial statements
TCFD
Risk Management
(a) Describe the
organisation’s
processes for
identifying and
assessing climate-
related risks.
FC 

Advisors. The purpose of these workshops was to gather insights from leaders around the business
on the climate-related threats and opportunities that were relevant to Entain, identifying those that
required further in-depth analysis to determine their impact on our business. In these workshops,
we explored three climate change scenarios outlined in Table 3, enabling the workshop participants
to draw out how each would affect Entain’s ability to deliver on our strategy. The climate-related


In 2023, we wanted to further integrate these threats and opportunities into our group enterprise
risk management framework and start evaluating their impact on the Group in absolute terms
as well as in relation to other business risks. We convened leaders and experts from across
the business to review the risks and assess them against our ‘Impact versus Action’ matrix, as
described on page 82. All risks were assessed for their impact on the business and the actions
required to bring those risks within Entain’s risk appetite. The impact of each risk was measured by

and services), the effect on the reputation of our brands and whether it affects our commitment to

very low impact to very high impact. Any climate-related risks potentially having a medium or above
impact on the Group is deemed as material and disclosed in Table 2. These material risks have been
integrated into our functional and divisional risk registers (see disclosure C below).
(b) Describe the
organisation’s
processes for
managing
climate-related
risks.
FC 
as described on pages 83 to 86. The feedback from our 2022 and 2023 TCFD workshops found
that our climate-related threats and opportunities do not qualify as Principal Risks but rather


functional and divisional risk registers and they are continuously reviewed by their divisional heads.

processes for
identifying,
assessing, and
managing climate-
related risks are
integrated into
the organisation’s
overall risk
management.
FC In 2023, we further embedded the process for identifying, assessing, and managing climate-related
risks into our overall risk management and governance framework, which is outlined on pages
79 to 82. As described above, all climate-related threats and opportunities have been assessed

opportunities have been integrated into functional and divisional risk registers and they are
continuously reviewed by their divisional heads along with other business risks on an annual basis.
58 Entain plc Annual Report 2023
1 Overview 8 Strategic report 88 Governance 140 Financial statements
TCFD
Metrics and Targets
(a) Disclose the
metrics used by
the organisation
to assess climate-
related risks and
opportunities

strategy and risk
management
process.
FC In 2023, the Group started evaluating our climate-related threats and opportunities against Entain’s
‘Impact versus Action’ matrix, described on pages 60 to 61. The impact of each risk was measured
different scenarios and timeframes by evaluating its potential:
 
operational impact
effect on the reputation of our brands
affect to health, safety, security, and well-being of our employees
This allowed us to evaluate the business impact of climate-related risks – from very low to very high
– across three different climate scenarios.
Entain also uses the following metrics to monitor its performance in managing transition risks and
progress against its Net Zero target:
Scope 1 and 2 greenhouse gas emissions
Scope 3 greenhouse gas emissions
Global energy consumption
Percentage of electricity purchased on renewable energy contracts
Water consumption (where data is available)
Waste (where data is available)


In line with prior years, the Group will report 2023 scope 3 data within its forthcoming 2023-24 ESG
Report, expected to be published in Q2 2024.
At the time of reporting, climate-related metrics are not linked to remuneration. Entain does not
currently have an internal carbon price.
(b) Disclose Scope 1,
Scope 2, and, if
appropriate, Scope
3 greenhouse gas
(GHG) emissions,
and the related
risks.
FC 
2023, and 2021, showing historical trends. We use the GHG Protocol Corporate Standard and GHG
Protocol Corporate Value Chain (Scope 3) Standard as our methodology, using the ‘operational
control’ boundary to disclose this information.
Given the reputational risk of inaccurate reporting and the need for high-quality ESG data, we
commissioned the Carbon Trust to assure our Scope 1, 2, and 3 data. Assurance of our Scope 1 and
2 information has taken place since 2019, and our Scope 3 data for 2021 and 2022 has now been
completed. These assurance statements available on the Entain website.
(c) Describe the
targets used by
the organisation to
manage climate-
related risks and
opportunities
and performance
against targets.
C 
Committee Report on page 131, linked with customer satisfaction and safer betting and gaming.
Currently, Entain does not have a climate-related target that is linked with remuneration.
As described on pages 50 to 51, we have set a Net Zero by 2035 target, which is underpinned by a
near-term reduction target of 29.4% in our scope 1, 2 and 3 emissions by 2027 from a 2020 baseline
year. In 2023, we started quantifying the impact of climate-related threats and opportunities. As


climate threats and opportunities. We will continue this in 2024 with further disclosures against


59Entain plc Annual Report 2023
1 Overview 8 Strategic report 88 Governance 140 Financial statements
TCFD

Link to Strategic
Priorities (see pages
23 to 25)
Principal
Risks Potential Impact
Physical Risk
Acute
Medium-term
5 – Drive
Market Share
08 –
execution of
the Group
Strategy
Threat: Disruption of live events on trading markets due to increased
 We see the risk of this in climate
scenarios where extreme weather events continue to affect society, sporting
events and other events that are critical to our markets. This may manifest
itself in last-minute cancellations or postponement of live events, which has
the potential to negatively impact revenues.
Physical Risk
Acute
Medium to
Long-term
3 – Tech & product
5 – Drive
market share
08 –
execution of
the Group
Strategy
 Entain
operates globally, and our climate-related physical risks will vary across our
markets and global operations. There are several key sites which are critical
to the day-to-day operations of the Group and where disruptions would
impact our ability to provide customers with our products and generate
revenues.
Physical Risk
Acute
Long-term
3 – Tech & product
5 – Drive
market share
02 – Data
Privacy
and Cyber
resilience
07 – Maintain
Technology
platform
resilience
08 –
execution of
the Group
Strategy
 Our
operations are highly dependent on technology and advanced information
systems. A disruption or interruption due to weather events in our critical
digital value chain could affect trading and customer experience.
Physical Risk
Chronic
Short-term
4 – 08 –
execution of
the Group
Strategy
Threat: Increased operational costs. In scenarios where global warming
is most prevalent, we may see an increase in costs for cooling our
infrastructure. This may have implications in terms of operating expenditure
due to increased energy usage, as well as capital expenditure where new
systems may need to be installed. Alternately, in a 1.5
o
scenario, we may


Physical Risk
Chronic
Medium-term
4 – 09 – ensure
Health,
safety,
security and
well-being of
employees,
customers,
and
communities
 In
the 2
o
and 3
o
scenarios, our colleagues may be impacted by the effects of
climate change in the medium to long term. The increase in vector-borne
diseases in new locations in the long term may also impact absentee rates.
Similarly, travel disruptions and increased costs of living may affect our
colleagues’ ability to travel to work.
Transition Risk
Policy & Legal
Short-term
2 – Key Markets
4 –
01 – Laws,
Regulations,
Licensing and
Regulatory
Compliance
Threat: Increased regulatory requirements to disclose our climate
impacts and demonstrate progress against our targets. This risk is
particularly relevant to our strategy to grow in key markets, notably our
BetMGM and US strategic priority, where operations in these markets may
require further compliance with climate-related reporting regulations. This
may lead to increases in costs of compliance, such as external assurance
costs, and penalties for non-compliance.
Table 2- Summary of our most material climate-related risks and opportunities and their
estimated impact
60 Entain plc Annual Report 2023
1 Overview 8 Strategic report 88 Governance 140 Financial statements
TCFD
Business Impact
Strategic Response & Resilience1.5
o
C2
o
C3
o
C
As a global entertainment business, Entain facilitates betting and gaming across more than 30
sports and offers betting opportunities on more than 40,000 different events in any given week. The

In response to this threat, we have incorporated physical climate-related risks into the management

Business continuity plans and arrangements for off-site data storage, alternative system availability
and remote working for key operational colleagues and senior management have been tested to
certain extents throughout the Covid-19 pandemic and continue to be subject to ongoing review.
We are managing this threat by incorporating climate-related physical risks into the management
of our current Principal Risk – Maintain Technology Platform Excellence. Our technology resilience
is supported by robust operational procedures and business continuity plans. All critical revenue-
generating systems are built to mission-critical and high availability standards with all operational
data across the ecosystem protected, replicated, and safeguarded. As part of the Group’s technology
strategy and objectives we are continuously enhancing our processes and making further
improvements and, where necessary, to automate the Group’s full geographical disaster recovery
capability.
We are already addressing this threat through the decarbonisation of our operations (please

improvements.
Supporting our colleagues is an essential part of our ESG strategy and we will continue to monitor
the needs of our colleagues to make Entain the best place to work. As stated above, we already have
arrangements in place for remote working across our different business functions and operations. We
have worked with our IT teams to ensure that all colleagues (excluding colleagues working in shops)
have the equipment they need to work remotely.
We have an established process in place to report robust organisational emissions – which are
assured annually by the Carbon Trust – to comply with our requirements as a UK-listed company.
At the beginning of 2024, we started implementing Normative’s carbon accounting tool to continue
improving our data collection and quality. We continue to monitor changing regulation in the markets
and jurisdictions where we operate and improve the robustness of our emissions reporting.
Key:
Low Medium High Very High
61Entain plc Annual Report 2023
1 Overview 8 Strategic report 88 Governance 140 Financial statements
TCFD

Link to Strategic
Priorities (see pages
23 to 25)
Principal
Risks Potential Impact
Transition Risk
Market
Long-term
1 – Portfolio Review
5 – Drive
market share
Threat: Changing Customer Behaviour. In the 2
o
and 3
o
scenarios,
reducing crop yields and supply chain shocks may increase the cost of living
in the short to medium term. This may reduce the income available to our
customers to spend on entertainment. In addition, more extreme weather
events may lead to changes in how customers engage with our products.
For example, we may experience a decrease in the footfall of customers
travelling in person to our shops. We could also notice an increase in
customers receiving entertainment within the home, with a positive impact
on our digital business and ability to attract new audiences.
Transition Risk
Technology
Reputation
Short to
Medium-term
4 – 
decarbonisation process. It remains uncertain how the wider economy will
respond to climate change, and therefore the availability and pricing of low-
carbon solutions. In the 2
o
and 3
o
scenarios, the availability of low-carbon
alternatives would be lower. This has the potential for lower availability of
these products and services, in turn leading to increased costs for reaching
our net zero target. Our suppliers may face similar challenges and fail to
support our Net Zero commitment, impacting our ability to decarbonise our
business within the timeline we set. This would have follow-on reputational
risks to the Group. In the longer term, we also see a risk due to price
uncertainty in credible carbon removals that will be required to mitigate any
of our residual emissions to achieve our Net Zero target in 2035, in line with
the Science Based Targets Initiative (SBTi)’s Net Zero Standard.
Opportunity
Products

Short-term
 06 –
Attracting
and retaining
key talent
Opportunity: Sustainability Leadership. In a 1.5
o
scenario, where
there is immediate and rapid decarbonisation, we anticipate ambitious
decarbonisation commitments from our suppliers and greater availability of
lower-emissions products and services at scale, reducing the costs required
to deliver our net-zero strategy. This presents Entain with an opportunity

2035 ambition.
Table 2- Summary of our most material climate-related risks and opportunities and their
estimated impact
continued
62 Entain plc Annual Report 2023
1 Overview 8 Strategic report 88 Governance 140 Financial statements
TCFD
Business Impact
Strategic Response & Resilience1.5
o
C2
o
C3
o
C
We don’t anticipate this threat to materialise in the short to medium-term. Furthermore, our access
to both the online and retail markets mitigates the threat of a reduced footfall in our shops as we
can offer our products to customers directly in their homes. We will continue to monitor changes in

expenditure decisions when considering the location of our shops.


certainty. We are also actively engaging with our suppliers on decarbonisation, with an initial focus
on these 19 suppliers who represent over a third of our scope 3 emissions. Our new partnership with

from our suppliers. Whilst the price of offset is not a threat for the Group in the short to mid-term, we
will continue to monitor carbon markets and carbon removal standards developments.
Entain has the necessary strategy and governance in place to seize this opportunity. Decarbonisation
is a central part of our ESG Strategy. We are committed to achieve Net Zero emissions by 2035 and
are now focused on achieving our near-term science-based target. We have committed to a reduction
of 29.4% in our scope 1, 2 and 3 emissions by 2027 from a 2020 baseline year. This has been
submitted to the Science-based Targets initiative to ensure our journey to decarbonisation is in line
with limiting global warming to 1.5
o
, as per the Paris Agreement. Our Net Zero Action Group, which

to board-level Sustainable & Compliance Committee. Please refer to page 43 for more details.
Table 3 – Entain’s Climate Change Scenarios
The three scenarios used in identifying Entain’s climate-related threats and opportunities have been tailored for the group, based on
a combination of evidence and sources, primarily provided by the Intergovernmental Panel on Climate Change (IPCC), the International
Energy Agency (“IEA”), and the Principles for Responsible Investment (PRI).
Scenario Basis Description
1.5OC  
PRI IPR: 1.5C Required Policy Scenario
Action taken has achieved the aims set out in the 2015 Paris Agreement
to limit climate change rise to below 1.5°C of pre-industrial levels, but with

2.0oC
 
PRI IPR: Forecast Policy Scenario
Not much has changed from today. Some action has been taken, but it’s very
much business as usual. Uncertainty increases and impacts of a changing
climate manifest themselves in vulnerable parts of the world.
3.0oC
 Economies around the world have continued to be powered by fossil fuels.
As a result, the planet reaches a point where it is in crisis and well past the
point of no return by 2030. Global warming has accelerated and changes in
climate are all around, tangible and, in some cases, catastrophic.
Key:
Low Medium High Very High
63Entain plc Annual Report 2023
1 Overview 8 Strategic report 88 Governance 140 Financial statements
TCFD
Engaging with
stakeholders
In addition, the Remuneration Committee
assesses the overall performance of
the Group, including progress against
its responsible betting and gaming
ambitions as well as delivery against its
Environmental, Social and Governance
(“ESG”) strategy to support decision making
on remuneration outcomes.
To ensure that the Group continues to
operate in line with good corporate practice,
Directors as part of their induction receive
training on the scope and application of
Section 172 to ensure that they are aware
of how a Board, in its decision making, must
consider its stakeholders.
Our approach
The Board believes in the importance
of engaging in effective communication
with all of its stakeholders. Depending on
the nature of the issue in question, the
relevance of each stakeholder group may
vary and not every decision the Board
makes will necessarily result in a positive
outcome for every stakeholder.
At each meeting the Board ensures that the
process of considering its stakeholders is
embedded in papers it receives to enable it
to discharge its duties. The Board monitors
the progress and delivery of strategic
initiatives through metrics reported
in meetings.
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

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.
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.
Colleagues
In order to gather feedback from colleagues around the Group, Board members
participated in a number of virtual and face-to-face employee events in 2023.

major employment locations.
These Forums are a vital component of
our employee listening and engagement
strategy, enabling our people to discuss
how their teams connect with the
company purpose, strategy and values, as
well as discussing topics that impact them
and their colleagues.
Virginia McDowell, Chair of both the
Sustainability & Compliance and the
Remuneration Committees, is our
appointed Designated Workforce
Director, a position she has held since
2019. Virginia is a regular attendee at
Employee Forums, enabling her to provide
the Board and its Committees with
informed feedback and insight into the
realities of everyday working life at Entain.
Virgina McDowell and Rahul Welde
(Independent Non-Executive Director)
attended both the National Forum AGM
and the Global Engagement Conference
in 2023.
In addition, we regularly hold hybrid
virtual and physical ‘townhall’ meetings
through which our CEO, Board Directors
and senior management provide updates
and dialogue with our colleagues.
Twelve such hybrid townhall meetings

locations In 2023.
We believe that by encouraging and
supporting a diverse workforce where
individuals can thrive and success no
matter their background, is the best
way maximise our talent pool and better
represent our global customer-base.
We do not discriminate on the basis
of age, disability, gender or gender
reassignment, pregnancy or maternity,
race, religion or belief, sexual orientation

Read more: pages 53 to 57
1
64 Entain plc Annual Report 2023
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Shareholders



and sustainability objectives. The Group undertakes regular conference calls and

and group calls, publication of the Annual Report, dedicated ESG Report, press
releases and Stock Exchange announcements. In 2023, the Group conducted a




In addition to these meetings and
conferences, as well as the usual trading

calendar, the Group also held four
shareholder events throughout the year.
These included a detailed business and
strategy update held In November 2023;
two updates on the performance of
the Group’s BetMGM joint venture and;
Entain Sustain, a virtual showcase and
presentation of the Group’s refreshed
sustainability strategy in December.
The Board receives feedback on
shareholder views through a variety of
channels, including regular meetings
throughout the year between
shareholders, our Chairman and executive
management. In addition to providing
the Board with updates on shareholder
discussion topics as part of its regular
Board reports, over the past year the
investor relations team conducted three
feedback and audit exercises to enable
us to better address investors views
based on a number of satisfaction and

including perception of the Group’s
strategy, management and opportunities
as well as delivery versus expectations
and transparency.
The quantitative analysis and qualitative
feedback were presented to the Board
during the year. The audits showed
positive progress in investor engagement
through the year with Entain performing
more positively than the benchmark
in all measures. In addition, Board
members listen in to results and trading
updates held by the Group for analysts
and institutional investors and can hear
directly the questions and comments
on Company performance and are

commentary on the Company throughout
the year.
Customers
Our customers’ interests range from product availability, ethical behaviour, service,
pricing and promoting responsible attitudes to betting and gaming. The Group, as
part of its commitment to safer betting and gaming, engages through initiatives


Our industry-leading ARC
TM
safer betting and gaming programme was developed in
recognition of the importance of tailoring our approach to the individual customer and
providing them with the protection and assurance which they should expect from us.
Read more: pages 43 to 52
Read more: pages 8 to 11
2
3
65Entain plc Annual Report 2023
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Engaging with
stakeholders
Suppliers

customer and creditor payment policies. As part of the three-year modern slavery


necessary, request the completion of supplier self-assessment questionnaires.
As part of approach to ensuring a responsible supply chain, last year engaged
EcoVadis, the world’s largest platform for supplier sustainability ratings.
The EcoVadis platform enables us to evaluate our key suppliers and set corrective
action plans across four topics – environment, labour and human rights, ethics, and
sustainable procurement.
Our supplier interests range from fair trading, payment terms, success of the business
and long-term partnerships. The Group engages with suppliers by direct engagement,
supplier conferences and corporate responsibility and ethics reporting. The Board in its
duties receives regular reporting on retail performance and modern slave.
Read more: page 55
Our Communities

and good causes including safer betting and gaming measures, investment in
grassroots sport, reducing environmental impact, diversity in technology and

Entain has committed to investing £100m

range of initiatives and good causes In
areas including safer betting and gaming
measures, investment in grassroots sport,
reducing environmental impact, diversity
in technology and projects with a clear link
to our local communities.

the Group’s Pitching In grassroots sport
investment programme, through which
the Entain Foundation supports The
Trident Leagues in the UK, made up of
248 clubs at the heart of England’s non-
league football pyramid. The Foundation
also supports a range projects to promote
diversity in and through technology and
partnered with ComputerAid and the
Turing Trust in 2023 to deliver community
hubs in sub-Saharan Africa. The Company
provides a comprehensive update to
stakeholders through the publication of
both annual ESG report and annual Social
Impact Report.
The Board has overall oversight of
corporate responsibility planning and
reporting as well as involvement in
corporate affairs strategy which is
delegated to the Sustainability and
Compliance Committee. The Sustainability
and Compliance Committee is advised
by the executive ESG Steering Group and
also works with external consultants
which assist the operational units and
review the environmental and social
performance data.
4
5
Read more: pages 57 to 60
66 Entain plc Annual Report 2023
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Engaging with
stakeholders
Read more: pages 36 to 37
Regulators


stakeholders. These include regulators, investors, trade associations, safer betting
and gaming charities and customers. This engagement is core to our ability to



regulators on an open and regular basis helps us to ensure that each of them

policymakers shape our industry environment to best serve our stakeholder group

Governments and regulators
UK Government departments.
UK Gambling Commission.
Governments and regulators
in territories where we hold
gaming licences.
US state licensing bodies.
National information commissioners.
Domestic and International
trade Associations.
What are their expectations?
Providing an enjoyable and safe
leisure experience.
Making sure we operate legally and in a
fair manner.
Minimising harm and maximising
player protection.
Ensuring that we protect the young and
the vulnerable.
Reducing crime and unlawful behaviour.

Ongoing dialogue with regulators,
domestic and international trade
associations and local authorities.
Responding to the UK Government’s
Review of the 2005 Gambling Act.
Numerous face-to-face
meetings bilaterally or as part of
industry meetings.
Quarterly meetings, at a minimum,
between the UK Gambling Commission
and senior members of Entain’s
leadership team.
Detailing governance, risk management
and safer betting and gaming
strategies through submission to the
UK Gambling Commission Annual
Assurance Statement process.
Partnerships with the GB Health &
Safety Executive.
Engagement with the Nevada Gaming
Commission’s Compliance Committee
Formal meetings with our regulators in
Gibraltar, Malta, the US and our other
global regulated jurisdictions.
Engage with the Department of
Justice in Ireland as it implements
new Anti-Money Laundering

Respond to formal regulatory
consultations including most recently
the call for evidence on affordability
by the
UK Gambling Commission and RG
consultations in Spain and Sweden.
e-betting and gaming international
workshops in Spain, annual industry
meeting in Denmark and the ‘Licensing
information session’ in Germany.
Suspicious activity disclosed to relevant
national bodies and membership of

Engagement with regulatory authorities
in regulating markets via local
associations and advisors in the run up
to licensing (eg Finland, Brazil).
6
67Entain plc Annual Report 2023
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Engaging with
stakeholders
Rob Wood
Chief Financial Ofﬁcer

1 Overview 8 Strategic report 88 Governance 140 Financial statements
Entain plc Annual Report 202368
Financial Highlights:
Group NGR (excluding US) up +11% (+11%cc
2
), -2% on a proforma basis
– Online NGR up +12% (+12%cc
2
) in 2023, -3% on a proforma basis
• Excluding regulatory impacts, underlying proforma Online NGR growth of
+3%cc
2
• Record level of Online active customers, +23% YoY, +10% proforma
5
– Retail NGR up +9% (+8%cc
2
), proforma +2%cc
2
, reﬂecting the acquired shops
in New Zealand and Poland, and the continued strength of the retail estate
BetMGM delivered a strong performance through the year
– 2023 NGR of $1.96bn, +36% year on year at the top end of expectations
– 14% market share in sports betting and iGaming in the markets where
BetMGM operates
– Positive EBITDA for H2 2023
Group proﬁt after tax before separately disclosed items was £339.1m
(2022: £223.9m)
Group loss after tax was £878.7m (proﬁt of £32.9m), reﬂecting the DPA
settlement and impairment charges related to Australia point of consumption
tax increases and portfolio optimisation
Net debt of £3,290.9m (2022: £2,749.8m) and leverage of 3.3x
(3.1x proforma
5
)
Adjusted diluted EPS of 44.2p (2022: 60.5p)
Second Interim Dividend of 8.9p per share announced, bringing the total
dividend for the year to 17.8p per share
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 constant currency
2
, proforma
3
, Contribution
4
and EBITDA
5
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.





3



 Annual Report 2023 69
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Chief Financial
Ofﬁcer’sReview
Financial Performance Review
Group
Year Ended 31 December
Results
1
2023
£m
2022
£m
Change
%
CC
2
%
NGR 4,833.1 4,348.9 11% 11%
VAT/GST
(63.5) (52.0) (22%) (29%)
Revenue
4,769.6 4,296.9 11% 11%
Gross proﬁt
2,907.0 2,714.7 7%
Contribution
4
2,279.4 2,128.9 7%
Operating costs excluding marketing costs (1,271.5) (1,135.7) (12%)
Underlying EBITDA
5
1,007.9 993.2 1%
Share based payments
(21.7) (19.2) (13%)
Underlying depreciation and amortisation
(301.5) (238.1) (27%)
Share of JV (loss)/income (42.9) (194.1) 78%
Underlying operating proﬁt
6
641.8 541.8 18%
Results
1
:
NGR and Revenue increased by +11% versus 2022 (+11%cc
2
), with proforma
3
growth in Retail and the beneﬁt of acquisitions more than
offsetting a -3%cc
2
proforma
3
decline in Online NGR, as we continue to face regulatory headwinds in both the UK and Germany and
experienced soft trading in Australia and Brazil. Total Online NGR was +12% ahead of 2022 whilst Retail NGR was +9% ahead.
Contribution
4
in the year of £2,279.4m was +7% higher than 2022 reﬂecting the increase in NGR, offset by a reduction in contribution
margin of -1.8pp, due to territory mix, increased taxation in Australia and the reclassiﬁcation of certain content costs in Retail to cost of
sales rather than operating costs, following the move to a revenue share arrangement.
Operating costs were 12% higher due to the impact of acquisitions (8pp), FX (1pp) and underlying inﬂation, including wage rate and
energy price inﬂation, partially offset by the reclassiﬁcation of costs to cost of sales. Resulting in underlying EBITDA5 of £1,007.9m, +1%
higher than 2022.
Share based payment charges were £2.5m higher than last year, while underlying depreciation and amortisation was 27% higher,
reﬂecting the impact of businesses acquired in the year (14pp), the annualisation of prior year acquisitions and continued investment in
the business. Share of JV losses of £42.9m includes an operating loss of £42.0m relating to BetMGM (2022: £193.9m), which was in line
with expectations.
Group underlying operating proﬁt
6
was +18% ahead of 2022. After charging separately disclosed items of £1,286.5m (2022: £213.2m),
Group operating loss was £644.7m (2022: proﬁt of 328.6m).
Online
Year Ended 31 December
Results
1
2023
£m
2022
£m
Change
%
CC
2
%
Sports wagers 13,724.5 14,090.5 (3%) (2%)
Sports margin 13.7% 12.9% 0.8pp
Sports NGR 1,531.0 1,443.7 6% 7%
Gaming NGR 1,837.6 1,576.9 17% 15%
B2B NGR 57.9 29.9 94% 90%
Total NGR
3,426.5 3,050.5 12% 12%
VAT/GST (59.9) (52.0) (15%) (21%)
Revenue
3,366.6 2,998.5 12% 12%
Gross proﬁt 1,980.1 1,829.6 8%
Contribution
4
1,369.8 1,254.2 9%
Contribution
4
margin 40.0% 41.1% (1.1pp)
Operating costs excluding marketing costs (512.4) (426.0) (20%)
Underlying EBITDA
5
857.4 828.2 4%
Share based payments (7.3) (7.8) 6%
Underlying depreciation and amortisation (160.2) (118.3) (35%)
Share of JV (loss)/income
(1.4) (0.2) (600%)
Underlying operating proﬁt
6
688.5 701.9 (2%)
 Annual Report 202370
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Chief Financial
Ofﬁcer’sReview
Results
1
:
Whilst there is underlying momentum in a number of our key markets, regulatory headwinds in the UK and Germany, as well as weaker
trading in Australia and Brazil, impacted NGR performance in 2023. Resulting proforma3 Online NGR was down -3%cc
2
in the year but,
with the beneﬁt of acquisitions total Online NGR was +12%cc
2
ahead of 2022. Whilst proforma
3
NGR was down year on year, actives
grew +10% year on year on a proforma
3
basis, emphasising the ongoing attraction of our brands to our customers.
In the UK, we continue to absorb the impact of regulatory changes and as a result NGR was down -6%. Excluding the impact of these
regulatory headwinds, we estimate that underlying NGR was +4% ahead of 2022, while actives were +18% higher than the same period
last year.
In Italy, constant currency
2
NGR was +3% ahead of 2022. Whilst our brands, along with the rest of the market, lost online market share
to one of the leading operators during 2023, our omni-channel offering continues to resonate with customers with combined Online and
Retail NGR +63%cc
2
ahead of pre-Covid levels.
Local market conditions in Australia have been challenging during 2023 leaving year on year NGR -6% down on a constant currency
2
basis. Whilst we expect trading to remain challenging in 2024, we remain conﬁdent in our strategy focusing on brand differentiation,
newand innovative products and the customer experience.
In Germany, whilst we have seen some non-compliant operators exit the market, the continued lack of robust regulatory enforcement
as well as new regulation last Summer continues to impact the business. Resulting NGR in 2023 was -26% behind 2022 on a constant
currency
2
basis, primarily driven by lower spend per head. Whilst we received our gaming licences in November 2022, it is disappointing
that we are still yet to see the level of enforcement action that is needed in this market to combat unlicensed operators and ensure
customers are protected.
In Brazil, we continue to see a ﬁercely competitive market ahead of regulation with a signiﬁcant increase in the amount spent on
marketing by various operators. Whilst we were initially slow to react to changes in the market, we are conﬁdent that following a change
in our regional leadership we now have the team and localised expertise needed to regain share in this exciting growth market, an
opportunity that our 365Scores acquisition will help us further leverage. NGR in Brazil was -14%cc
2
behind the prior year.
Georgia NGR was +7%cc
2
ahead of 2022 on a constant currency2 basis, with our Crystalbet brand performing strongly following the
implementation of new regulation in the prior year. Following a strong 2023, our Crystalbet brand continues to be the market leader
in Georgia.
In the Baltics , proforma
3
NGR was +3%cc
2
ahead of 2022 despite high inﬂation rates in the region. Our brands remain resilient despite
the economic pressures in the Baltic states and we continue to attract more customers each year with proforma3 actives +13% ahead
of 2022.
Our Entain CEE business continues to perform well with proforma
3
NGR +13%cc
2
ahead year on year. NGR in our SuperSport business in
Croatia was +29%cc
2
ahead of 2022 (proforma
3
) maintaining its position as the market leader. NGR in our recent acquisition in Poland,
STS, was ﬂat year on year with c4%cc
2
growth to the end of Q3 offset by poor margins in October.
NGR in our newly acquired New Zealand business was £84.7m in 2023, slightly ahead year on year on a proforma
3
basis.
Contribution
4
margin of 40.0% was in line with guidance but 1.1pp behind 2022 due to territory mix and the impact of additional taxation
in Australia which was implemented in H2 of 2022.
Operating costs were 20% higher than 2022 with recent acquisitions driving 16pp of the increase and FX 1pp with the remaining 3pp
due to underlying inﬂation offset by the initial beneﬁts from Project Romer.
Underlying EBITDA
5
of £857.4m was +4% ahead of 2022, albeit ﬂ at year on year excluding the beneﬁt of TAB NZ accounting
treatment to 2023, reﬂecting the contribution
4
from acquired businesses offset by the decline in proforma
3
NGR and 1.1pp reduction in
contribution margin.
Resulting underlying operating proﬁt
6
of £688.5m was £13.4m behind 2022 with depreciation and amortisation of £160.2m, £41.9m
higher than 2022, half of which is a result of the impact of new acquisitions, including annualisation of those in the prior year, with the
remainder of the increase due to recent investment in our technology and product. After charging separately disclosed items of £481.1m
(2022: £114.0m), operating proﬁt was £207.4m (2022: £701.9m).
 Annual Report 2023 71
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Chief Financial
Ofﬁcer’sReview
Retail
The Retail business is made up of our Retail estates in the UK, Italy, Belgium, Croatia, New Zealand, Republic of Ireland and Poland.
Year Ended 31 December
Results
1
2023
£m
2022
£m
Change
%
CC
2
%
Sports wagers 4,341.7 3,827.3 12% 11%
Sports margin 18.9% 18.3% 0.6pp
Sports NGR/Revenue 813.0 705.2 15% 14%
Machines NGR/Revenue 573.7 572.6 0% 0%
NGR
1,386.7 1,277.8 9% 8%
VAT/GST
(3.6) –––
Revenue
1,383.1 1,277.8 8% 8%
Gross proﬁt
900.2 860.0 5%
Contribution
4
890.3 852.1 4%
Contribution
4
margin 64.2% 66.7% (2.5pp)
Operating costs excluding marketing costs
(606.1) (571.9) (6%)
Underlying EBITDA
5
284.2 280.2 1%
Share based payments
(2.4) (2.3) (4%)
Underlying depreciation and amortisation
(132.1) (112.4) (18%)
Share of JV income
– ––
Underlying operating proﬁt
6
149.7 165.5 (10%)
Results
1
:
Our Retail businesses continue to show the strength of their offer and customer appeal with 2023 Revenue and NGR both +8%cc
2
ahead
of 2022 and proforma
3
NGR +2%cc
2
ahead.
In the UK, NGR was +2% ahead of 2022 on a LFL
7
basis, with strong performance across both sports and gaming. Our strong underlying
performance continues to be driven by an ongoing focus on market leading content for our gaming machines and betting terminals with
both providing a proposition akin to the digital offering but combined with the in-shop experience that cannot be replicated online.
NGR in Italy was up +16% on a constant currency
2
basis with a number of enhancements to our offering and the customer
experience including cash-out, reduced minimum bet sizes and continuous development of our SSBT proposition driving greater
customer engagement.
Proforma3 NGR in Croatia grew at +14%cc
2
year on year further enhancing our market leading position and reﬂecting our program of
improvements to the customer offer, including the introduction of a loyalty scheme and enhanced sports content.
In Belgium, NGR was up +10%cc
2
with Ireland NGR +1%cc
2
ahead year on year. Our newly acquired Retail businesses in Poland and
New Zealand contributed £40.4m of NGR during 2023.
Contribution
4
of £890.3m was +4% ahead of 2022 with contribution
4
margin falling by 2.5pp due to territory mix and the impact
of certain content costs (1pp) which are now classiﬁed as cost of sales rather than operating costs as they move to revenue share
arrangements from ﬁxed fees.
Operating costs were 6% higher than in 2022 with the impact of acquisitions (5pp) and inﬂation, including wage rate and energy price
inﬂation, more than offsetting the beneﬁt of costs which are now classiﬁed within cost of sales.
Resulting underlying EBITDA
5
of £284.2m was £4.0m ahead of 2022. Depreciation of £132.1m was £19.7m higher than 2022, largely
due to the impact of acquisitions and the continued investment in our retail estates. Underlying operating proﬁt
6
of £149.7m was £15.8m
behind 2022 and, after charging £22.8m of separately disclosed items (2022: £57.4m), operating proﬁt was £126.9m, £18.8m ahead of
last year.
New Opportunities
Year Ended 31 December
Results
1
2023
£m
2022
£m
Change
%
Underlying EBITDA
5
(29.3) (29.1) (1%)
Share based payments (0.7) (0.3) (133%)
Underlying depreciation and amortisation (5.7) (4.5) (27%)
Share of JV (loss)/income
(1.5) (0.4) (275%)
Underlying operating loss
6
(37.2) (34.3) (8%)
 Annual Report 202372
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Chief Financial
Ofﬁcer’sReview
Results
1
:
New Opportunities underlying costs
5
of £29.3m were 1% higher than 2022 with increased start-up marketing costs in our Unikrn brand
offset by reduced costs associated with our innovation programme. Unikrn has now been closed as a B2C operation and development
of our e-Sports wagering offering is now focused on our existing labels. After depreciation and amortisation and share of JV loss, New
Opportunities underlying operating loss
6
was £37.2m, an increase in losses of £2.9m on 2022 and, after charging separately disclosed
items of £44.3m (2022: £nil), was a loss of £81.5m, £47.2m more than in the prior year.
Other
Year Ended 31 December
Results
1
2023
£m
2022
£m
Change
%
CC
2
%
NGR/Revenue 26.7 25.1 6% 6%
Gross proﬁt
26.7 25.1 6%
Contribution
4
26.3 25.0 5%
Operating costs excluding marketing costs
(21.0) (20.1) (4%)
Underlying EBITDA
5
5.3 4.9 8%
Share based payments – ––
Underlying depreciation and amortisation
(2.7) (2.7) –
Share of JV income 2.0 0.4 400%
Underlying operating proﬁt
6
4.6 2.6 77%
Results
1
:
NGR of £26.7m was 6% higher than 2022 driven by additional income in our greyhound stadia with 2022 impacted by adverse weather.
Underlying EBITDA
5
of £5.3m was an increase of £0.4m on 2022, with the additional NGR offset by increased overheads associated
with the aforementioned increase in number of meets. Underlying operating proﬁt
6
of £4.6m was £2.0m ahead of last year and after
charging separately disclosed items of £nil (2022: £0.7m) was £2.7m ahead of 2022.
Corporate
Year Ended 31 December
Results
1
2023
£m
2022
£m
Change
%
Underlying EBITDA
5
(109.7) (91.0) (21%)
Share based payments (11.3) (8.8) (28%)
Underlying depreciation and amortisation (0.8) (0.2) (300%)
Share of JV loss (42.0) (193.9) 78%
Underlying operating loss
6
(163.8) (293.9) 44%
Results
1
:
Corporate underlying costs
5
of £109.7m were £18.7m higher than last year driven by increases in our contributions to Research,
Education and Treatment, including GambleAware, increased legal costs and ongoing investment in our governance policies
and procedures.
After share based payments, depreciation and amortisation and share of JV losses, Corporate underlying operating loss
6
was £163.8m,
a decrease of £130.1m. The share of JV loss of £42.0m relates to BetMGM. After charging separately disclosed items of £737.2m
(2022: £41.1m), the operating loss was £902.0m versus £335.0m in 2022.
Notes
1. 2023 and 2022 statutory results are audited with the tables presented relating to continuing operations and include both statutory and non-statutory measures.
2. Growth on a constant currency basis is calculated by translating both current and prior year performance at the 2023 exchange rates.
3. Proforma references include all 2022 and 2023 acquisitions as if they had been part of the Group since 1 January 2022.
4. Contribution represents gross proﬁt less marketing costs and is a key performance metric used by the Group, particularly in Online.
5. EBITDA is earnings before interest, tax, depreciation and amortisation, share based payments and share of JV income. EBITDA is stated pre separately disclosed items.
6. Stated pre separately disclosed items.
7. UK Retail LFL YoY NGR is calculated based on shops that traded for the full year in both 2023 and 2022.
 Annual Report 2023 73
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Chief Financial
Ofﬁcer’sReview
Statutory Performance Review
Year Ended 31 December
Results
1
2023
£m
2022
£m
Change
%
CC
2
%
NGR 4,833.1 4,348.9 11% 11%
Revenue 4,769.6 4,296.9 11% 11%
Gross proﬁt 2,907.0 2,714.7 7%
Contribution
4
2,279.4 2,128.9 7%
Underlying EBITDA
5
1,007.9 993.2 1%
Share based payments (21.7) (19.2) (13%)
Underlying depreciation and amortisation
(301.5) (238.1) (27%)
Share of JV loss (42.9) (194.1) 78%
Underlying operating proﬁt
6
641.8 541.8 18%
Net underlying ﬁ nance costs
6
(229.4) (84.7)
Net foreign exchange/ﬁnancial instruments
32.5 (135.3)
Proﬁt before tax pre separately disclosed items
444.9 321.8
Separately disclosed items:
Amortisation of acquired intangibles
(254.6) (116.9)
Recognition of HMRC settlement liability (585.0) –
Other (447.9) (102.0)
(Loss)/proﬁt before tax (842.6) 102.9
Tax
(36.1) (70.0)
(Loss)/proﬁt after tax from continuing activities (878.7) 32.9
Discontinued operations
(57.8) (13.4)
(Loss)/proﬁt after tax (936.5) 19.5
NGR and Revenue
Group NGR and revenue were +11% ahead of last year and the same on a constant currency basis
2
, with Online NGR +12% and Retail
NGR +9% year on year. Further details are provided in the Financial Performance Review section.
Underlying operating proﬁt
6
The Group reported underlying operating proﬁt
5
of £641.8m, +18% ahead of 2022 (2022: £541.8m). Underlying EBITDA
5
was +1%
ahead, with the increase in revenue offset by additional taxes, particularly in Australia, and increased operating costs largely associated
with acquired businesses and inﬂation. Depreciation and amortisation was -27% higher than 2022 driven by depreciation on acquired
businesses as well as on our recent investment in product and technology. The Group’s share of BetMGM losses in the period were
£42.0m, £152.1m lower than 2022 as the business continues on its path to proﬁtability. Analysis of the Group’s performance for the
period is detailed in the Financial Performance Review section.
Financing costs
Underlying ﬁnance costs of £229.4m excluding separately disclosed items of £1.0m (2022: £5.7m) were £144.7m higher than 2022
driven by interest on the Group’s new $1bn USD term loan, which was raised in Q4 of 2022, increased drawdowns on the Group’s RCF
and the impact of the increase in global interest rates.
Net gains on ﬁnancial instruments, driven primarily by a foreign exchange gain on re-translation of debt related items, were £32.5m in
the period (2022: £135.3m loss). This gain is offset by a foreign exchange loss 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 £1,287.5m (2022: £218.9m) and relate to the Deferred Prosecution
Agreement (“DPA”) with the Crown Prosecution Service of £585.0m (2022: £nil), £254.6m of amortisation on acquired intangibles
(2022: £116.9m), corporate transaction costs of £17.8m (2022: £23.9m), restructuring costs, including the initial costs of Project Romer,
of £49.7m (2022: £11.8m) and legal and onerous contract costs of £17.6m (2022: £8.1m) primarily relating to the legal costs associated
with the HMRC investigation. The Group also recorded a £1.0m loss on disposal of assets (£2022: £1.0m), £71.8m on movements in fair
value of contingent consideration (2022: £1.0m income), primarily relating to discount unwind on Tab NZ consideration, and £1.0m in
ﬁnancing costs (2022: £5.7m).
In addition, the Group has also recognised an impairment charge of £289.0m during the current year (2022: £7.0m) with impairments
recognised against our Australian business of £190.0m, our closed B2C operations in Unikrn and Africa of £78.1m, and smaller
impairments against our ROI Retail business, closed shops and ofﬁces in the UK and our Totolotek business in Poland of £20.9m.
The charge which has arisen in the Group’s Australian CGU is a result of the impact of ongoing increases in the rate of Point of
Consumption tax across certain states and a forecast decline in Australian revenues in 2024 as a result of a reduced market outlook.
 Annual Report 202374
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Chief Financial
Ofﬁcer’sReview
Our Australian business continues to be proﬁtable and strategically important. Post the annualisation of the tax increases and
stabilisation of local market conditions, we expect our Australian business to return to growth.
During the prior year, the Group also recognised a £45.5m charge in respect of the repayment of amounts received under the
Governments Covid Furlough scheme.
Separately disclosed items
2023
£m
2022
£m
Legal settlement (585.0) –
Amortisation of acquired intangibles (254.6) (116.9)
Impairment (289.0) (7.0)
Corporate transaction costs (17.8) (23.9)
Restructuring costs (49.7) (11.8)
Legal and onerous contract costs (17.6) (8.1)
Loss on sale of assets
(1.0) (1.0)
Movement in fair value of contingent consideration
(71.8) 1.0
Other including ﬁnancing
(1.0) (5.7)
Furlough repayments – (45.5)
Total
(1,287.5) (218.9)
Proﬁt/(loss) before tax
The Group’s proﬁt before tax
5
and separately disclosed items was £444.9m (2022: £321.8m), a year-on-year increase of £123.1m
with the growth in underlying EBITDA
5
, a decrease in BetMGM losses and a gain on foreign exchange partially offset by the increase in
depreciation and amortisation and interest. After charging separately disclosed items, the Group recorded a pre-tax loss from continuing
operations of £842.6m (2022: £102.9m proﬁt), with the separately disclosed costs discussed above having a signiﬁcant impact on the
reported results.
Taxation
The tax charge on continuing operations for the period was £36.1m (2022: £70.0m), reﬂecting an underlying effective tax rate pre-
BetMGM losses and foreign exchange gains on external debt of 23.0% (2022: 15.4%) and a tax credit on separately disclosed items of
£69.7m (2022: charge of £27.9m).
Discontinued operations
During the current year, the Group recorded a £57.8m (2022: £13.4m) loss in discontinued operations relating to its former Intertrader
business which was disposed of in November 2021. The loss recorded primarily reﬂ ects legal costs associated with historic matters as
well as a provision for a potential settlement with former owners of part of the business following a long running legal dispute.
 Annual Report 2023 75
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Chief Financial
Ofﬁcer’sReview
Cash ﬂow
Year Ended 31 December
2023
£m
2022
£m
Cash generated by operations 810.0 846.9
Corporation tax
(137.3) (106.1)
Interest
(224.6) (100.6)
Net cash generated from operating activities 448.1 640.2
Cash ﬂows from investing activities:
Acquisitions & disposals (1,315.4) (738.6)
Cash acquired/(disposed) 87.9 29.9
Dividends received from associates 9.6 3.6
Capital expenditure
(259.9) (212.0)
Investment in Joint ventures
(40.7) (175.1)
Purchase of investments
(3.1) –
Net cash used in investing activities (1,521.6) (1,092.2)
Cash ﬂows from ﬁnancing activities:
Equity issue
589.8 –
Net proceeds from borrowings
1,780.3 838.4
Repayment of borrowings (1,428.6) (271.8)
Subscription of funds from non-controlling interest
350.5 174.3
Settlement of ﬁ nancial instruments and other ﬁnancial liabilities (279.9) 8.7
Repayment of ﬁnance leases (68.5) (83.0)
Equity dividends paid (106.9) (50.0
Minority dividends paid
(7.4) –
Net cash used in ﬁnancing activities
829.3 616.6
Foreign exchange (13.7) 6.8
Net (decrease)/increase in cash (257.9) 171.4
During the period, the Group had a net cash outﬂow of £257.9m (2022: inﬂow of £171.4m).
Net cash generated by operations was £810.0m (2022: £846.9m) including £1,007.9m of underlying EBITDA
5
(2022: £993.2m) and a
working capital inﬂ ow of £601.8m largely due to payments not having started on the DPA (2022: £45.9m) offset by separately disclosed
items that are reported in operating activities of £741.9m (2022: £96.0m) including the DPA but excluding items charged to depreciation,
amortisation and impairment as well as a £57.8m loss on discontinued operations (2022: £13.4m). Included within working capital is a
£29.7m outﬂow for balances held with payment service providers as well as customer funds, which are net debt neutral (2022: £47.9m).
During the period £137.3m was paid out in relation to corporate taxes (2022: £106.1m) with a further £224.6m paid out in interest
(2022: £100.6m).
Net cash used in investing activities for the period was £1,521.6m (2022: £1,092.2m) and includes cash outﬂows for acquisitions of
£1,315.4m (2022: £738.6m), net investment in capital expenditure of £259.9m (2022: £212.0m), an additional £40.7m invested in
BetMGM (2022: £175.1m) and £3.1m of other investments (2022: £nil). These outﬂows were partially offset by cash acquired with
acquisitions of £87.9m (2022: £29.9m) and dividends received from associates of £9.6m (2022: £3.6m).
During the period the Group received a net £829.3m (2022: £616.6m) from ﬁnancing activities. £589.8m was raised through the
equity issuance (2022: £nil) with a further £1,780.3m through new ﬁnancing facilities (2022: £838.4) which were used, in part, to
repay £1,428.6m of debt (2022: £271.8m) including £400m against the Group’s retail bond. During the period, the Group also received
£350.5m from minority holdings to meet their obligations under the Supersport earn-out and STS acquisition. These amounts are
recorded in non-controlling interests (2022: £174.3m for the acquisition of SuperSport). £279.9m was paid on settlement of other
ﬁnancial instruments and liabilities, primarily relating to contingent consideration on previous acquisitions. In the prior year, the
Group received £8.7m on the settlement of other ﬁnancial instruments and liabilities as a result of the receipt of £41.6m on the partial
settlement on a number of swap arrangements, partially offset by contingent consideration payments. Lease payments of £68.5m
(2022: £83.0m) including those on non-operational shops, were made in the period.
During the period, the Group also paid £106.9m in equity dividends (2022: £50.0) and £7.4m in dividends to the minority interest in
Entain CEE (2022: £nil).
 Annual Report 202376
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Chief Financial
Ofﬁcer’sReview
Net debt and liquidity
As at 31 December 2023, adjusted net debt
7
was £3,290.9m and represented an adjusted net debt
7
to underlying EBITDA
5
ratio of 3.3x
(3.1x proforma
3
). The Group has drawn down £295m on the revolving credit facility at 31 December 2023 (2022:£nil).
Par value
£m
Issue costs/
Premium
£m
Total
£m
Term loans (3,420.5) 64.8 (3,356.4)
Interest accrual (1.6) – (1.6)
(3,422.1) 64.8 (3,358.0)
Cash 400.6
Net debt (2,957.4)
Cash held on behalf of customers (196.8)
Fair value of swaps held against debt instruments (85.6)
Other debt related items* 224.8
Lease liabilities (275.9)
Adjusted net debt (3,290.9)
* Other debt related items include balances held with payment service providers, deposits and other similar items
Reﬁnancing
On 1 March 2024, the Group raised an additional £300m of borrowings under a bank loan facility and used the proceeds to repay all
amounts drawn under the Group’s revolving credit facility. Concurrently, the commitments available under the Group’s revolving credit
facility (disclosed in Note 36) were increased by £45m further increasing the Group’s available liquidity. As such, the Group’s revolving
credit facility now has total commitments of £635m which, as at 1 March 2024, was completely undrawn save £5m carved out for letters
of credit and guarantees.
Going Concern
In adopting the going concern basis of preparation in the ﬁnancial statements, the Directors have considered the current trading
performance of the Group, the ﬁ nancial forecasts and the principal risks and uncertainties. In addition, the Directors have considered
all matters discussed in connection with the long-term viability statement including the modelling of ‘severe but plausible’ downside
scenarios such as legislation changes impacting the Group’s Online business and severe data privacy and cybersecurity breaches.
Given the level of the Group’s available cash post the recent extension of certain ﬁnancing facilities (see Note 36) and the forecast
covenant headroom even under the sensitised downside scenarios, the Directors believe that the Group and the Company are well
placed to manage the risks and uncertainties that it faces. As such, the Directors have a reasonable expectation that the Group and the
Company will have adequate ﬁnancial resources to continue in operational existence, for at least 12 months (being the going concern
assessment period) from date of approval of the ﬁnancial statements, and have, therefore, considered it appropriate to adopt the going
concern basis of preparation in the ﬁnancial statements.
Notes
1. 2023 and 2022 statutory results are audited, with the tables presented relating to continuing operations and including both statutory and non-statutory measures.
2. Growth on a constant currency basis is calculated by translating both current and prior year performance at the 2023 exchange rates.
3. Proforma references include all 2022 and 2023 acquisitions as is they had been part of the Group since 1 January 2022.
4. Contribution represents gross proﬁt less marketing costs and is a key performance metric used by the Group, particularly in Online.
5. EBITDA is earnings before interest, tax, depreciation and amortisation, share based payments and share of JV income. EBITDA is stated pre separately disclosed items.
6. Stated pre separately disclosed items.
7. Adjusted net debt excludes the DPA settlement of £585.0m. Leverage also excludes any beneﬁt from future BetMGM EBITDA or the payments due to acquire the minority
interests in Entain CEE.
 Annual Report 2023 77
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Chief Financial
Ofﬁcer’sReview


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
07 March 2024
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 Isle
of Man 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 Isle
of Man 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.
The Directors are responsible for preparing
the Annual Report and the Group and
parent Company ﬁnancial statements
in accordance with applicable law
and regulations.
The Directors have elected to prepare
the consolidated ﬁnancial statements in
accordance with International Financial
Reporting Standards and applicable
law and have elected to prepare the
parent Company ﬁnancial statements
in accordance with FRS 101 Reduced
Disclosure Framework.
In preparing each of the Group and
parent Company ﬁnancial statements, the
Directors are required to:
select suitable accounting policies and
then apply them consistently;
make judgements and estimates that are
reasonable and prudent;
for the Group ﬁnancial statements,
state whether applicable accounting
standards have been followed, subject
to any material departures disclosed and
explained in the ﬁnancial statements;
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 parent Company
ﬁnancial statements;
assess the Group and parent Company’s
ability to continue as a going concern,
disclosing, as applicable, matters related
to going concern;
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; and
prepare ﬁnancial statements which give
a true and fair view of the state of affairs
of the Group and the parent Company
and of the proﬁt or loss of the Group and
the parent Company for that period.
 Annual Report 202378
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Enterprise Risk Management
Managing Risks
Risk Management Governance
The Board has established and reviewed
procedures to manage risk, oversee internal
control systems and determine the nature

the Company is willing to take in order to
achieve its long-term strategic objectives.
Our Enterprise Risk Management (ERM)
process supports the Board to establish a

emerging Group risks, which are presented
to the Committees of the Board and where
required, directly to the Board in thematic
risk reviews throughout the year by the
Risk Owners, using a consistent format
Risk Dashboard.
The Risk Dashboard highlights whether
strategic objectives can be met in the
current context and indicates how much
action is needed to further manage the
risks to an acceptable level. If objectives
cannot be met, oversight Committees are
asked for additional resources to manage
the risks, or, if no additional resources
are made available, whether they wish
to formally accept the risk exposure or
change objectives. This process embeds
risk appetite decision-making at the
appropriate levels of the Company, with
outcomes noted and communicated back to
the Risk Owners who can then take action
to manage risks accordingly.
The Board retains ultimate responsibility
for the management and oversight of
risk and considers a “top-down” view

risks obtained through the “bottom-up”
ERM process, from this, it establishes the
Principal Risks to the Group and considers
the likelihood of the Principal Risks
occurring and whether risks emerging over

deep dives.
During 2023, we re-structured the Group
Risk Committee, which now meets six
times a year in cadence with our other
Board Committees and Board meetings.
The Group Risk Committee is scheduled
to precede and feed into Committee and
Board meetings where possible, so that risk
information is current and overseen on a
timely basis.
People and Governance
Committee
Whilst the Board is responsible
for the annual review of the
principal risk of attracting and
retaining key talent, as part of
their responsibilities the People
and Governance Committee
continually reviews succession
planning and the susceptibility
of the Group to the risk.
Legal &
Regulatory
Data
Privacy
Retail UK&I
Cyber
& IS
Core Digital TradingLATAM HSSE
Australia
& New
Zealand
Safer
Betting &
Gaming
ProcurementInternational
Tax ,
Treasury &
Insurance
Technology
Customer
Service
Product &
Tech
Property &
Workplace
Corporate
Ethics &
Compliance
People
Services
Integration
PLC Board

Execution of the group strategy
Laws, regulations and compliance
Attracting and retaining key talent
Whilst not a principal risk, the
Board also reviews the Group’s
litigation risk on an ongoing basis
Group Risk Committee Meets six times annually, prior to each Board and Board committee meeting
Sustainability and
Compliance Committee

Health, safety and well-being
Safer betting and gaming
Risk also reviewed continually

Regulatory compliance
and licensing, anti-money
laundering (“AML”), Responsible
gambling, protection and

Audit Committee

Data privacy and cyber
resilience
Maintain technology platform
resilience
Taxes
Trading, liability and
pricing management
Price and service of delivery
from 3rd party suppliers
Remuneration Committee
Whilst the Board is responsible
for the annual review of the
principal risk of attracting
and retaining key talent, as
part of their responsibilities,
the Remuneration Committee
continually reviews this risk and
the mitigating actions in place
to prevent the risk crystalling.
*Delegated oversight and responsible for deep
dive reviews of Group’s principal risks.
Entain plc Annual Report 2023 79
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Effective risk management supports us to
meet our corporate objectives, it helps us
to make risk-based decisions so that we
operate with fewer shocks and allocate
resources in line with our risk appetite.
Our Risk Management Principles:
1
Tailor an enterprise risk
management system that
improves performance,
encourages innovation, and
supports the achievement of
our objectives.
2
Integrate and align risk
management across different
strategic, functional, and
operational disciplines, such
as budgeting, compliance,

security, and so on.
3
Embed risk management as
an integral part of the way
we manage our business,
people, and teams across all
our operations.
4
Proactively manage our risks
in our fast-changing business
environment, updating and
continuously improving our
risk information to support
decision making at all levels.
Management Process
We work together to use modern risk
management methods (and Entain’s four-

part of our day-to-day decision making
across our entire organisation, minimising
threats to the delivery of our strategy, and
maximising opportunities.
Risk Strategy
At Entain, we are committed to active and
effective risk management, creating, and
protecting value to the organisation and
helping us deliver on our strategic priorities,
managing threats, exploiting opportunities,
and building resilience. We support risk
taking where it is forecast to generate
returns for the business and manage this in
line with our values and ethics.

Risk







Risk Management
Risk management is doing







Our risk landscapes
Current risks
Risks we are managing now that could stop
us achieving our strategic objectives.
Emerging risks
Risks with a future impact from external or
internal opportunities or threats. These can
be slow moving, as well as rapid velocity.
What we assess
 each risk has a
named owner
Impact versus Action: globally applied
scale measuring the amount of action
required to manage the risk to an
acceptable level
Critical controls: subject to internal audit
review and monitoring
Current risk: after existing controls
Risk acceptance: if the risk is acceptable
with the current controls or if additional
actions are needed to manage the risk to
an acceptable level.
Risk appetite:
Actions: identify further actions if
required, with action owners and
due dates
Our bottom-up registers
The bedrock of our risk assessment.
Owned by functions and super-regions,
they identify, analyse, and evaluate risks
and mitigating controls arising from day-to-
day operations globally.

The main output of our risk assessment.
Owned by functions and super-regions,

and opportunities via our ‘impact versus
actions’ scales and subsequent controls
needed to mitigate the threats and exploit
the opportunities arising from day-to-
day operations globally. They include a
description of the risk, reference which
corporate objectives are exposed to the risk,
and what additional support and decisions
are needed to manage the risk to an
acceptable level. The Dashboards are used
to make effective, risk-based decisions on
allocation of resources.

As part of the ERM process, we assess

Financial
Operational
Reputation / Brand
Legal / Regulation
Health & Safety
Entain plc Annual Report 202380
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Risk management process
and methodology



This four step process allows us to ask, ‘Given the context in which we are operating, the risk we face and our ability to
manage them – can we achieve our objectives?’ If we can, then we continue the good work. if we can’t, then we need to
manage the risks further, or change the objectives.

decision
making


Understanding both the external
and internal context in which we are
operating – what is happening and
what might happen to make things

We clarify what we are trying to
achieve – our objectives – whether it is
for the entirety of a strategy, division
or function.
We think through how the context and
objectives may impact each other, both
positively and negatively.

and Report
Ongoing checking of the status of risks
and their controls.
This step involves reviews,
inspections, and audits of the status
of risks, providing risk management
information that is communicated to all
necessary stakeholders.
Assess risks

acknowledge, and describe risks (both
potential opportunities and threats).

both individually and as a collective

risks as well as better understanding
any triggers which may make the
risk happen.

needs to be taken regarding a risk

acceptable level.
Manage risks
Active management of risk with
decisions on the types of controls
needed and the implementation
of controls.
Proactive risk management takes
charge of and changes the nature

comes in line with the amount of risk
we are willing to take in delivering
our objectives.
Where risks are out of line with the
amount of risk we want to take, we
can enhance or add new controls
where necessary.
1
4
2
3
Entain plc Annual Report 2023 81
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Risk management process
and methodology
Risk Management
Whilst our Board owns and oversees
our ERM programme, risk management
accountability and responsibility are

 
through our Colleagues, who have
responsibility to manage day-to-day risks
in their own areas, they have the insight
to risk that comes from experience and
knowledge. The ERM process engages



procedures, control frameworks and
risk appetite. Local management, and
ultimately the Executive, ensure that risks
are managed and carried out according
to these frameworks.
The second line of sight is provided by our
advisory support teams who specialise
in areas such as ERM, Compliance, Cyber
Security, Legal and HSSE. These advisory
support teams review the controls

whether the controls are adequate, they
form a holistic view of risk across the
Group and capture and escalate risks that
could fall through silos, supporting and
encouraging foresight of risk. This risk
foresight is captured by the ERM and
management teams, who review each
risk register and dashboard on a regular
basis, culminating in review by the Group
Risk Committee, which then escalates


The third line of sight is through
independent Internal and external
audit, who provide assurance over the
effectiveness of critical controls, which
is provided through internal audits,
supplemented by reports from external
assurance providers. We use this
hindsight to adjust our controls in the light
of audit recommendations.
Entain’s Group Code of Conduct and
Whistleblowing Policies, in addition to
our controls framework, are in place to
promote and aid us to ‘Do what’s right’.
Annually the Audit Committee reviews
the adequacy and effectiveness of the
Company’s policies, which sets our tone
for desired risk culture.


A key cornerstone towards robust
governance was accomplished, including
the deployment of a new risk policy,
framework, governance forums, and

Completed the ERM management system
design and approval
Began implementation of our ERM
system through over 50 sessions of risk
management training and workshops,
with work ongoing into 2024 to
implement in our Super Regions, giving a
much clearer view of the company’s most

Reviewed and updated Entain’s risk
scoring criteria, establishing new risk
matrix covering ‘Impact vs Actions’ as
a modern approach to ERM, ensuring
focus on what can be done about the
risk is embedded in our day-to-day risk
management “bottom-up” process.
Delivered new format risk registers,

and monitoring of actions needed to put
further controls in place.
 
Dashboards and presented to the
risk oversight Committees and Board
during the year, facilitating decisions
on risk appetite, required actions and
resource allocation.


analysis, and evaluation of emerging
risks, informed by functions, divisions,
super-regions, subject matter experts
and leadership, to provide a Group-wide
view. In 2023, we undertook a series of
workshops across our risk landscape
to provide a deeper exploration of our
emerging threats and opportunities and
come to a consensus on our response.
As such, the exercise to understand
potential emerging risks has been carried
out during each initial risk workshop,
looking at risks that may occur over 3-, 5-,

the data, common themes have become
apparent, which have been developed
to display and better understand the
information regarding emerging risks.

Our ERM team led the establishment and
implementation of our refreshed approach
to Enterprise Risk Management, which
is aligned with the international risk
standard ISO 31000. During 2023, we have
progressed a consistent approach across
our business through training, engagement,
and application of our new ERM toolkit.
Our colleagues are fundamental to the
success of risk management at Entain.
A positive risk aware culture enables
colleagues at all levels of our organisation
to deliver risk management as an integral
part of their day-to-day activities. We do

Developing a compelling narrative on the

across the Group.
Delivering targeted foundation of risk
management training.
 
each function and region, the culmination
being a robust risk register and
dashboard highlighting those risks which

Collaborative working across the Groups
functions and super-regions utilising the
expertise of external insight.
Articulating risks so they can be clearly
understood so decisions are made on a
more informed basis.
Embedding the consideration of risk
appetite through our risk prioritisation
tool which indicates whether risks are
deemed to be at acceptable levels.

reviewed at oversight Committees and
Board. Embedding risk appetite in our
ERM process has improved our ability
to talk about risk appetite as part of our
risk culture.

As part of the ERM process, the risks

set of criteria using an ‘Impact versus
Action’ matrix which assesses both the
impact to the business and the actions
required to bring those risks within Entain’s
risk appetite. In assessing ‘impact versus

performance, operational processes, legal
and PR and health, safety, and security.

The impact of each risk is measured with

(underlying EBITDA and cash), its
potential operational impact (including
the security of our data), the effect on the
reputation of our brands and whether it
affects our commitment to health, safety,
security, and well-being.
The impact is measured on a scale, from
‘very low’, with limited damage to a
minor stakeholder, and ‘very high’ being
severe, which may have a substantial
impact on the Group affecting many
key stakeholders, including customers.
The action is measured from a range
of no action required to many actions
needed and additional resource required,
also on a scale from ‘very low’ to
‘very high’).
Entain plc Annual Report 202382
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Risk management process
and methodology
Principal Risks



General Counsel

Organic Growth
Margin Expansion
US Market Growth
Impact: Very High
 Audit Committee

Our customers expect a great experience,
including protecting their personal details,
their privacy, their winnings and ensuring
the integrity of our offering. Customers
place a trust on our organisation and
our operations, so it is of paramount
importance that we protect our customers’
data by keeping it secure, in addition,
personal data is subject to stringent data
protection laws around the world, and
we have compliance obligations in the
jurisdictions in which we operate.
A data or security breach could impede
our operations and impact our ability to
serve customers and would undermine
trust in our business and brands,
and could lead to loss of customers,
prosecution, litigation (including class

impact our share price.

The Group has dedicated Cyber Security
and Data Privacy functions entrusted with

of our customers and the company, whilst
ensuring the availability of services and
regulatory compliance.
The experts in our Cyber Security team
constantly scan and adapt our defences to
emerging cyber threats.
We operate to an ISO 27001 Information
Security Management System

and associated policies are constantly
being evaluated, aligned, and applied,
where deemed relevant across the
enlarged Group.
The Data Privacy team, led by the Group’s

privacy programme through designing
policies and training, including on the
use of AI, giving up to date advice to
the business, ensuring standards of
compliance, partnering with the Chief

to improve our data management
practices and providing regular updates
to the Group’s Audit and Sustainability &
Compliance Committees.

Licensing and Regulatory
Compliance
Group General Counsel

Organic Growth
Margin Expansion
US Market Growth
Impact: Very High
 Board

We operate in complex regulatory,

and have multiple licensing obligations,
gambling and non-gambling laws and
regulations, and tax regimes with which
to comply. In addition, on a global basis,
laws and regulations change continuously,
and it can be operationally challenging to
keep pace with legislative or regulatory
change, particularly if we need to adjust
our operations or product offering at short
notice.
As we expand into new markets or laws/
regulations change, our compliance
requirements expand, we need to build
constructive relationships with regulators,
and we are likely to need additional
effort, resource and/or investment into
our internal compliance and governance
efforts.
In 2023, Entain entered into a deferred
prosecution agreement (DPA) relating to
historic bribery allegations in Turkey. All
the above means that compliance efforts
and having a strong, well-resourced
compliance programme in place needs to
remain a top priority.

Our strategy is to operate only in
regulated or regulating markets, which
reduces our exposure to unregulated
markets that may undermine player safety
and pose other legal risks.
Our internal experts monitor for changes
in legislation and regulation and develop
policies, procedures, assurance programs,
and training to enable us to adapt. They
are engaged in due diligence when we
engage new suppliers, onboard new
customers, enter new markets or acquire

the commitments to compliance in our
Code of Conduct.
External legal expertise is sought when
additional specialist support is necessary.
We will ensure that we comply with all
the terms of the DPA and continue to co-
operate with regulators as required.
We consider principal risks to be those
risks, or combination of risks, that, were
they to materialise and not be effectively
controlled, would cause material disruption
to our business model, threatening future
performance, solvency, liquidity, or our
ability to deliver our strategy. Risks at this

Risk dashboard. Group risks are considered,

our Principal Risks.
During our periodic risk reviews, we

in 2022 remain relevant except for 
’, which now forms part
of 

 and 
. This is because
a deep dive helped us understand that

key locations would be to our people or
technology, and the controls for these risks
will largely be managed in these areas.

namely 
3rd Party Suppliers and added to the
Group risk register in 2023.

Entain plc Annual Report 2023 83
1 Overview 8 Strategic report 88 Governance 140 Financial statements

Pricing Management


Organic Growth
Margin Expansion
US Market Growth
Impact: Very High
 Audit Committee


losses because of a failure to determine
accurately the odds in relation to any
particular event and/or any failure of
its price risk management processes.
Some bets are complex and have
an accumulator effect which could



We have some of the leading expertise
in trading liability management in the
Gaming sector.
The Group’s trading team has developed
the skills and systems to be able to offer a
wide range of betting opportunities.
Events are priced to achieve an average
return to the bookmaker over many events
over the long-term.
The Group’s gross win percentage has
remained constant in recent years.
Executive management monitor the gross
win margin daily in order to ensure the
long-term targets are achieved.





Organic Growth
Margin Expansion
US Market Growth
Impact: Very High
 Audit Committee

We are dependent on certain Third Parties
to deliver key products and services. Some
of our core capabilities are supplied by
small, specialist providers, which include
content providers who stream live events
to our shops, results and other key data
providers, League proprietors, industry
bodies, and suppliers that ensure security
and resilience of our locations and
systems. Other key Third Parties include
large technology and software suppliers
which hold dominant market positions.
Key suppliers could raise prices, become

which would limit the variety of gaming
we can offer, leading to loss of revenue.
To ensure robust management of service
delivery and value creation through
the life of the contract will allow better
management of growing risk/opportunity

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.
Conversely, Third Party providers may present
acquisition opportunities for the Group.

Strategic and critical suppliers are subject
to regular business and quality reviews
to ensure ongoing relationship and
performance management.
As part of our procurement processes, we
employ dedicated resources supplemented
by subject matter expertise within risk,
compliance, legal and technology assurance
to protect and enhance value, demonstrate
our high standards of corporate integrity,
and reinforce 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.
We maintain good relationships with
Industry bodies and suppliers that keep our
key locations and services running.



Organic Growth
Margin Expansion
US Market Growth
Impact: Very High
 Audit Committee

The Group is subject to a wide range of
taxes, duties, and levies in the countries
where we operate. There may be
adverse changes in tax rates, laws, or
administrative practice.
The Group is geographically diverse and
there are complex tax regimes for the
betting and gaming sector. Tax authorities
may have a different interpretation to the
Group regarding the scope and scale of
taxation. These factors mean the levels
of taxation to which the Group is exposed
to may change in the future, and we may
become liable for tax payments greater


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 Group’s tax position to the Audit
Committee and Board on a regular basis.
To mitigate tax risks that arise, the Group

and monitors its tax risks.

and resourced tax team to manage its tax
affairs.

uncertainty or complexity in relation to a
tax risk, the Group may use the services of
external, expert tax advisors.
Entain plc Annual Report 202384
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Principal Risks




Organic Growth
Margin Expansion
US Market Growth
Impact: Very High
 Board

Our Group strategy establishes our
direction and culture and sets us on a
course of future growth through delivery
of overarching corporate objectives.
The corporate objectives guide our
business and team objectives and
facilitates our colleagues to be aligned in
delivering desired outcomes.
If we cannot understand or deliver
our Group strategy, we risk wasted or

resources, strategic stagnation, and loss
of competitive advantage.

Our refreshed Enterprise Risk
Management process sets understanding
and clarifying objectives as part of its


their effect on objectives.




Organic Growth
Margin Expansion
US Market Growth
Impact: Very High
 Audit Committee

The Group’s operations are highly
dependent on information systems and
technology. Should we fail to maintain the
stability and availability of our technology
platforms, this could have a material
impact on customer-facing products
and customer experience, with adverse
impacts to our brands, revenue, and
market share.
Some of our technology is situated in
locations which could be subject to
physical threats.

Proactively, our strategy is to move to
modern systems with higher levels of
resilience where possible.
We are enhancing our reactive responses
and provision of fall-back solutions should
our technology platforms fail.
We monitor key global metrics on critical
systems and platforms which identify any
potential emerging issues on our brands
or customer-facing technologies. When
indications of vulnerability are detected,
we escalate to resolve issues and create
solutions.
Our in-house experts are adept in
knowledge of our platforms, systems
and coding and can create solutions
adaptively.




Organic Growth
Margin Expansion
Impact: High
 Board

Our colleagues, their talents and skills are
vital to helping our business succeed.
Attracting, retaining, and developing
the best and diverse talent is key to
the success of delivering our strategic
priorities – our people really do make the
difference.
Having clear leadership standards
enabling a vibrant and inclusive
organisational culture allows colleagues to
do their best work and excel. Providing an
open and inclusive environment allows us
to attract new and different talent to join
Entain but also creates a culture people
want to be a part of. By creating the right
standards of leadership and setting clear
expectations around performance we
are able to respond to challenges and
opportunities faster and more effectively
and therefore deliver on our critical
strategic objectives.

Everything we do is anchored to our
clearly stated purpose, supported by our
shared values and behaviours.
Our value of “do what’s right” underpins
our commitment to setting the very
highest standards for our people to
adhere to.
Our leadership framework drives higher
levels of leadership capability allowing
us to attract and retain great talent. Our
commitments and actions are monitored
by the Executive Committee and the Board.
We are committed to ensuring all of our
people have a safe place to work with the
ability to raise any concern they may have.
We regularly seek employee feedback
through our Your Voice survey and translate
that into actionable plans to ensure high
levels of engagement and retention.
We encourage and support diversity
through Employee Resource Groups who
help drive, support, and promote a focus
on why diversity matters.
We actively promote the opportunity to
grow a career at Entain through promotion
but also lateral movement across the
business, providing meaningful career
progression.
Entain plc Annual Report 2023 85
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Principal Risks

Gaming
Group General Counsel

Organic Growth
Margin Expansion
US Market Growth
Impact: Very High
 Sustainability and
Compliance Committee

Our Safer Gaming and Betting
approach is central to our business. It
is the cornerstone of our Sustainability
Charter, and our most material ESG issue
is to ensure market leading levels of
player safety and protection. Failure to
adequately protect our customers could

license to operate in some jurisdictions.

We have developed our in-house tool,
ARC™, and other forms of support and
customer interventions to facilitate us to
manage our safer gaming commitments.
Where risky behaviour is detected, we
may offer a personalised gambling control
tool, refer them for a chat with our player
protection team, or suspend their account
in real time.
ARC™ is an intelligent and innovative
platform that uses behavioural insight
and research, data science and analytics
to assess risk in play, enabling us to
identify, interact and intervene early with
customers who show signs of gambling-
related harm.
We have a range of initiatives in the area
of player protection, including a $5m
academic research partnership with the
Harvard Medical School, to understand
the causes and consequences of problem
gambling, and donating up to 1% of our
GGY to the treatment of gambling related
issues.
Our bonuses are calculated with reference
to our Safer Gaming metric – to reach the
threshold level for payout, minimum levels
of completion of safer betting and gaming
compulsory training modules must be
achieved by our colleagues globally.



and Communities



Organic Growth
Margin Expansion
Impact: Very High
 Sustainability and
Compliance Committee

Failure to meet the requirements of the
various domestic and international rules
and regulations relating to the health
and safety of our employees and our
responsibilities and commitments towards
customers and communities could
expose the Company to material civil,
criminal and/ or regulatory action with

consequences.
While Entain is committed to high

harm in all that it does, it recognises that
there is always the potential for safety or
well-being related issues to arise in an
operational business.

At Entain, we are committed to providing
a safe work environment which promotes
people’s health, safety, security, and well-
being. We want everyone to feel healthy
and supported at work, and at home. We
have plans for each discipline to ensure
that we maximise the opportunities and

Our health, safety and security strategy
is focused on continual improvement of
safety performance to reduce the number
and severity of work-related injuries whilst
keeping our colleagues and places of work
secure. This is underpinned by our HSSE
assurance programme to ensure our risk
management system is effective and that
we keep our colleagues safe and secure.
Our well-being strategy is designed to
help leaders and colleagues make positive
changes to improve their physical, mental,
and emotional health, in turn creating
a better performing, energised and
productive workforce. To achieve this,
we provide tools, training, and targeted
support to our colleagues.
The Group’s Sustainability and
Compliance Committee also oversees all
aspects of Health, Safety, Security and
Well-being practices.
Entain plc Annual Report 202386
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Principal Risks
Long-term viability statement

events has been assessed both individually

The impact of a change in the Group’s

gaming taxes in key geographies.
 
environment/further focus on AML
legislation and breaches in data
privacy regulations
Cyber and data privacy failings.
Downturns in trading as a result of a
failure to protect customers and/or retain
key staff.
The Directors have also performed reverse
stress tests to assess the level of liquidity
and covenant headroom in the underlying
forecasts as well as considering the broader
economic landscape in forming their view
on viability.
Based on the results of this analysis and the
mitigating actions available to the business,

reasonable expectation that the Company
will be able to meet its liabilities as they fall
due over the three-year assessment period
to December 2026.
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.
The Directors have concluded that three
years was an appropriate period for
assessment, 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.
The objectives of the strategic planning
process are to further develop the
businesses understanding of the markets
in which it operates, assess the risks
and opportunities facing the business
and develop a Group-wide strategy and

The Directors have utilised these strategic
forecasts, the 2024 Board approved budget

Group to assess the potential impact on
viability of certain severe, but plausible,
“risk events” arising which represent the
crystallisation of the Group’s principal risks

83 to 86 of this Annual Report. The robust
assessment conducted considered the
Group’s revenue, EBITDA, operating

and controls, its current debt maturity
and mitigating actions should baseline
assumptions change.
Entain plc Annual Report 2023 87
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Chairman’s Governance Overview
Entain continues to enhance its corporate governance practices
and procedures to ensure the Board operates effectively and
sets the right tone from the top. In 2023 a key focus for the Board
has been managing its own succession and I was delighted to
announce the appointment of Amanda Brown and Ricky Sandler,
who joined the Board in November 2023 and January 2024
respectively. Amanda brings extensive commercial and human
resource experience to us. Ricky knows our business extremely well
and his focus will be on generating value for all shareholders.
We have also overseen the departure of two executive directors
during the year, Jette Nygaard-Andersen and Robert Hoskin.
Under Jette’s leadership, Entain executed a strategic shift towards
regulated or regulating markets and continued to improve its
customer and product offering.
Robert stepped down as Chief Governance Ofﬁcer in August
having been with the Group since 2005. I would like to express
my thanks to both Jette and Rob for their roles as directors and
everything they have done for me personally and the Group
more widely.
We have been hugely fortunate that Stella David agreed to take on
the Interim Chief Executive role while we continue our search for a
permanent replacement to Jette. Stella is an intensely commercial
leader with a long track record of success across multiple
industries. She has already made a signiﬁcant impact refreshing
the corporate strategy and sharpening management’s focus on
operational execution.
The strength and expertise of the Board members has allowed us
to adjust quickly to these signiﬁcant changes and I am thankful
to Pierre Bouchut, who took on the role of Senior Independent
Director, and Virginia McDowell, who replaced Stella as Chair of the
Remuneration Committee. Further details regarding our continued
search for Non-Executive Directors and our board succession
planning appears in the People and Governance Committee report
starting on page 101.
The Board established a new Capital Allocation Committee in
February 2024, which will provide additional oversight over the
Company’s portfolio of assets, capital allocation and capital
structure. I am the Chair of this Committee and I have been joined
by Pierre Bouchut and Ricky Sandler.
The Board remains conﬁdent about the Group’s future and is
committed to our strategy, our purpose and is highly focused on
developing sustained and sustainable shareholder value.
“The Board remains
conﬁdent about the
Group’s future and
is committed to our
strategy, our purpose
and is highly focused on
developing sustained
and sustainable
shareholder value”.
J M Barry Gibson
Chairman
J M Barry Gibson
Chairman
1Overview 8Strategic report 88 Governance 140 Financial statements
88 Entain plc Annual Report 2023
9
3881235 4
Board of Directors
(as at 7 March 2024)
Tenure
Years:
Barry Gibson
Stella David
Rob Wood
Pierre Bouchut
Amanda Brown
Virginia McDowell
Ricky Sandler
David Satz
Rahul Welde
0 1 2 3 4 5 6 7
Age and
experience
No. of Directors
Experience/Skills:
No. of Directors
40-44
60-64
50-5445-49
65-69
55-59
70+
1221201
Gaming
Sector
Finance Technology/
Digital
Global
Business
Legal/
Regulatory
MarketingCustomer Media/
Entertainment
Leadership
Diversity Gender
3:6
No. of Directors 4
British
3
American
1
French
1
Indian
Entain plc Annual Report 2023 89
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Chairman’s Governance
Overview
J M Barry Gibson
Chairman
Tenure: Appointed to the Board November 2019 and became Chairman February 2020.
Age: 72 Nationality: British
Committees:
C P S
Biography: Barry was previously a non-executive director of William Hill plc and bwin.
party digital entertainment plc, where he was the senior independent director. Other listed
company experience includes roles as the chairman of HomeServe plc, non-executive
directorships of Somerﬁeld plc and National Express plc and group chief executive
of Littlewoods plc. He was formerly the group retailing director at BAA plc and non-
executive chairman of Harding Brothers Holdings Ltd.
Key strengths and experience:
Barry has enjoyed a distinguished business career and has a deep understanding of
the gaming and retail sectors. He is an experienced leader and board member with
valuable insight on improving company performance and transformation programmes.
Barry continues to create a Board environment of constructive challenge and oversight.
Rob Wood
Chief Financial Ofﬁcer and Deputy CEO
Tenure: Appointed to the Board as Chief Financial Ofﬁcer March 2019; the role of Deputy
CEO was added to his portfolio January 2021.
Age: 44 Nationality: British
Biography: 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.
Key:
A
Audit Committee Member
C
Capital Allocation Committee Member
R
Remuneration Committee Member
P
People & Governance
CommitteeMember
S
Sustainability & Compliance
CommitteeMember
A
Audit Committee Chair
C
Capital Allocation Committee Chair
R
Remuneration Committee Chair
P
People & Governance Committee Chair
S
Sustainability & Compliance
Committee Chair
Board of Directors
Stella David
Interim Chief Executive Ofﬁcer
Tenure: Appointed to the Board March 2021 and became Interim Chief Executive Ofﬁcer
December 2023. Senior Independent Director until December 2023.
Age: 61 Nationality: British
Outside interests: Non-executive director of Norwegian Cruise Line Holdings Ltd where
she is also chair of the Nominating and Governance Committee and non-executive
director of the privately-owned Bacardi Ltd.
Biography: 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 a non-executive chair
of the privately-owned Vue International following her appointment as Interim Chief
Executive Ofﬁcer of Entain plc.
Key strengths and experience:
Stella is an intensely commercial leader with a long track record of success across multiple
industries. She brings lengthy 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.
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
Committee reports on pages 101 to 112 and page 116.
1Overview 8Strategic report 88 Governance 140 Financial statements
90 Entain plc Annual Report 2023
Pierre Bouchut
Independent Non-Executive Director &
Senior Independent Director
Tenure: Appointed to the Board September 2018 and
became Senior Independent Director December 2023.
Age: 68 Nationality: French
Outside interests: Non-executive director and chairman
of the audit committees at Pepco Group and GeoPost
SA, a non-executive director and chairman of Proﬁ Rom
Food SRL, and a non-executive director of Rina Estate
Italia SRL.
Committees:
A C
Biography: Pierre was the chief operating ofﬁcer for
Europe at Koninklijke Aholddelhaize N.V. (2016-2018),
chief ﬁnancial ofﬁcer at Delhaize Group Belgium
(2012-2016), Carrefour SA (2009-2012), Schneider
Electric Group (2005-2009), and CEO of Casino Group
(1995-2003). He was also a non-executive director of
Hammerson plc (2015-2021) and Firmenich SA (where he
was also chairman of the audit committee) (2016-2023).
Until it was acquired by KKR in 2022, he was the reference
board member and chairman of the audit committee at
Albioma SA. He has 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 ﬁ nance, 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. This broad experience makes him
suited to chair Entain’s Audit Committee and to act as its
ﬁnancial expert.
Ricky Sandler
Non-Independent Non-Executive Director
Tenure: Appointed January 2024.
Age: 54 Nationality: American
Outside interests: Chief Executive Ofﬁcer and Chief
Investment Ofﬁcer of Eminence Capital, LP.
Committees:
C P
Biography: Ricky founded Eminence Capital in 1999.
Eminence is a USD6.5 billion 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 ﬁ rm’s strategic direction as
well as directly managing its 20+ person 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 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.
David Satz
Independent Non-Executive Director
Tenure: Appointed October 2020.
Age: 64 Nationality: American
Outside interests: Member of the board of a commercial
gaming and hospitality entity established by the Eastern
Band of Cherokee Indians (EBCI) and a member of the
board of Dreamscape Entertainment Integrated Resorts,
Inc.
Committees:
A S
Biography: 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.
Key strengths and experience:
David brings to the Board an exceptional 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 as Entain seeks to execute its
strategy to grow market share in the US through its
BetMGM joint venture. His regulatory experience has also
provided insight into the many regulatory, responsible
gaming and compliance issues that the Group faces.
Rahul Welde
Independent Non-Executive Director
Tenure: Appointed July 2022.
Age: 54 Nationality: Indian
Outside interests: Non-Executive Director of Pantheon
International Plc. Chair of the Advisory Board of Migrant
Leaders, a UK charity.
Committees:
A P R
Biography: 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 chairman 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.
Amanda Brown
Independent Non-Executive Director
Tenure: Appointed November 2023.
Age: 55 Nationality: British
Outside interests: Non-executive director and chair of the
remuneration committee of Mitchells & Butlers plc and a
non-executive director of Manchester Airport Group.
Committees:
R
Biography: 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 has
relevant consumer facing experience. Given her extensive
experience as a Remuneration Committee Chair, Amanda
was appointed as Designate Chair of the Remuneration
Committee at the time of her Board appointment and,
subject to her election, will become Chair of Entain’s
Remuneration Committee following the AGM.
Virginia McDowell
Independent Non-Executive Director and
Designated Workforce Director
Tenure: Appointed June 2018.
Age: 66 Nationality: American
Outside interests: 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 trustee of St Louis University.
Committees:
R S P
Biography: 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 has actively engaged with our
stakeholders 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.
Entain plc Annual Report 2023 91
1Overview 8Strategic report 88 Governance 140 Financial statements
Board of Directors
Summary of 2023
Details of progress and our deliverables on the key areas for focus set out in our last annual report are set out below:
2023 Goals 2023 Result
Undertake a follow-up independent audit of the Group’s governance
and compliance processes, following on from the 2021 Alvarez &
Marsal review.
Entain instructed PWC to carry out a comprehensive assessment of the overall
design and efﬁcacy of its compliance framework, with particular focus on
gambling industry requirements and good practice. The review encompasses the
following key elements: governance and tone from the top; risk assessment and
response; policy and strategy; compliance culture and standards of behaviour;
training and communications; procedure and control activities; issue reporting
and management; monitoring and assurance; and the use of technology. The
report is expected to be completed by the end of March 2024.
Continue to embed the evolved risk management programme
throughout the business.
The Enterprise Risk team have further developed the Enterprise Risk
Management (“ERM”) policy, manual, process, risk toolkit and programme during
2023. Our refreshed approach to ERM is creating a more ‘risk aware’ culture’ and
aligned to the international standards on risk management. We have undertaken
formal risk training and workshops with all functions at Entain, the outputs of
which have led to a more substantive risk register and signiﬁcant risk dashboard,
focussing on ‘impact’ and ‘action’ to support informed risk-based decisions.
Further develop the global Compliance and AML team structures, with
further recruitment where required, and the alignment of acquired
businesses with the Group’s policies, procedures and risk appetite.
We conducted a comprehensive restructuring of the compliance organisation
with consolidation of departments and alignment across our acquired
businesses. We have also enhanced our capabilities with key hires and
strengthened our compliance monitoring and assurance programme.
We restructured and centralised the Anti-Financial Crime (“AFC”) function
to ensure it remains robust, sustainable and proportionate in managing
and mitigating ﬁnancial crime risks faced by Entain. We have also revised
the organisational structure to ensure staff globally with ﬁnancial crime
responsibility, have a reporting line into Group AFC team.
Recruit a new
Company Secretary.
We welcomed James Morris as Group Company Secretary in July.
Finalise a new strategy for ARC
TM
which provides a path
of development for the next three years.
We continued to reﬁne ARC
TM
during the year and worked with lived experience
experts, academics and third party behavioural scientists to improve our player
protection offering for customers.
Progress the HMRC investigation towards a conclusion. We reached ﬁnal settlement of the HMRC investigation into our legacy Turkish-
facing business and entered into a Deferred Prosecution Agreement (“DPA”)
with the Crown Prosecution Service that was approved by the Crown Court on 5
December 2023.
Since the conduct giving rise to the DPA, the Group has undertaken a
comprehensive review of its anti-bribery policies and procedures and has taken
decisive action to signiﬁcantly strengthen its wider compliance programme and
related controls.
Hold an Entain: Sustain update interaction in Q4. In December 2023, we held our annual Entain Sustain update event virtually,
providing updates on several topics to our key stakeholders including investors,
analysts, regulators, media, colleagues and customers. A report on this event
can be found in our discussion on Board Leadership and Company Purpose on
page 97.
Entain plc Annual Report 202392
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Regulated Markets
On 12 November 2020, Entain announced a clear strategy for
sustainability, growth and innovation. As part of that strategy,
the Group made a commitment to only do business in countries
where it had a local licence or those countries that were on a
path to revise their laws and regulations, which would allow
us to then apply for a domestic licence in the near to mid-term.
Throughout 2023, the Group continued with this process by exiting
its few remaining markets where there is no clear path to market
liberalisation via domestic regulation.
Since 2020 the Group has closed its offering into more than
150 markets where we do not see the prospect of regulation
allowing the Company to obtain a licence or ﬁnd a locally-licensed
operator to partner with on attractive commercial terms. We have
also doubled the number of countries where we hold a licence
and currently hold domestic licences in 34 markets and now
hold licences in 26 US States. We remain active in only ﬁve small
markets where we do not currently hold a domestic licence, and by
the end of 2024 we will have either exited these markets or have
obtained, or be in the process of obtaining, a domestic licence.
More speciﬁcally, in 2023, we obtained a licence to offer our bwin
brand in Mexico and completed the acquisition of STS to enter
the regulated market in Poland. We also announced an exclusive
25-year deal with the New Zealand TAB to provide licenced online
sports betting services in New Zealand. At the end of the year, the
Brazilian Government passed its long-awaited online gambling bill
and we expect licences to be made available in 2024. In parallel,
the Finnish Government also formally announced that it will
dismantle its gambling monopoly and launch an open licensing
system for online gambling in the next two years.
Governance Team
With Robert Hoskin’s departure, Simon Zinger, our Group General
Counsel, has taken over leadership of the Governance, Legal
and Compliance function. Simon is a member of the Executive
Committee and brings a wealth of experience and leadership
to the team. He was instrumental in the resolution of the HMRC
investigation and agreeing the terms of the DPA with the Crown
Prosecution Service and has overseen signiﬁcant organisational
changes and improvements as the Company has continued
to strengthen its governance and compliance standards and
capabilities. Under Simon’s leadership, the global Governance team
is highly-engaged in supporting the Company’s objectives and has
focused on a number of unique initiatives such as complementing
the Company’s efforts in the area of Diversity & Inclusion,
undertaking pro bono activities to support charities, and creating
unique learning and development opportunities for team members,
During the year we have continued to make good progress
embedding our ERM framework (see page 79) and enhanced our
global Compliance and AML team structures.
Our Head of International Compliance, Florian Sauer, has
conducted a comprehensive restructuring of the compliance
organisation with consolidation of departments and alignment
across our recently acquired businesses. We have focused on
pursuing and maintaining constructive relationships with all
of our regulators, continued to enhance our capabilities with
key hires, and strengthened our compliance monitoring and
assurance programme.
We welcomed Karen Nightingale as Group Director of Ethics and
Compliance at the beginning of the year. Under her leadership we
have developed a three-year strategy to achieve our vision of a
best-in-class Ethics and Compliance programme and have created
a Charter that explicitly sets out the independence and authority
of the Ethics and Compliance function required to implement
the programme effectively. We have updated our approach to
on-boarding vendors and suppliers in order to better identify and
mitigate third party risk exposure and will continue to develop this
going forward.
We have also appointed Edward Maguire as our new Group MLRO
and Global Head of AFC as part of our commitment to combat
ﬁnancial crime. During the year we have developed a holistic Anti-
Financial Crime Risk Management Programme with enhanced
coverage, governance and reporting protocols. We have also
created a centralised function to drive consistency of standards,
whilst ensuring effective oversight and control.
We were also pleased to welcome James Morris as Group
Company Secretary in July 2023.
Regulatory Settlement
A key area of focus during 2023 was overseeing resolution of the
HMRC’s investigation in relation to the Group’s legacy Turkish-
facing business. The Board was proactively engaged throughout
the process and has reviewed and challenged the work done to
signiﬁcantly strengthen the Company’s compliance programme
and controls. We are now a fundamentally different and profoundly
changed Company and we can move forward with conﬁdence as
we concentrate on our future.
Entain plc Annual Report 2023 93
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Summary of 2023
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 and 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 to all its stakeholders, including
colleagues, shareholders, regulators, customers, suppliers and the communities in which we operate.
The Board discharges its responsibilities directly or, in order 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 2023, as well as key topics discussed and considered by
the Board committees, can be found in this Directors’ report.
Audit 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.
Read more: pages 104 to 109
Sustainability
& Compliance
Committee
Oversight and review of the Company’s Sustainability and Compliance
programme, the Company’s relationships and engagement with a wide
range of stakeholders, progress against internal KPIs and external
Sustainability and Compliance index results. Furthermore, it ensures that
the ESG Strategy remains ﬁt for the future.
Read more: pages 110 to 112
People &
Governance
Committee
Oversight and review of Board and executive succession, overall
board effectiveness, workforce policies and practices and corporate
governance issues.
Read more: pages 101 to 103
Remuneration
Committee
Oversight and review of the Group’s overall remuneration strategy,
including share plans and other incentives. Further maintains dialogue
with shareholders and workforce on remuneration related matters.
Read more: pages 116 to 117
Capital Allocation
Committee
Oversight over the Group’s portfolio of assets, capital allocation and
capital structure.
Chairman’s
Committee
Provides the opportunity for the Chairman to discuss and consider topical
ad hoc matters with the Non-Executive Directors without the Executive
Directors being present. The topics discussed during the year have varied
from performance and strategic related matters, including executive
succession planning and shareholder feedback.
Interim Chief
Executive Ofﬁcer
The Interim Chief Executive Ofﬁcer is responsible for the management of all aspects of the Group’s
business, developing strategy in conjunction with the Chairman and the Board, and leading its execution.
The Board delegates authority for the operational management of the Group’s business to the Interim 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 Interim Chief Executive Ofﬁcer
accountable in discharging her delegated authorities.
Executive
Committee
The Executive Committee comprises of the Interim Chief Executive Ofﬁcer, Chief Financial Ofﬁcer, Group
Chief Commercial Ofﬁcer, Chief Product & Technology Ofﬁcer, Group General Counsel, Chief People Ofﬁcer
and Chief Investor Relations & Communications Ofﬁcer. It supports the Interim Chief Executive Ofﬁcer in the
day-to-day management of the business and implementation of strategy.
Entain Leadership
Team
Business Leaders who own delivery of business strategy and communications across the Group.
Board and Committee Structure: Decisions,
responsibilities and delegated authority
Entain plc Annual Report 202394
1 Overview 8 Strategic report 88 Governance 140 Financial statements
J M Barry Gibson
Chairman
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.
Senior Independent Director
Pierre Bouchut
Independent Non-Executive Director
& Senior Independent Director
Supports the Chairman, acting as
intermediary for Non-Executive Directors
when required.
Leads the Non-Executive Directors
in evaluating the performance of the
Chairman, supporting the clear division of
responsibility between the Chairman 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 Chairman.
Non-Executive Directors
Constructively challenge and contribute to the development and approval of Group strategy.
Challenge and oversee the performance of management.
Ensures 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.
Stella David
Interim Chief Executive Ofﬁcer
Leads and directs the implementation of the
Group’s business strategy, embedding the
organisation’s culture and values.
Leads the Group Executive Committee with
responsibility for the day-to-day operations
of the Group and ﬁnancial performance.
Maintains relationships with key internal
and external stakeholders including the
Chairman, 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.
Executive directorsThe Chairman
Rob Wood
Chief Financial Ofﬁcer and Deputy CEO
Supports the Group Chief Executive in
developing and implementing the 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 pursuant to the
Financial Conduct Authority’s Listing Rules
and Disclosure Guidance and Transparency
Rules, as well as complying with UK Market
Abuse Regulations.
Board composition, roles and attendance in 2023
The Chairman is committed to ensuring the highest standards of Board effectiveness. A key mechanism to drive this is the appropriate
composition and balance of individuals.
The Board is comprised of a majority of independent directors, who provide an independent perspective, constructive challenge and
monitor performance and delivery of the strategy within risk appetite and the controls set by the Board.
Entain plc Annual Report 2023 95
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Board Leadership and Company Purpose
Over the year the Board focused on a strategy of growth and sustainability
bringing moments of excitement into people’s lives. As we go into 2024 there
has been a shift in strategy to deliver organic growth, EBITDA margin expansion
and US market growth. The Board will continue to ensure the customer is at the
heart of all we do as we continue to develop and provide market-leading player
protection. The Board has also sought to promote our purpose and strategy and
made decisions in the interests of all stakeholders, having considered the matters
set out in s172 of the Companies Act 2006 (UK).
Employee Forum Global Conference
Our Global Engagement Conference invites employee engagement
advocates to share their insights with the Board and Executive
Committee. This year’s event was hosted on 31 January by Melanie
Tansey, Chief People Ofﬁcer, and was attended by Board members
Virginia McDowell, our Designated Workforce Director, and Rahul
Welde, and more than 40 employees representing 22 countries.
Attendees heard a business update which focused on our strategic
direction, goals, culture and employee engagement. Following this,
the group then had an open conversation with the Board on topics
such as how to build engagement and trust, communication,
diversity, equity & inclusion, goal setting, leadership, networking
and recognition. A number of proposals were taken away by the
representatives of the Board for further consideration.
A video recording of the Global Conference was posted on the
Entain intranet to ensure all employees have an opportunity to
watch the discussion.
Employee Forum AGM
Each year the elected representatives from our forums come
together with members of the Board and Executive Committee for
the Forum AGM.
During this year’s meeting, each forum presented their main
achievements during the year and had an open conversation with
the Board. This meeting took place in January 2024. It was hosted
by Melanie Tansey, Chief People Ofﬁcer and welcomed 80 Forum
Representatives to join two of our Directors, Virginia McDowell and
Rahul Welde.
Key topics discussed included communications, company
performance, customer feedback, leadership, listening and
strategy. The meeting was an important opportunity to build
connections between the Board and our employees.
Shareholders
The Board receives feedback on shareholder views in different
ways, including through the Chairman and executive management,
who meet regularly with shareholders throughout the year, as
well as an investor study compiled by an independent third party.
Board members listen to results and trading updates held by the
Group for analysts and institutional investors and can hear directly
the questions and comments on Company performance.
The Chairman and Senior Independent Director held regular
meetings with a variety of institutional investors to discuss
the execution of strategy and delivering shareholder value.
Key takeaways and feedback from shareholder meetings were
shared with the rest of the Board.
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 survey.
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 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 listening sessions that provide
feedback and insight into the realities of everyday working life
at Entain.
As per our forum constitution, every two years we refresh our
forums by electing new representatives. This election process was
held in December 2023, and we now have a new forum team for
2024/25, who have been fully trained in readiness for their role.
Entain plc Annual Report 202396
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Director meeting attendance for 2023
The Board had six scheduled meetings in 2023 and a further
eleven ad-hoc meetings.
Scheduled
Meetings
attended
Meetings
eligible to
attend
Ad hoc
Meetings
Ad hoc
Meetings
eligible to
attend
Chairman
Barry Gibson 6 6 11 11
Executive Directors
Stella David 6 6 9 11
Rob Wood 6 6 10 11
Jette Nygaard-
Andersen 5589
Robert Hoskin 2 2
Non-Executive Directors
Pierre Bouchut 6 6 10 11
Rahul Welde 6 6 9 11
Virginia McDowell 6 6 10 11
David Satz 66911
Rahul Welde 6 6 9 11
Amanda Brown 1122
* Directors are expected to attend all scheduled Board meetings. Where Directors are
indicated as not having attended Ad Hoc Board meetings, this is attributable to pre-
existing and unavoidable commitments, typically as a result of the short notice given.
In each case the Director was provided with all Board papers and the opportunity to
provide comments to the Chairman as appropriate.
In December 2023, we gave our annual Entain Sustain updates,
providing a deep dive into key business developments that
touch on the important ESG initiatives, including regulation and
environmental progress. The update provided an overview of our
double materiality assessment held throughout H1 2023 where
key stakeholders including investors, analysts, regulators, business
partners, customers and colleagues were given the opportunity
to share their views. The process was fundamental in mapping
Entain’s material risks and opportunities, which underpinned the
development of our new Sustainability strategy released during
Entain Sustain in December. The new strategy focuses on four
core areas:
Being a market leader on player protection – providing industry
leading customer protection through innovative features,
customer support, communications and our culture.
Provide a secure and trusted platform – lead on integrity
in everything that we do. From having the highest ethical
standards, to only operating in regulated markets, to having a
high standard of data protection and cyber security.
Create the environment for everyone to do their best work – to
attract a broad and diverse audience from the inside out. To be
an employer of choice, build an inclusive and supportive culture
where talent from all backgrounds can thrive.
Positively impact our communities – Play our role in limiting
global warming to no more than 1.5 degrees and create a
positive impact on our communities.
We developed this strategy to strengthen our sustainability
leadership role and articulate our approach to focus actions across
our business and value chain.
AGM
All resolutions put to the 2023 Annual General Meeting
received overwhelming support of those investors who voted,
being approximately 80% of our shareholder base (slightly
higher than the voting level of 77% in 2022). The results of the
voting at all general meetings are published on our website:
www.entaingroup.com.
Entain plc Annual Report 2023 97
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Board Leadership and
Company Purpose
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 intends to operate in line with the UK
reporting regulations.
The Group has complied with the principles and provisions of
the 2018 UK Corporate Governance Code. During 2023 the
People & Governance Committee was composed of a majority of
independent members, in compliance with Provision 17. However,
as we began 2024, the composition of this Committee changed
(further details can be found on page 102) and the Committee now
comprises the Chairman, two independent non-executive directors
and one non-executive director. Whilst not strictly in adherence
with Provision 17, the Board is of the view that the composition of
the People & Governance Committee complies with the spirit of
the Code given that it is comfortable that sufﬁcient independent
judgement is applied by the four Committee members to the
consideration of appointments to the Board. The Board will keep
this matter under review and address the matter of independence
of the Committee as additional non-executive directors are
appointed to the Board. The Code can be found on the FRC’s
website at www.frc.org.uk.
The Board had six scheduled in-person meetings in 2023.
In addition there were a further eleven videoconference meetings
during the year concerning urgent matters such as the review
and approval of M&A transactions, overseeing resolution of the
HMRC’s investigation and entering into the Deferred Prosecution
Agreement with the Crown Prosecution Services as well as
receiving updates on trading.
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 discussions and how these
considered the Group’s key stakeholders is set out below.
Board Activities
during 2023
During 2023, the Board remained focused on

the implementation of safer gambling activities and
controls, and progress with embedding the enterprise
risk management framework.
Strategy
Execution of Group Strategy
S
C
Cu
Tc
R
Su
Regular updates on priorities
and improving capabilities for
execution of core digital and retail
business strategies.
Oversight of customer centric initiatives
to better serve customers and enable
moments of excitement.
Oversight and challenge to
proposed steps and progress
accelerating sportsbook product and
platform enhancements.
Continued oversight of steps being
taken to exit markets with no
domestic licences.
Two-day session revising strategy
around the three pillars of organic
growth, EBITDA margin expansion and
US market growth.
Deep Dives on the Retail segment,
competitive landscape, marketing
initiatives and value drivers of the
Entain business.
M&A Activity
S
C
Cu
R
Su
Received regular updates on potential
M&A opportunities.
Reviewed and approved ﬁve
M&A transactions recommended
by management.
Approved equity raise of £600m
through a non-pre-emptive placing of
new ordinary shares to institutional and
retail investors to fund the acquisition of
STS Holdings S.A (“STS”)
1
1. Entain consulted with a number of its major
institutional shareholders prior to the placing and
has respected pre-emption principles through the
allocation process in so far as possible.
Financial Plan
S
C
Cu
Su
Discussed and approved the three-
year plan.
Key to stakeholder groups:
S
Shareholders
Cu
Customers
Su
Suppliers
TC
The Community
R
Regulators
C
Colleagues
Entain plc Annual Report 202398
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Performance
Business updates
S
Cu
R
Su
Undertook segment reviews of the retail
and core digital businesses.
Discussed and debated challenges with
ﬁnancial and operational performance
in H2 2023.
Conducted a detailed review of the
competitive landscape, including both
global and local operators’ strategic
priorities and associated threats.
Monitored performance and debated
strategic opportunities relating
to BetMGM.
Financial updates
S
Cu
R
Su
Reviewed and approved the
2024 Budget.
Discussed and approved the continued
progressive dividend policy.
Monitored and debated the wider
macroeconomic and geopolitical
environment and its potential impact on
our business.
Received monthly ﬁnancial
performance updates.
Regulatory Developments
S
C
Cu
TC
R
Su
Received regular regulatory and legal
updates from the Chief Governance
Ofﬁcer and Group General Counsel.
Closely monitored progress with
the proposed settlement of HMRC’s
investigation into the Group’s legacy
Turkish-facing business before
approving the ﬁnal terms of the
Deferred Prosecution Agreement.
Risk
S
C
Cu
TC
R
Su
Approved the Group’s principal risks
and kept under review the Group
Risk Register considering new and
emerging risks.
Conducted a deep dive into the controls
and processes adopted by the Company
to comply with regulatory, licencing and
compliance regimes.
Reviewed and agreed the Principal
Risks for 2024 and their allocation
for monitoring between the Board
and its Committees (see page 79 for
more details)
Reviewed and approved the Group’s
annual long-term viability statement.
People and Culture
S
Cu
C
TC
Comprehensive review of the strategic
people agenda and priorities, including
steps being taken to attract and
retain talent.
Oversight of organisation design and
review of ways of working initiatives
and performance culture.
Received updates and provided
feedback on the revised values as
well as the results of the annual
employee survey.
Responsible Gambling
S
C
Cu
TC
R
Received regular updates on the
Group’s safer gambling activities,
including the effectiveness of our
ARC
TM
programme.
Player Protection remained a key area
of focus for the Board during 2023.
A review of the methodology and key
metrics for ensuring high standards of
player protection is a standing board
agenda item, including the proactive
measures being taken to enhance
controls and monitor player behaviours.
Product & Technology
S
C
Cu
R
Su
Received regular updates on the
new technology blueprint and target
operating model as part of ensuring
Entain has the right platform capability
needed to support the Company’s
growth ambitions and evolving
business needs.
Kept under review the Tech debt plan
to address identiﬁed issues in areas of
compliance and cybersecurity.
Monitored progress with migrating to a
cloud embedded architecture.
Received reports and provided input
on actions being taken to enhance
player experience and the quality of
sportsbook product.
Governance
Market Updates & Regulatory
Disclosures
S
Cu
TC
R
Approved the Notice of Meeting for
the AGM.
Reviewed and approved the Annual
Report & Accounts following
recommendations from the
Audit Committee.
Considered key market updates and
disclosure obligations in respect to
Full Year and Half Year results, M&A
transactions, trading performance and
CEO succession.
Investor Feedback
S
Received feedback from investor meetings
and roadshows from the Chair, Senior
Independent Director, Executive Directors
and Chief IR & Communications Ofﬁcer.
Considered external reviews of investor
feedback on Entain’s performance
and governance.
Board Governance
S
R
C
Kept under review the Schedule of
Matters Reserved for the Board.
Conducted its annual evaluation
covering the effectiveness of the Board,
its Committees and the performance of
the Chair and individual directors.
Established and approved the Terms
of Reference for the Sustainability
& Compliance Committee, People &
Governance Committee and Capital
Allocation Committee.
Conﬂicts of Interest Policy
S
C
Cu
TC
R
Su
Reviewed and approved the Board’s
Conﬂicts of Interest Register.
Board Succession
S
C
R
Engaged with Spencer Stuart
throughout the year as part of ongoing
succession planning and appointed two
new Non-Executive Directors.
1 Overview 8 Strategic report 88 Governance 140 Financial statements
99Entain plc Annual Report 2023
Board Activities
during 2023
Board Evaluation and Effectiveness
The Board undertakes an annual evaluation review in order to
increase its effectiveness and to identify areas for improvement.
Entain engaged Lintstock Ltd in 2023 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 between the Company Secretary and
Lintstock. Lintstock collaborated with Entain to design a bespoke
line of enquiry tailored to the business needs of the company,
and to follow up on themes identiﬁed in Lintstock’s previous
reviews. The Chairman and the Committee Chairs were given
the opportunity to input into the focus of the exercise. As well
as covering core aspects of governance such as information,
composition and dynamics, the review considered people, strategy
and risk areas relevant to the performance of Entain. The review
had a particular focus on the following areas:
The ongoing CEO succession process
The Board’s dynamics and relationship with management
The Board’s oversight of growth opportunities
Board members completed bespoke surveys assessing the
performance of the Board and each of its Committees, as well as
the performance of the Chairman. Each director also completed a
self-assessment questionnaire addressing their own performance.
Lintstock analysed the ﬁndings from the surveys and delivered
focused reports documenting the ﬁndings, including a number of
recommendations to increase effectiveness. Lintstock’s ﬁndings
were presented and discussed at the Board meeting in February.
Actions were agreed for implementation and monitoring.
Lintstock found that the Entain Board engaged well with the Board
evaluation process, with the Directors taking the opportunity
to reﬂect on lessons learned over the past year. The Chairman
was rated highly and the Board identiﬁed improvements in the
management of meetings since Lintstock’s last review. There was
a strong focus on further enhancing the Board’s visibility of the
business, and recent improvements in the Board’s dynamics and
engagement with management were commented on.
The Board identiﬁed a number of priorities for 2024, including:
Appointing and successfully onboarding a new CEO
Reviewing information ﬂows to ensure optimal coverage of all
aspects of the business
Continuing to develop the Board’s understanding of investor
sentiment and the visibility of other key stakeholders, including
customers and employees
Supporting management in delivering Entain’s key
strategic imperatives.
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 Chairman, Senior Independent Director and other Non-
Executive Directors each have letters of appointment and do not
serve in an executive capacity.
Excluding the Chairman, of the remaining eight Directors, ﬁve
are independent Non-Executive Directors. Due to his relationship
with Eminence Capital LP, a shareholder holding more than
3% of the Company’s issued share capital, Ricky Sandler is
considered as a Non-Independent Non-Executive Director.
The People & Governance Committee, having considered the
matter carefully, 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 2018
Code recommendations.
During the year, the Board considered requests for additional
external appointments by Non-Executive Directors. In opining
on these requests, the Board took into account the likely
time commitment and any conﬂicts of interest these external
appointments might raise. The Board agreed requests for David
Satz and Rahul Welde to take on additional roles outside Entain.
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.
Director Induction, Training and Development
The Chairman is assisted by the 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 regulatory
environments in which it operates. This includes meeting 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 will join.
Amanda Brown and Ricky Sandler have both received a tailored
induction programme following their appointment. This included
one to one meetings with our Executive Committee, segment and
functional leaders and our Internal and External Auditors.
The Chairman 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 2023 we have arranged
lunch and learn sessions during the board meeting agenda that
have given the Directors the opportunity to discuss and receive a
deeper understanding of our Ethics and Compliance programme
as well as a broader overview of the UK Retail Business and
Competitive Landscape.
The Directors have access to independent professional advice
at the Group’s expense, as well as the advice and services of the
Company Secretary, who advises the Board on regulatory and
corporate governance matters.
Entain plc Annual Report 2023100
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Board Activities
during 2023
People & Governance Committee Report
Introduction
I am pleased to introduce the ﬁrst report of the People &
Governance Committee since it was established in April 2023.
A key action arising from last year’s internal evaluation of the
effectiveness of the ESG Committee (now called the Sustainability
& Compliance Committee) was to consider how best to focus the
wide remit of the ESG committee. Following a review, it was agreed
that the Nomination Committee be retired and, in its place, a new
Committee, the People & Governance Committee, be established.
The remit of this new Committee is wider than that of the
Nomination Committee as it includes diversity, equity and inclusion
matters previously covered by the ESG Committee in addition to
those areas covered by the Nomination Committee. Details of the
membership of the Committee are set out on page 102.
During the year we have spent signiﬁcant time reviewing the
current composition of the Board to ensure we have the right
balance of skills, experience and diversity to lead the Company and
continue to deliver shareholder value. Further to our comprehensive
succession planning and ongoing search for new directors, I
was delighted to welcome Amanda Brown as an independent
Non-Executive Director in November and more recently Ricky
Sandler, who joined the Board as a Non-Executive Director in early
January. On joining the Group, Amanda became a member of the
Remuneration Committee and Ricky became a member of the
People & Governance Committee and has recently joined the newly
established Capital Allocation Committee.
Diversity, equity and inclusion are core considerations for the
Committee. Following Rahul Welde’s appointment as a Non-
Executive Director in July 2022, Entain is fully compliant with the
Parker Review’s target to appoint at least one Board member
from an ethnic minority background. Entain remains committed to
achieving the external target laid out in the FTSE Women Leaders
Review (the successor to the Hampton-Alexander Review) and
the board diversity targets laid out in the Listing Rules and, whilst
as at the date of this report female representation on the Board
is at 33.3%, I am conﬁdent that we shall continue to strengthen
diversity in all forms on the Board, Executive Committee and
the extended leadership team as we go through 2024. We are
particularly focused on increasing female representation on the
Board as part of our ongoing Non-Executive Director search.
At the point of its establishment, the Committee was chaired by
Stella David. Following her appointment as Interim Chief Executive
Ofﬁcer with effect from 13 December 2023, I became Chair of
the Committee.
During the year we have
spent signiﬁcant time
reviewing the current
composition of the Board
to ensure we have
the right balance of
skills, experience and
diversity to lead the
Company and continue
to deliver shareholder
value.”
J M Barry Gibson
Chair of the People & Governance Committee
J M Barry Gibson
Chair of the People & Governance Committee
1Overview 8Strategic report 88 Governance 140 Financial statements
101Entain plc Annual Report 2023
The role of the Committee
The Committee actively reviews the composition and diversity of
the Board and leadership team and has oversight of the succession
process. It 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 Committee
Ensuring that there is a formal, rigorous and transparent
procedure for appointments to the Board.
Leading the process for appointments and making
recommendations to the Board.
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.
Overseeing the development of a diverse pipeline for succession
for appointments to the Board and senior management positions.
In conjunction with the Board, setting measurable targets
for diversity and inclusion in relation to the Board and senior
management positions.
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 can be found on the Company’s website
at www.entaingroup.com.
Committee membership and attendance
From the date that it was established on 26 April 2023 until
15 December 2023 the Committee comprised of the following
three members: Stella David, who chaired the Committee, Barry
Gibson, the Board Chairman (who had previously been Chair of the
Nomination Committee), and Virginia McDowell, the Designated
Workforce Director. Following her appointment as Interim Chief
Executive Ofﬁcer, Stella David stepped down from the Committee.
Barry Gibson replaced Stella David as chair of the Committee
and Rahul Welde was appointed as a member of the Committee.
Post year end, on joining the Board, Ricky Sandler was appointed
as a member of the Committee in accordance with the Relationship
Agreement governing his appointment to the Board (see below).
The Committee had four meetings during 2023, all of which
took place before the membership changes in December 2023.
Attendance at the meetings was as follows.
Member
Number of
meetings
attended
Number of
meetings eligible
to attend
Stella David (Chair)
44
Barry Gibson 44
Virginia McDowell 44
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.
Activities
Board appointments
Following a tender process, the Committee engaged Spencer
Stuart to support the recruitment of additional Non-Executive
Directors. Following an extensive search against a speciﬁed remit,
Spencer Stuart presented a list of potential candidates to the
Committee. Meetings were held between shortlisted candidates
and the Committee and the Chief Executive Ofﬁcer. The Committee
concluded that Amanda Brown would be an excellent addition to
the Board, bringing a wealth of experience in human resources,
remuneration strategy, and managing organisations through
signiﬁcant change, and therefore recommended Amanda’s
appointment to the Board. Amanda Brown was subsequently
appointed as an independent Non-Executive Director of the Board
on 8 November 2023. She was also appointed as a member and
Designate Chair of the Remuneration Committee on this date, as
recommended by the Committee.
Aside from supporting the Group’s 360 Leadership Assessment
and Development Programme Spencer Stuart has no other
connections with the Company or individual Directors. It remains
accredited under the enhanced voluntary code of conduct for
Executive search ﬁrms.
Post ﬁnancial year end, Ricky Sandler was, on the recommendation
of the Committee, appointed as a Non-Executive Director of the
Board and as a member of the Committee. Ricky has a deep
knowledge of the business and believes in the quality of Entain’s
operations and substantial growth opportunities. In connection
with his appointment, due to being the Chief Executive Ofﬁ cer and
Chief Investment Ofﬁcer of Eminence Capital LP, a shareholder
of the Company, Entain entered into a Relationship Agreement
with Eminence Capital and Ricky Sandler, which covers matters
including customary governance, standstill and voting provisions.
In accordance with this agreement Ricky was appointed as a
member of the People & Governance Committee and, following its
formation in February 2024, as a member of the Capital Allocation
Committee. A summary of the principal terms of the agreement is
available on the Company’s website.
The Committee continues to work closely with Spencer Stuart to
identify potential Non-Executive Director candidates that would
add further value, bench strength and diversity to the Board.
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.
The Committee has kept the membership of each Board Committee
under review during the year and has considered Committee
membership planning as part of the broader Board succession
planning process. Due to the expertise and ﬂexibility of the current
directors, we were able to reconﬁgure the composition of the
Board Committees as a result of Stella David stepping down as
Chair of the People & Governance and Remuneration Committees.
During the ﬁnancial year the composition of Entain’s Board
Committees met the requirements of the UK Corporate Governance
Code and Entain’s own Terms of Reference for each Committee.
Entain plc Annual Report 2023102
1 Overview 8 Strategic report 88 Governance 140 Financial statements
People & Governance
Committee Report
Director re-appointment for the 2024 Annual
GeneralM eeting
The Committee considered the independence of each Non-
Executive Director as part of its recommendation to the Board
for Director re-election at the 2024 Annual General Meeting.
It considered the Board Conﬂicts of Interest register and concluded
that there were no obvious conﬂict situations or outside business
interests which would negatively impact the independence of
the directors. In making its recommendation, the Committee also
considered the time commitment and performance evaluation of
each Director standing for appointment.
Diversity, equity and inclusion
The Committee received regular diversity, equity and
inclusion reports including details of key initiatives such as the
establishment of employee networks; the progress of such
initiatives; the implementation of new policies such as the Group’s
global menopause policy; action plans to improve employee
attraction, engagement and retention; action plans to improve
gender diversity within the senior leadership team; the Group’s
apprenticeship programme; and employment data including
headcount, attrition rates, people relations cases, and people-
related issues raised by the Internal Audit team. Further details on
diversity, equity and inclusion can be found on pages 48 and 49.
The Committee reviewed the Group Diversity, Equity & Inclusion
Policy (including Board diversity) which was subsequently
approved by the Board on the recommendation of the Committee.
This can be found on our website at www.entaingroup.com.
Other reviews
The Committee reviewed the Policy on Outside Appointments for
Directors and conﬁrmed compliance with this policy throughout the
ﬁnancial year.
The Committee reviewed the data submitted to the FTSE
Women Leaders Review and also reviewed and approved for
recommendation to the Board the proposal for the 2023 evaluation
of the Board and its Committees.
Towards the end of the ﬁnancial year the Group commenced a
360 Leadership Assessment and Development Programme for all
Executive Committee members. The Committee was briefed on the
contents of the assessment and the programme of which the key
ﬁndings will prove valuable as the Company undertakes its search
for a new permanent Chief Executive Ofﬁcer.
Committee evaluation
A review of the Committee’s performance and effectiveness during
the year was undertaken using a questionnaire facilitated by an
external board review ﬁrm, Lintstock. Lintstock managed the
evaluation process and produced the evaluation report.
The feedback from the Committee evaluation was positive in
terms of Committee composition, the quality of the meetings and
the information provided to the Committee members and the
workings of the Committee. The effectiveness of the Chair was
rated highly and it was recognised that the Committee had worked
well over the year. Areas of focus for 2024 include ensuring that the
Committee has a good understanding of Entain’s culture and the
issues affecting employees, ensuring that management is receiving
the support that it needs, and improving oversight of future
executive succession and development plans. The importance of a
rigorous CEO selection process was also highlighted.
Chairman’s Committee report
The Chairman’s Committee is the forum for the Non-Executive
Directors and Chairman to meet in executive session. Three
Committee meetings were held during 2023. Topics discussed
included succession planning for the Executive Directors, business
performance, and strategy.
Entain plc Annual Report 2023 103
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People & Governance
Committee Report
Audit Committee Report
Introduction
I am pleased to introduce the Audit Committee report setting out
the key matters and issues considered in 2023.
In addition to the Audit Committee’s obligations for ﬁnancial
reporting and ensuring the integrity of the Company’s ﬁnancial
and narrative statements, the Committee has continued to monitor
progress with the implementation of the Group’s Enterprise Risk
Management Framework and challenged management on the
identiﬁcation and assessment of principal and signiﬁcant risks
relevant to Entain.
The Audit Committee received assurance through focused deep
dives that there has been good progress raising risk awareness
throughout the organisation. We received regular updates on
emerging ﬁnancial and non-ﬁnancial risks that has kept the
Committee informed and focused on ensuring relevant controls and
mitigating actions are in place and operating effectively.
The Committee has challenged management and our external
auditors across a range of topics, in particular, key accounting
judgments and control matters relating to M&A activity as well as
the accounting treatment for the HMRC settlement arising from
the investigation into the Group’s legacy Turkish-facing business.
The Committee has also worked closely with the Sustainability &
Compliance Committee when considering non-ﬁnancial reporting
and disclosures.
As Entain focuses on returning to organic growth in 2024, the
Audit Committee will continue to play an important role monitoring
the effectiveness of the control environment. I am conﬁdent that
we have the right mix of ﬁnancial, accounting, risk and sector
experience, to enable the Committee to continue to perform
effectively and deal with the challenges of the changing regulatory
and operating environment that we face as we go into 2024.
Pierre Bouchut
Chair of the Audit Committee
“As Entain focuses on
returning to organic
growth in 2024, the
Audit Committee
will continue to
play an important
role monitoring the
effectiveness of the
control environment.”
Pierre Bouchut
Chair of the Audit Committee
1Overview 8Strategic report 88 Governance 140 Financial statements1Overview 8Strategic report 88 Governance 140 Financial statements
Entain plc Annual Report 2023104
The role of the Audit Committee
The Audit Committee oversees the effectiveness of the
Group’s ﬁnancial reporting, systems of internal control and
risk management and the integrity of external and internal
audit processes.
Key responsibilities of the Audit Committee
Monitor the integrity of Entain plc’s ﬁnancial statements
and any formal announcements relating to the Company’s
ﬁnancial performance.
Review and challenge, where necessary, the signiﬁcant ﬁnancial
reporting issues and judgements in relation to the half-year and
annual ﬁnancial statements.
Review the effectiveness of, and ensure that management has
appropriate internal controls over, ﬁ nancial reporting.
Make recommendations to the Board concerning any proposed,
new or amended accounting policies.
Review and monitor the relationship with the external auditor
and oversee its appointment, tenure, rotation, remuneration,
independence and engagement for non-audit services.
Oversee the work of Internal Audit and assess the effectiveness,
performance, resourcing, independence and standing of
the function.
Review and monitor the implementation and effectiveness of
risk management systems and conduct a robust assessment of
emerging and principal risks facing the Company.
Oversee policies, procedures and arrangements for capturing
and responding to whistleblower concerns and ensuring they are
operating effectively.
Assess and report on the Group’s viability.
The Audit Committee Terms of Reference can be found on the Company’s
website at www.entaingroup.com.
Audit Committee membership and attendance
As at 31 December 2023 the Audit Committee comprised three
members, all of whom are independent Non-Executive Directors.
Pierre Bouchut is Chair of the Committee. He has a strong ﬁnancial
background, having been chief ﬁnancial ofﬁcer at Schneider
Electric, Carrefour and Delhaize and extensive experience as an
audit committee chair, currently serving at Pepco Group, Firmenich
S.A. and GeoPost S.A. in this role. The Board is satisﬁed that he
has the required level of relevant ﬁnancial experience, as outlined in
the UK Corporate Governance Code, and competence in accounting
and auditing as required by the FCA’s Corporate Governance Rules
in DTR7.
The Board remains satisﬁed that the Audit Committee as a whole
has an appropriate level of independence and experience and
relevant ﬁnancial and commercial experience across various
industries, including the gaming sector, to assess the issues it is
required to consider.
Committee members continue to receive relevant training to ensure
competence relevant to the business, in addition to the other skills
they bring to the Board and Committees.
Regular attendees at the meetings include the Chief Financial
Ofﬁcer & Deputy CEO, Director of Financial Control, Group General
Counsel, Director of Internal Audit, the external auditor and the
Chair of the Sustainability & Compliance Committee. During the
year the Audit Committee met for private discussions with the
external auditor and the Director of Internal Audit.
The Committee had ﬁve meetings during 2023.
Member
Number of
meetings
attended
Number of
meetings eligible
to attend
Pierre Bouchut (Chair)
55
David Satz 55
Rahul Welde 44
In February 2023, Mark Gregory and Vicky Jarman stepped
down from the Committee and the Board prior to any 2023 Audit
Committee meetings being convened. Rahul Welde joined the
Committee on 23 February 2023.
Entain plc Annual Report 2023 105
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Audit Committee Report
Audit 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.
Delegation
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 Chairman on
the preparation of any business model
and strategy.
The Company Secretary with the Chairman
of the Board, the Chair of the various
Board Committees, prepares the corporate
governance statements and all Board
Committee reports.
External Review
Entain’s external auditors audit the Annual Report and ﬁnancial statements and review the half-year accounts. A report to the Audit
Committee is prepared.
Committees’ Review
The Audit Committee reviews the Annual Report, draft ﬁnancial
statements and accompanying statements and meets with the
external auditors to review their report. The Audit Committee
proposes amendments and makes recommendations to the Board
and further approves the Audit Committee’s Report.
For the annual report the Remuneration Committee, People &
Governance Committee and Sustainability & Governance Committee
respectively review their Committee Reports, propose changes and
make recommendations to the Board.
Board Review
The Board reviews the Annual Report and ﬁnancial statements, accompanying reports and recommendations from its committees and
makes changes to the disclosure where appropriate.
Auditor Reporting to The Board
The External auditors prepare their ﬁnal report (Annual Auditor’s Report) or review report (half-year results).
Audit/Board Approval and Publish
The Board and auditors approve 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 2023, the Company has followed
the process detailed above. Following the review and challenge of the disclosures, the Committee recommended to the Board that the
ﬁnancial statements taken as a whole, were fair, balanced and understandable. The ﬁnancial statements provided the shareholders with
the necessary information to assess the Group’s performance, business model, strategy and risks facing the business. These include the
ever increasing importance of ESG considerations.
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Entain plc Annual Report 2023106
Audit Committee Report
External audit
The Audit Committee has primary responsibility for overseeing
the relationship with the Group’s external auditor, KPMG.
KPMG completed its sixth ﬁnancial reporting audit, providing
robust challenge on speciﬁc ﬁnancial reporting judgements and the
control environment, with continued speciﬁc focus on the design
and operation of IT systems and controls. The lead audit partner is
Mark Flanagan who has been in role since 2021.
The Committee reviewed the external auditor’s approach and
strategy for the annual audit and also received regular updates on
the audit, including observations on the control environment and
the core platform and IT capabilities. Key audit matters discussed
with KPMG are set out in its report on page 147.
The Audit Committee reviews the fee structure, resourcing and
terms of engagement for the external auditor annually. It further
considers the reappointment of the external auditor each year
before making a recommendation to the Board.
It is anticipated that a retender for audit services will be completed
by 2028 or sooner, in line with relevant guidelines. The Committee
believes that the anticipated timeline for the retender of audit
services is in the best interests of shareholders. It provides an
appropriate balance of factors such as the auditor’s knowledge
of controls and risks, maintaining audit quality, independence and
objectivity, and providing value for money.
The Group is in compliance with the requirements of the Statutory
Audit Services for Large Companies Market Investigation
Order 2014.
Effectiveness of the external audit
The Audit Committee evaluated the effectiveness of the external
audit process during the year in consultation with the Chief
Financial Ofﬁcer and members of the senior ﬁnance team. The key
areas of focus were:
Safeguards against independence threats being sufﬁcient
and comprehensive.
Quality and transparency of communications being timely, clear,
concise and relevant and that any suggestions for improvements
or changes are constructive.
The exercise of professional scepticism and the willingness of the
auditor to challenge management’s assumptions.
The quality of the audit engagement team – including the
continuity of appropriate industry, sector and technical expertise
or where there have been new areas of activity and changes in
regulation or professional standards.
The Committee concluded that the external audit process had been
effective and noted the positive enhancements and improvements
made to the audit process during the year. Due to the growing
complexity of the Group, it was agreed that a more global audit
relationship with KPMG was required going forwards in order to
enhance the quality and transparency of key audit matters and
provide broader real time oversight of local statutory audits in the
main jurisdictions of the Group’s geographic footprint.
Activities
Financial disclosure
The Audit Committee reviewed the full and half-year ﬁnancial
statements with management before proposing them to the
Board for approval. In undertaking its review, the Audit Committee
received reports from management and the external auditor
outlining signiﬁcant ﬁnancial judgements and estimates, including
the appropriateness of Group’s revenue from online operations and
recoverability of the carrying value of the investment in the Parent
Company. In undertaking its review, the Committee focused on the
integrity of the Group’s ﬁnancial reporting process, the clarity of
disclosure and compliance with relevant reporting standards.
The Audit Committee reviewed the assessment and reporting of
longer-term viability, systems of risk management and internal
control, including the reporting and classiﬁcation of risk across the
Group and the examination of what might constitute a signiﬁcant
failing or weakness in the system of internal control.
During the year, the Audit Committee considered the affordability
of the Company’s progressive dividend policy, in particular, the
implications of the HMRC settlement provision related to the
Turkish facing business. The Committee further challenged
and debated cash ﬂow forecasts and consideration of relevant
downside scenarios informed by long term viability modelling prior
to approving the interim dividends paid for the full year 2023.
The Committee gave consideration and challenge to the
appropriateness of adopting the going concern assumption in
preparing the ﬁnancial statements. The Committee agreed with the
conclusions reached and the going concern statement for the year
ended 31 December 2023 is set out on page 77.
In considering the Annual Report and Accounts, the Committee
assessed whether the report was fair, balanced and
understandable. The process undertaken is outlined on page
106. The Committee reviewed the consistency of the narrative
disclosures and ﬁnancial statements. It received a report from
management on the veriﬁcation process undertaken in respect of
the annual report. The Committee then made a recommendation to
the Board, which in turn reviewed the report as a whole, conﬁrmed
the assessment and approved the report’s publication.
Risk
During the year the Committee received regular updates on
the progress implementing the Enterprise Risk Management
Framework and reports from the Group Risk Committee.
The Committee conducted deep dives assessments on the
principal risks allocated by the Board relating to Data Breach
and Cybersecurity, Trading Liability and Pricing Management,
Technology Failure and Taxes. During these assessments, the
Committee challenged management and sought assurances that
suitable measures were in place to monitor, manage and mitigate
the relevant risks.
The Committee conducted a year end review of principal risks and
emerging risks facing the business and will continue to work with
management to ensure that all Entain speciﬁc risks are identiﬁed
with robust processes and controls implemented to effectively
manage them. Further details on the Group’s principal risks are set
out on pages 83-86.
Entain plc Annual Report 2023 107
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Audit Committee Report
The Board with the support of the Audit Committee, completed its
annual review of the effectiveness of the system of internal control,
including the effectiveness of internal audit and consideration
of whether it had the appropriate level of independence and
its importance in assessing the Company’s culture. The Board
concluded that it was satisﬁed that the system of internal control
remains robust and ﬁt for purpose and have selected areas on a
risk basis for inclusion in the 2024 Internal Audit Plan.
Effectiveness of Internal Audit
The Audit Committee continued to monitor and review the
effectiveness and capability of the Internal Audit function over the
year. In assessing and determining effectiveness, the Committee
met privately with the Director of Internal Audit, considered
and approved the Internal Audit annual plan and surveyed
management on their view of the effectiveness of Internal Audit.
The Committee concluded that Internal Audit had unrestricted
scope and access to information and sufﬁcient resources to
fulﬁl its annual work plan. This conclusion was strengthened
by management’s positive feedback on the quality of the work
performed and the additional assurance provided to management
by the scope of Internal Audit’s processes.
Whistleblowing policy
The Group has a formal whistleblowing procedure by which
employees can, in conﬁdence, raise concerns about possible
malpractice and misconduct. This is set out in the Group’s Code
of Conduct and is approved by the Audit Committee. The Speak
Out policy sets out the type of disclosure which is protected
and also speciﬁes to whom disclosures should be made and the
process that will be followed. The Group actively encourages
individuals, where they believe that malpractice has taken place,
to make protected disclosures either internally through HR and
Internal Audit or externally through an outsourced service provider.
The Audit Committee receives regular reports from the Director
of Internal Audit on the number of cases raised and the outcome
of investigations.
During 2023, the Company’s whistleblowing procedures have
been further strengthened in order to assess complaints that might
present an ethics issue. The Audit Committee continues to be
satisﬁed that robust and appropriate arrangements are in place for
the proportionate and independent investigation of such matters
and for appropriate follow-up action.
Committee evaluation
The Committee undertook a review of its effectiveness through
an online questionnaire administered by an external facilitator
(Lintstock).
The feedback from the Committee evaluation was positive in
terms of Committee composition, the quality of the meetings,
ways of working and the information provided to the Committee
members. The effectiveness of the Chair was rated highly and
it was recognised that the Committee had worked well over the
year. There continued to be a good level of engagement with
management and the external audit partner.
Areas of focus for 2024 included close monitoring of ﬁnancial
performance, oversight of safer gambling controls, challenging
management on progress automating key processes and controls,
and spending more time to assess operational effectiveness
and resiliency.
Non-audit services
The Audit Committee is responsible for the Group’s policy on non-
audit services and the approval of non-audit services. The policy
states that in the Company’s ﬁnancial year, the total fees for
non-audit services provided by the external auditors, excluding
non-audit fees for due diligence for acquisitions and other speciﬁc
matters noted below, should not exceed 70% of the average of the
total fees for audit services they provided in the preceding three-
year period.
The policy is kept under annual review and the Audit Committee
receives regular reports on non-audit services provided by KPMG
and other audit ﬁrms. In the year ended 31 December 2023, the
total non-audit fees as a percentage of the audit fees paid to the
external auditors was 4.9%. In addition to their statutory duties,
KPMG is also employed where, as a result of their position as
auditors or for their speciﬁc expertise, they either must, or the
Audit Committee accepts they are best placed to, perform the
work in question. This is primarily work in relation to matters such
as shareholder circulars, Group borrowings, regulatory ﬁlings and
certain business acquisitions and disposals. In such circumstances
the Audit Committee will separately review the speciﬁc service
requirements and consider any impact on objectivity and
independence of the auditors and any appropriate safeguards to
this. As such the Audit Committee believes it is appropriate for
these non-audit services to be excluded from the 70% cap set
out above. In the year ended 31 December 2023 the fees paid in
respect of due diligence for acquisitions to the external auditors
was £nil.
Internal Audit
Internal Audit provides assurance to the Board, through the Audit
Committee, that effective and efﬁcient control processes are in
place to identify and manage business risks that may prevent the
business from achieving its objectives and strategy.
The Director of Internal Audit is a standing attendee of the
Committee and provides regular reports on Internal Audit ﬁndings,
including the assessment of issues raised in previous reports.
The work completed by Internal Audit during the year focused on
key areas of the Group (disclosed on pages 83 to 86 under Principal
Risks), which included:
Reviews of anti-money laundering and safer gambling processes
across various jurisdictions and businesses.
Digital fraud management.
Recruitment, talent resilience and retention practices.
Data governance and retention management.
Safer gambling interactions management.
IT governance, including privileged access controls.
Command Centre Management and performance of core
production systems
Disaster Recovery.
Stadia health and safety and animal welfare
Review of the Group’s compliance with the UK Modern Slavery
Act and adequacy of provisions to mitigate risks of slavery.
Compliance with Ontario licence requirements
Ongoing reviews of key ﬁnancial controls’
operating effectiveness.
Entain plc Annual Report 2023108
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Audit Committee Report
Accounting and key areas of judgement and estimate
Throughout the course of the year, the Audit Committee determined the following areas of the ﬁnancial statements were of signiﬁcant
interest. These issues were discussed with management and the external auditors to ensure that the required level of disclosure has been
provided and that appropriate rigour has been applied where any judgement may be exercised.
Matter considered Action
Separately disclosed items and Alternative
Performance Measures
The Group separately discloses certain items in order to allow
a clearer understanding of the underlying trading performance
of the business. In 2023, the Group has recorded a net charge
in respect of items which have been separately disclosed
from continuing activities of £1,217.8m after tax in the
Income Statement.
As part of their assessment that the treatment of separately
disclosed items in the ﬁnancial statements is appropriate, the
Audit Committee has considered each of the items disclosed
and challenged, where necessary, the treatment adopted by
management. The Audit Committee has also considered the
conclusions reached by KPMG as part of its audit in this area
and are satisﬁed with the treatment and disclosure adopted.
In addition, non-GAAP measures have been provided
within the Annual Report and Accounts to assist in the
articulation of the underlying business performance. Non-
GAAP measures relate to industry standard KPIs which are
commonly used by the Group’s peers and market analysts.
Management’s use of non-GAAP measures in explaining the
underlying business performance has been considered by
the Audit Committee, along with the views of KPMG on their
use and prominence. Whilst the Committee understands the
challenges associated with the use of non-GAAP measures,
they are satisﬁed with the balance of the disclosure provided.
IFRS 3 Fair Value of Business Combinations
During the year, the Group completed a number of
acquisitions as detailed in Note 32 to the ﬁnancial statements.
Included within the IFRS 3 fair value exercise are a number of
judgements and estimates including:
• the assessment that future revenue shares in Tab NZ form
part of consideration
• the estimate of consideration, including contingent
consideration, particularly on Tab NZ
• the estimates of the fair value of acquired intangibles
and goodwill
The Audit Committee has reviewed the judgements and
estimates made in connection with the accounting treatment
for business combinations including what items constitute
consideration, the value of contingent consideration
recognised, the assets and liabilities identiﬁed on acquisition
and the appropriateness of fair values derived.
In assessing the valuations, the Audit Committee has reviewed
the working papers provided by management and the work
of the Group’s external valuation specialists as well as the
conclusions reached by KPMG.
In addition, the Audit Committee has assessed the
appropriateness of the assumptions used by management in
reassessing the value of contingent consideration obligations
as at the year end date.
Following review of all of these items, the Audit Committee has
concluded that the treatment within the ﬁnancial statements
is appropriate.
Impairment
The Group has signiﬁcant value in enduring and indeﬁnite
life assets such as UK brands and goodwill which need to
be reviewed for impairment annually. In 2023, as part of the
annual impairment exercise, the Group has recognised a
non-cash impairment charge of £190.0m against the goodwill
in the Australian business.
Inherent in any impairment of a CGU is a degree of estimation.
The carrying value of all enduring and indeﬁnite life assets
have been tested for impairment as part of the annual
cycle. In assessing that the conclusions reached are
appropriate, the Committee have reviewed the forecasts, key
assumptions and methodology adopted by management in
preparing their impairment assessment and, in particular,
determining the impairment charge recognised against the
Australian business.
As part of their assessment, the Committee have also
reviewed KPMG’s audit ﬁndings and deem that both the
treatment and disclosure of the impairment within Note 14
are appropriate.
Entain plc Annual Report 2023 109
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Audit Committee Report
Introduction
In April 2023 the name of the Committee was changed from the
ESG Committee to the Sustainability & Compliance Committee
and matters relating to diversity, equity and inclusion, previously
covered by the ESG Committee, were transferred to the newly
established People & Governance Committee (see page 101).
These changes reﬂected feedback arising from last year’s internal
evaluation of the ESG Committee and were made to make the
increasingly wide remit of the ESG Committee more manageable.
During the year, the Committee continued to monitor and provide
focus, support and challenge on sustainability and compliance
issues. The Committee remained guided by Entain’s Sustainability
Charter which outlines Entain’s ESG leadership ambitions.
The Charter remains an important part of Entain’s ESG leadership
position within the gaming sector.
The Committee continued to monitor the management and
mitigation of the Principal Risks allocated to it by the Board and
ensure that its observations were fed back to the Board. During the
year the Principal Risks were ‘Safer Betting and Gaming’, ‘Health,
Safety & Wellbeing of Customers, Communities and Employees’,
and ‘Loss of Key Locations’. Following review by the Board it
was determined that Loss of Key Locations would no longer be
treated as a standalone Principal Risk and that it should form part
of the Principal Risks ‘Ensure Health, Safety, Security and Well-
being of Employees, Customers, and Communities’ and ‘Maintain
Technology Platforms Resilience’ – further detail can be found on
page 83.
As a result of the reconﬁguration of the Board Committees
following Stella David’s appointment as Interim Chief Executive
Ofﬁcer, Rahul Welde stepped down from the Committee in
December and I welcomed our Chairman, Barry Gibson, as a
member of the Committee.
We developed
this strategy to
strengthen our
sustainability
leadership role –
which plays a crucial
enabling role in our
long-term growth.”
Virginia McDowell
Chair of the Sustainability & Compliance Committee
Sustainability & Compliance Committee Report
Virginia McDowell
Chair of the Sustainability & Compliance Committee
1Overview 8Strategic report 88 Governance 140 Financial statements1Overview 8Strategic report 88 Governance 140 Financial statements
Entain plc Annual Report 2023110
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 &
Compliance index results.
Key responsibilities of the Committee
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 and the Company’s
impact on the environment.
Ensure that sufﬁcient focus and resource is given to
implementing, monitoring and managing the Company’s
Sustainability and Compliance policies and processes and that
these remain effective.
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.
Liaise and work with the Board’s other Committees to ensure the
Board’s duties and responsibilities are carried out effectively.
Prepare an ESG report for inclusion in the Annual Report
and Accounts and oversee that any public disclosures on
Sustainability and Compliance issues made by the Group
accurately reﬂect the Group’s policies and processes.
The Committee’s terms of reference were reviewed and updated
by the Committee and subsequently approved by the Board during
the ﬁnancial year. These can be found on the Company’s website at
www.entaingroup.com. The Committee has operated in line with its Terms
of Reference throughout the ﬁnancial year.
Committee membership and attendance
The Committee has three members, two independent Non-
Executive Directors plus the Chairman of the Board. Stella David
stepped down from the Committee on 26 April 2023 following
the establishment of the People & Governance Committee which
she chaired until December 2023 (see the People & Governance
Committee report on pages 101 to 103 for further information).
Following changes to Board Committee memberships agreed in
December 2023, Rahul Welde stepped down from the Committee
with effect from 15 December 2023 and Barry Gibson joined the
Committee with effect from the same date.
Regular attendees at the meetings include the Director of Internal
Audit and the Group General Counsel. Other individuals and
external advisers are invited to attend as and when appropriate
and necessary.
The Committee had six meetings during the year, all of which took
place before the membership changes agreed in December 2023.
Attendance at the meetings was as follows:
Member
Number of
meetings
attended
Number of
meetings eligible
to attend
Virginia McDowell (Chair)
66
Stella David
1
22
David Satz 66
Rahul Welde
2
66
1 Resigned from the Committee on 26 April 2023.
2 Resigned from the Committee on 15 December 2023.
Activities
Safer betting and gaming
The Committee received regular updates on the Group’s
responsible betting and gaming programme. Brieﬁngs were held on
the continued development and impact of the ARC
TM
programme
and the Committee was given a demonstration of the customer
journey under a range of scenarios. A deep dive review of the
Principal Risk: Safer Betting & Gaming was undertaken, where
the Committee considered potential developments in technology
and regulatory guidance in key areas such as affordability and
customer protection.
As in the previous ﬁnancial year, the Committee undertook a
half-year and a full-year review of the delivery of safer betting
and gaming project metrics as part of the responsible gaming
element of the Group-wide annual bonus structure which has a
15% weighting. This review included an external assessment by
EPIC Risk Management on the Company’s performance against
targets. With more challenging metrics having been put in place
for 2023, at its year-end assessment the Committee determined
it was satisﬁed that these metrics had been met and made a
positive recommendation to the Remuneration Committee as part
of its assessment.
Further information on the responsible betting and gaming
remuneration metric is outlined on page 131 of the Directors’
Remuneration Report.
Sustainability
During the ﬁnancial year the Sustainability Team completed a
comprehensive sustainability materiality assessment which was
reviewed by the Committee. The assessment has helped Entain to
better identify the sustainability issues that are most material to
the business and its stakeholders and will support its preparation
for the incoming reporting requirements, such as the EU Corporate
Sustainability Reporting Directive. Following the sustainability
materiality assessment the four pillars of the Sustainability Charter
were updated to:
Be a leader on player protection
Provide a secure and trusted platform
Create the environment for everyone to do their best work
Positively impact on our communities
More information on Entain’s Sustainability strategy can be found
on pages 40 and 41.
Gaming licence compliance
The Committee considered key elements of the Group’s gaming
licence compliance programme, including the development and
update of Entain’s Sports Betting Integrity Policy and the measures
being taken to reduce the threats posed by Sports Betting
Integrity issues.
Compliance governance
The Committee received quarterly reports on international, UK,
Retail and digital compliance developments and monitoring of
the Group’s compliance management. It continued to review the
impact of M&A activity on the Group’s compliance programme
and the regulatory risks associated with new market entry.
The Committee received updates on the progress of the application
for a compliance management system certiﬁcation against ISO
37301 and on the progress of the Compliance Assessment by the
UK Gambling Commission.
Entain plc Annual Report 2023 111
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Sustainability & Compliance
Committee Report
Ethics & compliance
Ethics and integrity are at the core of our organisation and culture.
The Committee received regular updates on the key regulatory
issues and trends around ethics, compliance and anti-money
laundering from the expanded Ethics & Compliance team.
The Committee approved the new Ethics & Compliance Charter
which sets out the mission of the Group’s Ethics & Compliance
Programme and the independence and authority of the Ethics &
Compliance team, which ensures that they are able to request
information and access resources and colleagues to enable
them to effectively undertake monitoring, testing activity and
investigations. The Committee reviewed and approved the Group’s
Global Anti-Money Laundering & Counter-Terrorist Financing Policy
and the Ethics & Compliance Three Year Strategy.
Privacy and data protection
Regular updates on privacy and data protection were given to
the Committee, covering matters such as the steps being taken to
improve data governance, the ongoing development of the Group’s
cybersecurity strategy, and key legal and regulatory developments
around data legislation.
The Committee completed its annual review of the Group Data
Retention Policy and the Group Data Protection Policy.
Health, Safety, Security and the Environment (“HSSE”)
The Committee discussed the Group’s environmental strategy
and its commitment to being carbon net zero by 2035.
HSSE performance was monitored by the Committee through
regular updates on the Group’s HSSE performance indicators and
initiatives. The Committee reviewed and approved the proposed
HSSE strategy for 2023 as well as agreeing the Group’s HSSE KPIs
for the forthcoming year. The Committee reviewed and approved
the Health, Safety, Wellbeing & Workplace Policy Statement and
the Environmental Policy Statement, both of which can be found on
the Company’s website at www.entaingroup.com.
During the ﬁnancial year further workshops were held to
support the Group’s work on meeting the TCFD requirements.
The Committee received updates on the progress of the workshops
and how they were informing the Group’s environmental strategy.
The Committee undertook deep dive reviews on the two Principal
Risks: health, safety and the wellbeing of customers, communities
and employees, and loss of key locations. The former focused
on addressing key risks and facilitating management solutions
relating to HSE matters whilst the latter focused on the ﬁndings
arising from assurance checks undertaken by the HSSE team and
the actions taken to resolve any issues that had come to light from
those checks.
Modern Slavery Act statement review
The Committee reviewed the Group’s Modern Slavery and Human
Traf ﬁcking Transparency Statement for the ﬁnancial year ended
31 December 2022, noting the key mitigation activities undertaken
in 2022 including the continued monitoring of risks across the
Group’s supply chains, enhanced mandatory training for all
employees, and updated policies including a new Code of Conduct
which sets out the Group’s commitment to preventing modern
slavery. Entain continued to partner with Unseen, a UK anti-slavery
charity. During 2022 steps were taken to implement the majority
of the recommendations arising from the 2021 gap analysis
undertaken by Unseen.
During the year, the Committee received updates on the
development of the multi-year Modern Slavery Strategy and
the Modern Slavery Programme to support the Group’s work
combating modern slavery. More details can be found on page 51.
The Modern Slavery statement can be viewed on our website at
www.entaingroup.com/modern-slavery-statement
Other reviews
The Committee oversaw the annual ESG report, reviewing the
content and giving feedback to management on its content. It also
received an overview of the current IT infrastructure and the key IT
projects underway as well as an overview of the work of the Group
Payment Processing Committee.
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.
The Committee received an update on the progress of the
Group’s commitment to ﬁ nancially support areas such as
research into safer gambling and education initiatives, grassroots
sports, diversity in tech and community projects through the
Entain Foundation.
Committee evaluation
A review of the Committee’s performance and effectiveness during
the year was undertaken using a questionnaire provided by an
external board review ﬁrm, Lintstock. Lintstock managed the
evaluation process and produced the evaluation report.
The feedback from the Committee evaluation was positive in
terms of Committee composition, the quality of the meetings and
the information provided to the Committee members, and the
workings of the Committee. The Chair was rated highly and it was
felt that the Committee had a good oversight of the policies and
controls that fell within its scope of responsibilities. The changes
to the Committee’s remit made following feedback from last year’s
Committee evaluation had been positively received. Areas of focus
for 2024 included ensuring a continued focus on safer betting and
gaming, supporting the management of environmental goals and
programmes, addressing the signiﬁcant regulatory issues faced by
the Company, undertaking tailored training, and receiving more of
an external perspective on best practices relating to key issues.
Entain plc Annual Report 2023112
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Sustainability & Compliance
Committee Report
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 2023.

having taken on this role on 14 December 2023 upon appointment





shareholders to vote on our Annual Report on Remuneration at
our AGM on 24 April 2024. The Report summarises remuneration

Policy for 2024. The Policy is set out in our 2022 Directors’

at www.entaingroup.com.
In a year of transition for

have been mindful of
the experience of our

making remuneration

a strong alignment of

performance.”
Virginia McDowell

Directors’ Remuneration Report
In this section
 

 
 
124 Remuneration in context
130 Annual Report on Remuneration
 8Strategic report 88 Governance 140 Financial statements
113Entain plc Annual Report 2023
2023 incentive outcomes
2023 annual bonus


performance). Our results in 2023 failed to meet the threshold level
of the stretching performance conditions that had been set, and so




progress continued to be made in both of these areas, resulting in a
full payout in relation to these metrics.




Further details can be found on page 131.
2021 Long-Term Incentive Plan (“LTIP”)

relative Total Shareholder Return (“TSR”) targets over the three-
year period ended 31 December 2023.

lapsed in full. Full details are set out on page 132.
2023 Group performance



shareholder value.
Key performance highlights in 2023 include:
 
 
 
 
Our joint venture in the US, BetMGM, delivered a strong


 

 


 
bringing total for the year to 17.8p per share.
 

derived from regulated or regulating markets, and have

deliver market leading player protection in the markets in




outstanding track record of success across multiple industries.
While this is an interim appointment, Stella is focused on driving


Entain plc Annual Report 2023114
  8 Strategic report 88 Governance 140 Financial statements
Directors’ Remuneration
Report
 


date of 31 August 2023.
Looking ahead to 2024
Directors’ salaries




to our UK Retail colleagues).

Annual bonus

annual bonus and concluded that it is appropriate to make some





of BetMGM is being included as a standalone metric this year to
emphasise the importance of this business to the future value of







the business during the year.
Long-Term Incentive Plan









100 and a bespoke peer group) as they continue to represent the
most appropriate market reference points.
Conclusion








and in the interests of, our stakeholders.


Virginia McDowell

Board changes
Stella David











recruitment, this commitment is being replicated.
Jette Nygaard-Andersen



contribution to the business over the last three years, including


operating only in regulated or regulating markets and overhauling
our governance approach.

this context and further details are set out in the payments for loss

 


 

plan rules in respect of her outstanding LTIP and Annual and

pro-rated bonus in respect of 2023, determined in the same

and half in deferred shares, as normal.
 



13 December 2024.
Robert Hoskin




remuneration arrangements in the light of this. Further details of
Robert’s leaving arrangements are set out in the payments for loss

 
medical insurance continues until the end of the plan year
(31 March 2024).
 


 




Directors and paid half in cash and half in deferred shares,
as normal.
  8 Strategic report 88 Governance 140 Financial statements
115Entain plc Annual Report 2023
Directors’ Remuneration
Report
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 Chairman,
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.
The Remuneration Committee
Committee membership and attendance during 2023
Member
Number of
meetings
attended
Number of
meetings
eligible to
attend

1
67
Stella David
2
66

3
22
Mark Gregory
4
11


11
Rahul Welde
6
 6
 
December 2023.
 


 


 
 











Key responsibilities
Recommending to the Board the Remuneration Policy for

 

 
Overseeing the Remuneration Policy for all colleagues.

www.entaingroup.com.
Entain plc Annual Report 2023116
  8 Strategic report 88 Governance 140 Financial statements
Directors’ Remuneration
Report
Key areas of Remuneration Committee focus in 2023
A summary of the matters considered during the year is set

Our workforce
 
Forum representatives
Receiving updates on all-colleague remuneration
arrangements throughout the Group
 
Gap Report
Approval of the launch of the 2023 ShareSave

Determination of the payouts from the 2022 annual bonus

Approval of the 2023 annual bonus plan and 2023

and targets
 

 

 
Approval of the remuneration package for Stella David as

 

of approval by the full Board
Committee governance
Approval of the 2022 Directors’ Remuneration Report
Receiving updates on external market developments in
remuneration and governance, including international
compensation practices
 

 

 


Remuneration Committee evaluation



facilitator Linstock.


 


variable pay.
 
key stakeholders.
 
decision making.
Priorities for change and improvements to strengthen









themes and remuneration topics that are important for motivating




on key topics such as setting incentive plan targets that motivate
shareholder value creation and understanding the markets for

Advice to the Committee
Advisers are appointed independently by the Remuneration

that the advice it receives is independent, objective and free from



advice included provision of market data, advice on content of

market and best practice.
Deloitte LLP also provided a range of tax and advisory services to

assistance to the Group’s internal audit function.

relation to executive remuneration consulting in the UK. Further details can be found at www.remunerationconsultantsgroup.com.


Shareholder voting and consideration of shareholder views


Resolution Date
Votes
for
% of
votes for
Votes
against
% of
votes against
Votes
withheld
Annual Report on
Remuneration  461,233,616    
Remuneration Policy     6.4% 2,146,077
Entain plc Annual Report 2023 117
  8 Strategic report 88 Governance 140 Financial statements
Directors’ Remuneration
Report
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.

Year 1 Year 2 Year 3 Year 4 Year 5
Total
pay
Fixed
Pay
Base salary

Pension
Annual
Bonus
One-year performance
period
Key performance
metrics
Malus provisions
apply
Three-year deferral period


LTIP
Three-year performance period
Key performance metrics
Malus provisions apply



Shareholding
Requirement

2023 – Executive Directors’ remuneration
The full explanatory notes for each element of remuneration are detailed on pages 130 to 132 in the Annual Report on Remuneration.
£000s Base Salary  Pension
Annual
Bonus LTIP Total

1
4613– 

2
813   407 – 
  16  222 – 821

3
211 2 –  – 
 
 
 
Executive remuneration at Entain
Entain plc Annual Report 2023118
  8 Strategic report 88 Governance 140 Financial statements
Directors’ Remuneration
Report
2023 Incentive outcomes
The full explanatory notes for the annual bonus and LTIP outcomes are detailed on pages 131 to 132 in the Annual Report
on Remuneration.
2023
Annual
Bonus
Underlying
Group
Operating

0% of
maximum
Group
NGR
1
(20%)
0% of
maximum
Safer Betting
and Gaming
(15%)
100% of
maximum
Customer
(5%)
100% of
maximum
Total
payout
20% of
maximum
2021–23
LTIP
Cumulative
EPS (33.3%)
0% of
maximum
Relative TSR
vs. FTSE 100
(33.3%)
0% of
maximum
Relative TSR
vs. Bespoke
peer group
(33.3%)
0% of
maximum
Total
payout
0% of
maximum

 
Threshold

Target

Stretch

Outcome
£5,409m
Outcome
£642m
Threshold

Target

Stretch

Threshold

Target

Stretch

Outcome
3.6
Outcome
(15.5%)
Threshold
Median: 8.4%
Stretch
Upper quartile: 46.1%
Threshold
Median: 13.0%
Stretch

Outcome
(15.5%)
Threshold

Stretch

Outcome
225.3p
Entain plc Annual Report 2023 119
  8 Strategic report 88 Governance 140 Financial statements
Directors’ Remuneration
Report
Implementation of the Remuneration Policy for Executive Directors


Element Operation
How we implemented
the Policy in 2023
How we plan to implement
the Policy in 2024
Salary
To provide competitive







 

annually by the

increases normally take

To the extent that


be no higher than
the typical level of
increase across the

 

– 
– 

– 
 
her appointment on 13 December 2023):

 



To provide competitive



 
is based on the cost to
the Group and there
is no pre-determined
maximum limit
 
receive standard

and life insurance and

 

 
Pension



 
have the opportunity
to participate in a
company-provided


to other employees,
or may receive a cash


 

 
salary company contribution

2023 then 6% of salary of

paid into the pension plan


1
 
 
 



Annual Bonus







Maximum annual
incentive opportunity of





threshold performance.

opportunity is payable
for target performance
 

into shares for
three years
Dividend equivalents
are payable on
deferred shares
 
provisions apply
Maximum opportunities:
– 
– 
Directors – 200%
Performance metrics (as a
percentage of total):
– Underlying Group

joint venture) (60%)
– 
venture (20%)
– Safer Betting and Gaming

– 
 

20% of their maximum
opportunity. See page 131 for
further information
Maximum opportunities:
– 
– 
 
of bonuses
Performance metrics (as a percentage
of total):
– 
US joint venture) (60%)
– 
– 
– Safer Betting and Gaming (10%)
– Individual Objectives (10%)
– Any payment is subject to the completion
of mandatory training relating to safer

Targets are considered commercially

Directors’ Remuneration Report
1. See page 130 for more details.
Y1

Y2 Y3 Y4 Y5
Y1

Y2 Y3 Y4 Y5
Y1

Y2 Y3 Y4 Y5
Y1

Y2 Y3 Y4 Y5
Y1

Y2 Y3 Y4 Y5
Entain plc Annual Report 2023120
  8 Strategic report 88 Governance 140 Financial statements
Directors’ Remuneration
Report
Element Operation
How we implemented
the Policy in 2023
How we plan to implement
the Policy in 2024
LTIP





 

and 400% of base salary for

Threshold performance



 

and maximum
 
and are subject to a three-
year performance period
 

vesting period
Dividend equivalents are

 
provisions apply
 
– 
– 
– 
in 2023
Performance conditions:
– 

– Relative TSR vs. a bespoke

The performance period
for the 2021 LTIP ended in

lapse in full. See page 132 for
further information
 
– 
– 
Performance conditions:
– 

– Relative TSR vs. a bespoke

See page 123 for details on

in 2024
Shareholding Guidelines





 

post-tax number of vested

incentive plans until the
minimum shareholding
requirement is met
and maintained
 
required to maintain 100%
of their guideline (or their


cessation of employment
Shareholding guidelines:
– 
– 

 
interests as at 31 December
2023 are detailed on page 134
Shareholding guidelines:
– 
– 
Y1

Y2 Y3 Y4 Y5
Y1

Y2 Y3 Y4 Y5
Y1


Y2 Y3 Y4 Y5
Entain plc Annual Report 2023 121
  8 Strategic report 88 Governance 140 Financial statements
Directors’ Remuneration
Report
Performance metrics and link to strategy


Strategic pillars
Element of reward Link to reward Growth Sustainability
Bonus 

Safer betting and gaming
Individual objectives
Deferral of bonus into shares
LTIP Total shareholder return

Bonus and LTIP 

 ShareSave for all employees


Learning and development opportunities
Entain plc Annual Report 2023122
  8 Strategic report 88 Governance 140 Financial statements
Directors’ Remuneration
Report
2024 Incentive plan metrics
Annual bonus

annual bonus?




by splitting out the element relating to BetMGM as a separate
metric. This further emphasises the importance of BetMGM’s


annual bonus?


betting and gaming metric and individual objectives.
In order to have a sustainable business, the protection of our

continuing to include a safer betting and gaming metric reinforces
the importance of this to all our colleagues.




of key activities.
What is the underpin?
In previous years, the threshold for our safer betting and gaming
metric has required a minimum number of colleagues to complete



any payment under the annual bonus plan. This further drives
personal accountability.

for 2024?



been reduced, as described above, the previous threshold has


impacts on our safer betting and gaming and customer agendas,


in these areas.
How will the safer betting and gaming metric work
for 2024?

around our colleagues’ completion of relevant training.



When will targets for the 2024 annual bonus be disclosed?
The targets for the annual bonus, including individual objectives


year’s Directors’ Remuneration Report.
2024 LTIP
What metrics will be used for the 2024 LTIP?






relative TSR metrics. This aligns management’s interests closely

enhance long-term value creation.







What are the targets for the 2024 LTIP?


Metric Weighting
Threshold
1
(16.7% vesting)
Maximum
1
(100% vesting)
  Median 
TSR vs. peer group  Median 
 


factors, including consideration of underlying performance.
Entain plc Annual Report 2023 123
  8 Strategic report 88 Governance 140 Financial statements
Directors’ Remuneration
Report
Committed to good governance



Clarity  

 

Simplicity
 
 
There is clear line of sight for management and shareholders.
Risk  
 

 

Predictability
 

Proportionality
 

 

Alignment
to culture
 

 

gaming agenda.
 



Remuneration in context
Entain plc Annual Report 2023124
  8 Strategic report 88 Governance 140 Financial statements
Directors’ Remuneration
Report
Understanding our colleague reward framework

principles applied to all levels.
 
 

We aim for transparency and a fair cascade of remuneration throughout the Group.



Element Wider workforce Executive Directors and senior management
Base salary
Our base salary is the basis for a competitive


 
factors such as country budget, relevant

and experience of each individual, relativity

legislative requirements.
 


relative to market rates, forecasts of any
further market increases and attrition rates.
 
and senior management forms the basis of

salaries annually.

 


 

 
Directors and senior management are aligned


 
are eligible to participate in the pension
arrangement in their country of employment on
the same basis as local employees.
Short-term incentives
 


and senior management, although depending
on role, greater emphasis may be placed on
business unit performance.
We operate local incentive arrangements

market practice.
 
management participate in the same Group
annual bonus plan as eligible members of the

 
subject to deferral into shares for three years.
 
Long-term incentives
A proportion of this population is eligible to
be considered for LTIP or Restricted Stock

 
 
in the Group’s all-employee ShareSave plan.
 

senior management, and vesting is subject to
Group performance outcomes.
 


 
pages 116-117
Entain plc Annual Report 2023 125
  8 Strategic report 88 Governance 140 Financial statements
Directors’ Remuneration
Report
Consideration of colleague and stakeholder views





remuneration arrangements. During the year, this included


Retail colleagues.















representatives from across the Group and gave them the



provided very informative input on their experiences and

ongoing active participation of these colleagues and the insights
received and thank them for their input.
All-employee remuneration and actions in response to cost-
of-living pressures

employer and the focus on this is heightened in the current



remuneration initiatives during 2023:
 



market conditions.
 



All of our colleagues have the opportunity to share in the value
they create. A third cycle of our all-employee ShareSave plan





colleagues in delivering the Group’s objectives, and the

people in the coming year.
Entain plc Annual Report 2023126
  8 Strategic report 88 Governance 140 Financial statements
Directors’ Remuneration
Report
CEO pay ratio (unaudited)



the second provides further information on the total colleague



mainly attributable to the increase in the median pay of our UK
colleagues. Our UK employee population is predominantly made


retail organisations.
Method
25th
percentile
50th
percentile
75th
percentile
2023 Option A  78 
2022 Option A 101 87 73
2021 Option A  122 
2020 Option A 106  
 Option A 278  170
UK colleagues – pay element
25th
percentile
50th
percentile
75th
percentile
Salary   20,301
Total remuneration   28,663

 


calculate total remuneration for all of our UK colleagues and rank
them accordingly on this basis.
 
calculated based on full-time equivalent data as at 31 December
2023. Salary excludes any statutory payments such as


 


and that the overall picture presented by the ratios is consistent



colleague population are fair and reasonable and receives regular

We aim to provide a market-competitive remuneration package in

appropriate to the local market and the ability for many colleagues

We successfully launched the third cycle of our all-employee



subject to continued employment.
Structures are in place to support salary progression, and regular



Relative importance of the spend on pay


 2023 2022 % change

1
753.8  

2
106.9  113.8%
1. Increase in staff costs is largely due to an increase in employee numbers and an


2023 compared to only one in 2022.
Gender pay gap reporting


male and female colleagues in the UK is 4.0% (2022: 3.2%),



(2022: 38.7%).
From further analysis it is clear that these gaps largely remain


are continuing to invest in initiatives to create greater diversity at
senior levels. Further information on these is provided on pages



www.entaingroup.com.
Entain plc Annual Report 2023 127
  8 Strategic report 88 Governance 140 Financial statements
Directors’ Remuneration
Report
01/02/16
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Entain FTSE 100 FTSE 350 Travel & Leisure Index
Source: Thompson Reuters DataStream
31/12/21 31/12/22
31/12/23
Summary of performance







Entain plc Annual Report 2023128
  8 Strategic report 88 Governance 140 Financial statements
Directors’ Remuneration
Report
Summary of CEO remuneration outcomes: 2015–2023
Year 2023 2022 2021 2020 2019 2018 2017 2016 2015

S
David
1

Andersen
2

Andersen

Andersen
2
S Segev
3
S Segev
3
K
Alexander
4
K
Alexander
K
Alexander
K
Alexander
K
Alexander
K
Alexander

of total
remuneration

£0.55m £1.33m          
Annual bonus
payout
6
(% of
maximum) –20%48.8% 100% – – – 100%  100% – –
LTIP vesting (%
of maximum)
–– ––––  ––––

vesting (% of
maximum) ––– – – – – – 100% 100% 100% 100%
 
 
entitlement to receive a bonus payment in respect of 2023.
 

 
 
 
Change in Directors’ pay for the year in comparison to all Entain colleagues



2023 2022 2021 2020
Base
salary/
fees 
Annual
bonus
Base
salary/
fees 
Annual
bonus
Base
salary/
fees 
Annual
bonus
Base
salary/
fees 
Annual
bonus
Executive Directors
S David
1
–– ––––––––––

2
–– ––––––––––
R Wood
3
3.0% 1.3% (57.8%) 3.6% 1.4%  27.2% 2.2% n/a – – –

4
–– –   ––––––
Non-Executive Directors
5
B Gibson
6,7
0% – – 0% – –  ––– ––
P Bouchut
7, 8
5.1% – – (1.2)% – –  ––(3.8)% ––


–– –
M Gregory
10
–– ––––––––––

10
–– ––––––––––

7
0.9% – – 0% – –  –– ––
D Satz
11
(0.4%) – – 11.3% – – – – – – – –
R Welde
12
–– ––––––––––
All colleagues
13
10.9% (5.2%) (9.7%) (0.1)%   0.1%  132.4%  (1.4)% 
 

 

 


 

 
fees in 2023.
 
 
 

 
 
 
for him are as a result of foreign exchange movements.
 
 

Entain plc Annual Report 2023 129
  8 Strategic report 88 Governance 140 Financial statements
Directors’ Remuneration
Report









elements is provided in subsequent sections.
Executive Directors
Base
salary  Pension
Annual
bonus
Long-term
incentive
4
Total

remuneration
Total variable
remuneration
       
Stella David
1
20234613–   
2022–––––– – –

2
2023 813   407 –   407
2022 820 36  1,000 –   1,000
Rob Wood 2023  16  222 – 821  222
2022        

3
2023 211 2 –  –  213 
2022 410  –4001,2632,078  1,663
 



 
 
 



Base salary


 
 
 









expenses incurred in undertaking her duties as a Director. The table above includes these expenses and the related tax.






Annual Report on Remuneration
Entain plc Annual Report 2023130
  8 Strategic report 88 Governance 140 Financial statements
Directors’ Remuneration
Report
2023 annual bonus








Metric Weighting Threshold Target Stretch Actual

maximum for
each metric
Payout as a % of
maximum bonus
opportunity
 60%     0% 0%
 20%     0% 0%
Safer betting and gaming   100% 
  0233.6100% 
Total as a % of maximum opportunity 20.0%

In summary:
UK market – based on the usage of our active account management tools amongst risk-assessed online customers and the


 
requirements, culture and maturity, giving an opportunity to offer the same targeted interactions and overall experiences to a large
number of our players around the globe.
In addition, a minimum level of completion of safer betting and gaming and other relevant training modules had to be achieved by our
colleagues globally.






in maximum payout for this metric.


 
 
 
 
 




Entain plc Annual Report 2023 131
  8 Strategic report 88 Governance 140 Financial statements
Directors’ Remuneration
Report

J Nygaard-Andersen R Wood R Hoskin
Bonus opportunity (% of salary)  200% 200%
Salary eligible for 2023 bonus   
Outcome:
– As % of maximum bonus 20% 20% 20%
– As % of salary  40% 40%
   






Metric Weighting
Threshold
(25% vesting)
Maximum
(100% vesting)
Entain
performance
Vesting as a % of
maximum for
each metric Vesting
 One-third Median:
13.0%
Upper quartile:
  0% 0%
Relative TSR vs. bespoke peer group
1
One-third Median:
8.4%
Upper quartile:
46.1%  0% 0%
 One-third    0% 0%
Total as a % of maximum opportunity 0%
 




Entain plc Annual Report 2023132
  8 Strategic report 88 Governance 140 Financial statements
Directors’ Remuneration
Report

Share awards granted during 2023 (audited)

Plan (“ADBP”).
Name Award type Grant date
Face value of
award
Shares
awarded
1,2
% vesting
at threshold
performance
% vesting at
maximum
performance
Performance
conditions
 LTIP    16.7% 100% 
ADBP 21 March 2023   n/a n/a 
R Wood LTIP    16.7% 100% 
ADBP 21 March 2023  20,372 n/a n/a 
 ADBP 21 March 2023   n/a n/a 
 
 


1 October to 31 December 2022).









Metric Weighting
Threshold
(16.7% vesting)
Maximum
(100% vesting)
 
Median 
Relative TSR vs. bespoke peer group
1


 



the terms of the Policy, to exercise discretion to override the formulaic outcomes if it believes that the formulaic outturn is not appropriate.
Entain plc Annual Report 2023 133
  8 Strategic report 88 Governance 140 Financial statements
Directors’ Remuneration
Report
Shareholdings and share interests





deferred bonus shares (on an after-tax basis). The current shareholding requirements are:
 
 




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 vestings may be made subject to
adherence to the shareholding requirement.





Share interests
subject to
performance
conditions
2
Share interests not
subject to
performance
conditions
3
Name
Number of

owned shares
1
Share
awards
Share
options
Share
awards
Share
options


2023
Value of shares


4
Shareholding
requirement
met?
S David 112,186 – – – – 112,186 128% 


 612,828 –  –  130% 
R Wood   –47,866 –   Y

6
 –  –36,686 472,381  Y
 

 

 

 


 
employment on 13 December 2024.


Executive Directors’ service contracts and external appointments

Director Date appointed Arrangement Notice period
S David 13 December 2023 Service contract 12 months
R Wood  Service contract 12 months





Entain plc Annual Report 2023134
  8 Strategic report 88 Governance 140 Financial statements
Directors’ Remuneration
Report

Jette Nygaard-Andersen




 


 
Policy and the provisions of the incentive plan rules. As such, she retained her eligibility to receive an annual bonus in respect of 2023,



 


 
her termination.
 



Robert Hoskin



Salary paid up until 31 August 2023, and medical insurance continuing until the end of the plan year (31 March 2024). Salary and


 
Pay Order.
 
 
the Remuneration Policy and the provisions of the incentive plan rules. As such, he retained his eligibility to receive a time pro-rated



 

leaver treatment if this requirement is not met.
 
his termination.
Entain plc Annual Report 2023 135
  8 Strategic report 88 Governance 140 Financial statements
Directors’ Remuneration
Report
Chairman and Non-Executive Directors


Non-Executive Directors
Fees
1
£000

£000
Annual
bonus
£000
Long-term
incentives
£000
Pension
£000
Total
£000

remuneration
Total variable
remuneration
Barry Gibson 2023  ––––  –
2022  ––––  –
Pierre Bouchut
2
2023112––––112 112 –
2022106––––106 106 –

3
202313––––13 13 –
2022 –––––– – –
Stella David
4
2023176––––176 176 –
2022  ––––  –
Mark Gregory

202318––––18 18 –
2022106––––106 106 –


202314––––14 14 –
2022  ––––  –
 2023107––––107 107 –
2022106––––106 106 –
David Satz
6
2023  ––––  –
2022  ––––  –
Rahul Welde
7
2023  ––––  –
202242––––42 42 –
Former

8
2023 –––––– – –
202242––––42 42 –
 
 

 
 

 
 
 
 
Entain plc Annual Report 2023136
  8 Strategic report 88 Governance 140 Financial statements
Directors’ Remuneration
Report
Fee structure





As at 1 January 2023 As at 1 January 2024
  
  
Board member  
  

1
– 
 

Letters of appointment



Director Date appointed Arrangement Notice period
B Gibson  Letter of appointment 3 months
P Bouchut 13 September 2018 Letter of appointment 3 months
  Letter of appointment 3 months
  Letter of appointment 3 months
R Sandler  Letter of appointment 3 months
D Satz 22 October 2020 Letter of appointment 3 months
R Welde  Letter of appointment 3 months
Share interests (audited)



Director

owned shares
1
B Gibson 
P Bouchut 
 –
M Gregory
2
7,4 46

2
1,700
 
D Satz  
R Welde 21,644
 


Virginia McDowell

Entain plc Annual Report 2023 137
  8 Strategic report 88 Governance 140 Financial statements
Directors’ Remuneration
Report
Directors’ 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.

and withdrawal timescales with payments typically being made to
customers in most markets within 12 hours of receiving a customer
instruction.
In the case of other creditors, it is the Group’s policy to agree terms
at the outset of a transaction and ensure compliance with such
agreed terms. In the event that an invoice is contested then 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

Directors

are disclosed on page 89.
The Company’s Articles of Association provide that any new
Director appointed by the Board during the year, having not been

next AGM, when that Director must retire and stand for election at
the meeting. The Articles also require one third of the Directors not
newly appointed since the last AGM to seek re-election.
In compliance with the recommendation of the Code, all Directors
will seek reappointment at the 2024 AGM, as they did in 2023.
Directors’ remuneration
The Executive Directors have Service Agreements and all the
Non-Executive Directors have Letters of Appointment and the
details of their key terms are set out in the Directors’ Remuneration
Report. Details of remuneration of each Director are provided in the
Remuneration Report on pages 113 to 137.
Powers of directors
Subject to company law and the Company’s articles, the Directors
may exercise all of the powers of the Company and may delegate
their power and discretion to Committees. The articles give the
Directors power to appoint and replace Directors.
Directors’ interests
This is reported in the Directors’ Remuneration Report on
pages 133 and 134 and provides details of the interests of each
Director, including details of current incentive schemes and long-
term incentive schemes, the interests of Directors in the share
capital of the Company and details of their share interests as at
31 December 2023.
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 in the Premium
category on the Main Market of the London Stock Exchange.
Results and future performance
A review of the Group’s results and activities is covered within the
Strategic Report on pages 8 to 87. This incorporates the Chairman’s

which include an indication 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 23.
Dividends
An interim dividend of 8.9p per ordinary share was paid on
22 September 2023 and a second interim dividend for 2023 of 8.9p
per ordinary share was approved by the Board on 29 February
2024, making a total dividend payment of £113m for the 2023
full-year. 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 2024.
Corporate Governance
The Directors recognise the importance of corporate governance
and their associated report is set out on pages 88 to 139.
The information in that section is deemed to form part of this

statement for the purposes of DTR 7.2.1.
As a company quoted on the Premium Main Market of the London
Stock Exchange, the Company has adopted the 2018 UK Corporate
Governance Code (“Code”), as amended from time to time, and will
seek to comply with premium listed company norms to the extent
appropriate for the size and nature of the Company.
Engagement with Employee Statements
This is discussed in the s172 Statement on pages 64 to 67, pages
96 to 97 and page 126.
Engagement with Stakeholder Statements
This is discussed in the s172 Statement on pages 64 to 67 and
pages 96 to 97.
Research and development
The Group’s research and development is focused on the
development and maintenance of the Entain platform and the
production of its product portfolio, including ARC
TM
. 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.
Entain plc Annual Report 2023138
1 Overview 14 Strategic report 88 Governance 146 Financial statements
Substantial shareholdings – Interests in voting rights

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
1
The Capital Group
Companies 85,626,652 13.40%
Dodge & Cox 58,512,293 9.16%
Blackrock Inc 45,562,418 7.13%
Janus Henderson
Group plc 32,126,154 5.03%
Eminence Capital,
LP 30,054,030 4.7%
The Vanguard
Group, Inc 26,991,121 4.23%
1. The Company had 638,799,891 ordinary shares in issue on 21 February 2024.

The risk management objectives and policies of the Group are set

Political donations
The Company did not make any political donations or incur any
political expenditure during 2023 (2022: Nil).
Insurance

policy in respect of any legal costs that may be incurred against

Annual General Meeting
The Company’s Annual General Meeting will be held on 24 April
2024 at etc. venues, 200 Aldersgate, London, EC1A 4HD.
Independent Auditors
KPMG LLP (“KPMG”) has expressed its willingness to continue

proposed at the forthcoming AGM.
So far as the Directors are aware, there is no relevant audit

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.
On behalf of the Board:
J M Barry Gibson
Chairman

On appointment, each Director must notify the Company of their




relevant Director does not receive Board papers and is excluded
from discussions and voting on the subject matter that gives rise


Directors’ Indemnities
The Company has entered into deeds of indemnity with each


Diversity
Entain remains committed to establishing a 40% female Board in
accordance with its own Board diversity policy and the external
target of 40% as laid out in the FTSE Women Leaders Review by
2025. With female representation on the Board at 33.3% as at the
date of this report, the Board notes that it has not met all of the
FCA board diversity targets laid out in the Listing Rules, however,
it has met the targets relating to senior Board positions and ethnic
diversity (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 6 66.6% 3 6 75%
Women 3 33.3% 1 2 25%
Number
of board
members
Percentage
of the
board
Number
of senior
positions
on the
board
#
Number
in executive
management*
Percentage
of executive
management*
White
British
or other
White
(including
minority-
White
Groups)
8 89% 4 6 75%
Asian/
Asian
British
111% 2 25%
 

* For the purposes of the FCA disclosures, ‘executive management’ refers to the
Group’s executive committee, including the company secretary, but excluding
administrative and support staff.
Share capital
Details of the Company’s authorised and issued share capital,
together with details of the movement therein, are set out in

obligations attaching to shares and restrictions on the transfer
of shares.
Entain plc Annual Report 2023 139
1 Overview 14 Strategic report 88 Governance 146 Financial statements
Directors’ Report
Financial
statements
In this section
141 Independent Auditor’s
Report
160 Consolidated income
statement
161 Consolidated statement

162 Consolidated

163 Consolidated statement

164 Consolidated statement

 

 
statement
 
 

 

 
 
225 Corporate information
      140 Financial statements
Entain plc Annual Report 2023140

In our opinion:
 

 

 

 
Companies Act 2006.
What our opinion covers


Group Parent Company (Entain plc)
Consolidated income statement
 
 
 
 


 
 
 


Basis for opinion






      140 Financial statements
Entain plc Annual Report 2023 141
Independent

2. Overview of our audit
Factors driving our
view of risks




























Key Audit Matters Vs FY22 Item

online operations

4.1







4.2




4.3
      140 Financial statements
Entain plc Annual Report 2023142
Independent

Audit committee
interaction






Our independence



applied to listed public interest entities.






































 £3.6m
Audit related fees

£0.5m
 £0.2m



 
 


2028






      140 Financial statements
Entain plc Annual Report 2023 143
Independent

Materiality
(item 6 below)






















45
FY23 £m
FY22 £m
40
33.75
30
36
30
22
20
22
20
2.25
2.0
Group
GPM
LCM
HCM
PLC
AMPT
Group 
GPM 
HCM 
PLC 
LCM 
AMPT 
      140 Financial statements
Entain plc Annual Report 2023144
Independent

Group scope
(item 7 below)


























application controls.







audit opinion.





 











19%
8%
4%
81%
88%
Net assets
2%
3%
98%
97%
Revenue
17%
22%
9%
83%
69%
Revenue including share of
revenue from joint ventures
1
15%
7%
19%
85%
74%
      140 Financial statements
Entain plc Annual Report 2023 145
Independent

The impact of
climate change















3. Going concern, viability and principal risks and uncertainties




Going concern







 

 

 

We also considered less predictable but realistic second order impacts,















Our conclusions
 




 










 


statement in note 2 to









concern disclosure in note 2 to
be acceptable.
      140 Financial statements
Entain plc Annual Report 2023146
Independent

Disclosures of
emerging and
principal risks
and longer-term
viability
Our responsibility





attention to in relation to:
 



 


 






or assumptions.







Our reporting








4. Key audit matters
What we mean



 
 
 




4.1 Revenue from
online operations
(group)
Financial Statement Elements

from online
operations
FY23
£3,366.6m

£2,998.5m
Our assessment of risk vs FY22




operations is stable




operations.


errors in the recording of revenue
transactions for the revenue from
Online operations

      140 Financial statements
Entain plc Annual Report 2023 147
Independent

4.1 Revenue from
online operations
(group)
continued
Description of the
Key Audit Matter
Risk of data
processing error








errors in calculations could result

from online operations.
Risk of fraud


operations could be manipulated



Our response to the risk
Our procedures included:
Controls: 

 





 




 



 


Tests of details (tracing and vouching):

 










Communications with the Entain plc’s Audit Committee

 

 
Areas of particular auditor judgement








      140 Financial statements
Entain plc Annual Report 2023148
Independent

4.2 complex
accounting
and sensitivity

assumptions
relating to the
acquisiton of tab
new zealand and
sts holdings s.A.
Financial Statement Elements




S.A.

assets –



S.A
Deferred and

consideration




FY23
£374.1m
£401.3m
£1,112.1m

£nil
£nil
£nil
Our assessment of risk vs FY22















assumptions.

FY23: Balanced

Description of the Key Audit Matter
Complexity and sensitivity
TAB New Zealand












Our response to the risk




procedures described.
TAB New Zealand
Tests of details:













and discount rate.
Our valuation expertise:






      140 Financial statements
Entain plc Annual Report 2023 149
Independent

STS Holdings S.A.





STS Holdings S.A.
Tests of details:







 



 




 




TAB New Zealand and STS Holdings S.A.
Assessing valuer’s credentials: We assessed


Assessing transparency:





      140 Financial statements
Entain plc Annual Report 2023150
Independent

Communications with the Entain plc’s Audit Committee

 

 


Areas of particular auditor judgement













      140 Financial statements
Entain plc Annual Report 2023 151
Independent

4.3 Recoverability
of parent
company’s
invesments in
subsidiaries (parent
company)
Financial Statement Elements

in
subsidiaries
FY23
£5,635.2m

£4,845.6m
Our assessment of risk vs FY22









FY23: Balanced

Description of the Key Audit Matter
Low risk, high value









Our response to the risk




procedures described.
Our procedures included:
 






Communications with the Entain plc’s Audit Committee

 

 
Areas of particular auditor judgement






      140 Financial statements
Entain plc Annual Report 2023152
Independent

5. Our ability to detect irregularities, and our response
Fraud – identifying and responding to risks of material misstatement due to fraud
Fraud risk
assessment


assessment procedures included:
 



 
 

 
 


Risk
communications





Fraud risks







Link to KAMS


Procedures to
address fraud risks

 




 
 
      140 Financial statements
Entain plc Annual Report 2023 153
Independent

Laws and regulations – identifying and responding to risks of material misstatement relating to compliance with laws

Laws and
regulations risk
assessment







Risk
communications





Direct laws
context and link to
audit




statement items.

indirect law/
regulation areas












Context
Context of the
ability of the audit
to detect fraud or
breaches of law or
regulation









      140 Financial statements
Entain plc Annual Report 2023154
Independent

6. Our determination of materiality



£45m
(FY22: £40m)
Materiality for

statements as
a whole
What we mean

Basis for determining materiality and judgements applied














£33.75m
(FY22: £30m)
Performance
materiality
What we mean




Basis for determining performance materiality and judgements applied






£2.25m
(FY22: £2.0m)
Audit
misstatement
posting threshold
What we mean



of fraud.

Audit Committee.
Basis for determining the audit misstatement posting threshold and judgements applied




Total Group Revenue

from continuing operations Total Group Assets
FY23 FY22 FY23 FY22 FY23 FY22
Amount £4,769.6m £4,296.9m (£842.6)m £102.9m £10,850.6m £8,740.1m
Group Materiality as % of amount 0.9%  (5.3%)  0.4% 
      140 Financial statements
Entain plc Annual Report 2023 155
Independent

7. The scope of our audit
Group scope
What we mean



























Scope
Number of
components Range of materiality applied
  











 
 
 
 






      140 Financial statements
Entain plc Annual Report 2023156
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oversight
What we mean


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
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
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
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

      140 Financial statements
Entain plc Annual Report 2023 157
Independent
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


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
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
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





Our reporting











Corporate governance disclosures
Our responsibility


 



 


 

Our reporting








      140 Financial statements
Entain plc Annual Report 2023158
Independent

9. Respective responsibilities
Directors’ responsibilities






Auditor’s responsibilities





www.frc.org.uk/auditorsresponsibilities.



The purpose of our audit work and to whom we owe our responsibilities






Mark Flanagan
for and on behalf of KPMG LLP, Statutory Auditor

EastWest




      140 Financial statements
Entain plc Annual Report 2023 159
Independent


|  |  | 2023 |  |  | 2022 |
|  |  | 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 |  | 4,833.1 | – | 4,833.1 | 4,348.9 | – | 4,348.9
VAT/GST |  | (63.5) | – | (63.5) | (52.0) | – | (52.0)
Revenue | 5 | 4,769.6 | – | 4,769.6 | 4,296.9 | – | 4,296.9
Cost of sales | 7 | (1,862.6) | – | (1,862.6) | (1,582.2) | – | (1,582.2)
Gross proﬁt |  | 2,907.0 | – | 2,907.0 | 2,714.7 | – | 2,714.7
Administrative costs | 7 | (2,222.3) | (1,286.5) | (3,508.8) | (1,978.8) | (213.2) | (2,192.0)
Contribution |  | 2,279.4 | – | 2,279.4 | 2,128.9 | – | 2,128.9
Administrative costs excluding marketing |  | (1,594.7) | (1,286.5) | (2,881.2) | (1,393.0) | (213.2) | (1,606.2)
Group operating proﬁt/(loss) before share |  |  |  |  |  |  |
of results from joint ventures and associates |  | 684.7 | (1,286.5) | (601.8) | 735.9 | (213.2) | 522.7
Share of results from joint ventures and associates | 16,17 | (42.9) | – | (42.9) | (194.1) | – | (194.1)
Group operating proﬁt/(loss) |  | 641.8 | (1,286.5) | (644.7) | 541.8 | (213.2) | 328.6
Finance expense | 8 | (241.8) | (1.0) | (242.8) | (89.0) | (5.7) | (94.7)
Finance income | 8 | 12.4 | – | 12.4 | 4.3 | – | 4.3
(Losses)/gains arising from change in fair value |  |  |  |  |  |  |
of ﬁnancial instruments | 8 | (90.6) | – | (90.6) | (23.1) | – | (23.1)
Gains/(losses) arising from foreign exchange |  |  |  |  |  |  |
on debt instruments | 8 | 123.1 | – | 123.1 | (112.2) | – | (112.2)
Proﬁt/(loss) before tax |  | 444.9 | (1,287.5) | (842.6) | 321.8 | (218.9) | 102.9
Income tax | 10 | (105.8) | 69.7 | (36.1) | (97.9) | 27.9 | (70.0)
Proﬁt/(loss) from continuing operations |  | 339.1 | (1,217.8) | (878.7) | 223.9 | (191.0) | 32.9
Loss for the year from discontinued operations |  |  |  |  |  |  |
after tax | 21 | – | (57.8) | (57.8) | – | (13.4) | (13.4)
Proﬁt/(loss) for the year |  | 339.1 | (1,275.6) | (936.5) | 223.9 | (204.4) | 19.5
Attributable to: |  |  |  |  |  |  |
Equity holders of the parent |  | 304.1 | (1,232.7) | (928.6) | 225.6 | (201.4) | 24.2
Non-controlling interests |  | 35.0 | (42.9) | (7.9) | (1.7) | (3.0) | (4.7)
|  | 339.1 | (1,275.6) | (936.5) | 223.9 | (204.4) | 19.5
Earnings per share on proﬁt/(loss) for the year |  |  |  |  |  |  |
from continuing operations |  | 44.3p |  | (141.4p) | 60.9p |  | 6.4p
From proﬁt/(loss) for the year | 12 | 44.3p |  | (150.7p) | 60.9p |  | 4.1p
Diluted earnings per share on proﬁt/(loss) for the year |  |  |  |  |  |  |
from continuing operations |  | 44.2p |  | (141.4p) | 60.5p |  | 6.3p
From proﬁt/(loss) for the year | 12 | 44.2p |  | (150.7p) | 60.5p |  | 4.1p
Memo |  |  |  |  |  |  |
EBITDA |  | 1,007.9 | (742.9) | 265.0 | 993.2 | (89.3) | 903.9
Share-based payments |  | (21.7) | – | (21.7) | (19.2) | – | (19.2)
Depreciation, amortisation and impairment |  | (301.5) | (543.6) | (845.1) | (238.1) | (123.9) | (362.0)
Share of results from joint ventures and associates |  | (42.9) | – | (42.9) | (194.1) | – | (194.1)
Group operating proﬁt/(loss) |  | 641.8 | (1,286.5) | (644.7) | 541.8 | (213.2) | 328.6

1
1
1
1
1
1
1
1
1. 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 provides a better understanding of the underlying performance of the Group. See Note 12 for further details.
The notes on pages 165 to 214 form an integral part of these consolidated ﬁnancial statements.
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Entain plc Annual Report 2023160
Consolidated
income statement
for the year ended
31 December 2023

|  | 2023 | 2022
| Notes | £m | £m
(Loss)/proﬁt for the year |  | (936.5) | 19.5
Other comprehensive (expense)/income: |  |  |
 |  |  |
Currency differences on translation of foreign operations |  | (83.5) | 182.9
Total items that may be reclassiﬁed to proﬁt or loss |  | (83.5) | 182.9
 |  |  |
Re-measurement of deﬁned beneﬁt pension scheme | 30 | (3.7) | (24.7)
Tax on re-measurement of deﬁned beneﬁt pension scheme | 10 | 1.3 | 8.6
Surplus/(deﬁcit) on revaluation of other investment | 17 | 1.1 |
Share of associate other comprehensive expense | 17 | (1.1) | (2.6)
Total items that will not be reclassiﬁed to proﬁt or loss |  | (2.4) | (18.7)
Other comprehensive (expense)/income for the year, net of tax |  | (85.9) | 164.2
Total comprehensive (expense)/income for the year |  | (1,022.4) | 183.7
Attributable to: |  |  |
Equity holders of the parent |  | (1,020.8) | 182.3
Non-controlling interests |  | (1.6) | 1.4

The notes on pages 165 to 214 form an integral part of these consolidated ﬁnancial statements.
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Entain plc Annual Report 2023 161
Consolidated statement
of comprehensive income
for the year ended
31 December 2023

|  |  | 2022
|  |  | Restated
|  | 2023 | (Note 32)
| Notes | £m | £m
Assets |  |  |
Non-current assets |  |  |
Goodwill | 13 | 4,716.0 | 3,980.9
Intangible assets | 13 | 3,960.1 | 2,676.2
Property, plant and equipment | 15 | 533.4 | 507.2
Interest in joint venture | 16 | – | –
Interest in associates and other investments | 17 | 47.1 | 53.5
Trade and other receivables | 18 | 31.8 | 38.6
Other ﬁnancial assets | 26 | – | 0.2
Deferred tax assets | 10 | 493.2 | 157.3
Retirement beneﬁt asset | 30 | 61.8 | 63.8
|  | 9,843.4 | 7,477.7
Current assets |  |  |
Trade and other receivables | 18 | 503.2 | 500.3
Income and other taxes recoverable |  | 71.5 | 30.7
Derivative ﬁnancial instruments | 26 | 31.9 | 72.9
Cash and cash equivalents | 19 | 400.6 | 658.5
|  | 1,007.2 | 1,262.4
Total assets |  | 10,850.6 | 8,740.1
Liabilities |  |  |
Current liabilities |  |  |
Trade and other payables | 20 | (878.6) | (720.0)
Balances with customers | 27 | (196.8) | (200.5)
Lease liabilities | 22 | (65.7) | (65.1)
Interest-bearing loans and borrowings | 23 | (319.2) | (424.9)
Corporate tax liabilities |  | (48.6) | (45.3)
Provisions | 24 | (20.9) | (20.6)
Derivative ﬁnancial instruments | 26 | (117.5) | (79.2)
Deferred and contingent consideration and other ﬁnancial liabilities | 26 | (157.0) | (208.8)
|  | (1,804.3) | (1,764.4)
Non-current liabilities |  |  |
Trade and other payables | 20 | (433.8) | –
Interest-bearing loans and borrowings | 23 | (3,038.8) | (2,689.1)
Lease liabilities | 22 | (210.2) | (215.8)
Deferred tax liabilities | 10 | (825.1) | (495.4)
Provisions | 24 | (4.2) | (5.4)
Deferred and contingent consideration and other ﬁnancial liabilities | 26 | (1,741.5) | (253.4)
|  | (6,253.6) | (3,659.1)
Total liabilities |  | (8,057.9) | (5,423.5)
Net assets |  | 2,792.7 | 3,316.6
Equity |  |  |
Issued share capital | 28 | 5.2 | 4.8
Share premium |  | 1,796.7 | 1,207.3
Merger reserve |  | 2,527.4 | 2,527.4
Translation reserve |  | 150.4 | 240.2
Retained earnings |  | (2,211.7) | (846.9)
Equity shareholders’ funds |  | 2,268.0 | 3,132.8
Non-controlling interests | 35 | 524.7 | 183.8
Total shareholders’ equity |  | 2,792.7 | 3,316.6

The ﬁnancial statements on pages 160 to 214 were approved by the Board of Directors on 7 March 2024 and signed on its behalf by
S David R Wood
Interim Chief Executive Ofﬁcer Deputy Chief Executive Ofﬁcer/Chief Financial Ofﬁcer
(Company number 4685V)
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Entain plc Annual Report 2023162
Consolidated
balance sheet
for the year ended
31 December 2023
1

|  |  |  |  |  |  | Non- |
| Issued |  |  |  |  | Equity | controlling | Total
| share | Share | Merger | Translation | Retained | shareholders’ | interests | shareholders’
| capital | premium | reserve | reserve | earnings | funds | (Note 35) | equity
| £m | £m | £m | £m | £m | £m | £m | £m
At 1 January 2022 | 4.8 | 1,207.3 | 2,527.4 | 63.4 | (635.8) | 3,167.1 | 1.4 | 3,168.5
Proﬁt for the year | – | – | – | – | 24.2 | 24.2 | (4.7) | 19.5
Other comprehensive income/ |  |  |  |  |  |  |  |
(expense) | – | – | – | 176.8 | (18.7) | 158.1 | 6.1 | 164.2
Total comprehensive income | – | – | – | 176.8 | 5.5 | 182.3 | 1.4 | 183.7
Share-based payments charge | – | – | – | – | 18.3 | 18.3 | – | 18.3
Business combinations | – | – | – | – | – | – | 178.9 | 178.9
Recognition of put liability | – | – | – | – | (181.2) | (181.2) | – | (181.2)
Purchase of non-controlling interests |  |  |  |  |  |  |  |
(Note 35) | – | – | – | – | (3.7) | (3.7) | 2.1 | (1.6)
Equity dividends (Note 11) | – | – | – | – | (50.0) | (50.0) | – | (50.0)
At 31 December 2022 | 4.8 | 1,207.3 | 2,527.4 | 240.2 | (846.9) | 3,132.8 | 183.8 | 3,316.6
At 1 January 2023 | 4.8 | 1,207.3 | 2,527.4 | 240.2 | (846.9) | 3,132.8 | 183.8 | 3,316.6
Loss for the year | – | – | – | – | (928.6) | (928.6) | (7.9) | (936.5)
Other comprehensive income/ |  |  |  |  |  |  |  |
(expense) | – | – | – | (89.8) | (2.4) | (92.2) | 6.3 | (85.9)
Total comprehensive income | – | – | – | (89.8) | (931.0) | (1,020.8) | (1.6) | (1,022.4)
Issue of shares (Note 28) | 0.4 | 589.4 | – | – | – | 589.8 | – | 589.8
Share-based payments charge | – | – | – | – | 23.6 | 23.6 | – | 23.6
Business combinations (Note 32) | – | – | – | – | – | – | 354.0 | 354.0
Recognition of put option liability | – | – | – | – | (350.5) | (350.5) | – | (350.5)
Purchase of non-controlling interests |  |  |  |  |  |  |  |
(Note 35) | – | – | – | – | – | – | (4.1) | (4.1)
Equity dividends (Note 11) | – | – | – | – | (106.9) | (106.9) | (7.4) | (114.3)
At 31 December 2023 | 5.2 | 1,796.7 | 2,527.4 | 150.4 | (2,211.7) | 2,268.0 | 524.7 | 2,792.7

1. The translation reserve is used to record exchange differences arising from the translation of the ﬁnancial statements of subsidiaries with non-sterling functional currencies.
The notes on pages 165 to 214 form an integral part of these consolidated ﬁnancial statements.
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Entain plc Annual Report 2023 163
Consolidated statement
of changes in equity
for the year ended
31 December 2023

|  | 2023 | 2022
| Notes | £m | £m
Cash generated by operations | 29 | 810.0 | 846.9
Income taxes paid |  | (137.3) | (106.1)
Net ﬁnance expense paid |  | (224.6) | (100.6)
Net cash generated from operating activities |  | 448.1 | 640.2
Cash ﬂows from investing activities: |  |  |
Acquisitions |  | (1,315.4) | (738.6)
Cash acquired on business combinations |  | 87.9 | 29.9
Dividends received from associates |  | 9.6 | 3.6
Purchase of intangible assets |  | (191.5) | (129.9)
Purchase of property, plant and equipment |  | (69.1) | (82.1)
Proceeds from the sale of property, plant and equipment including disposal of shops |  | 0.7 | –
Purchase of investments in associates and other investments |  | (3.1) | –
Investment in joint ventures |  | (40.7) | (175.1)
Net cash used in investing activities |  | (1,521.6) | (1,092.2)
Cash ﬂows from ﬁnancing activities: |  |  |
Proceeds from issue of ordinary shares |  | 589.8 | –
Net proceeds from borrowings |  | 1,780.3 | 838.4
Repayment of borrowings |  | (1,419.2) | (109.0)
Repayment of borrowings on acquisition |  | (9.4) | (162.8)
Subscription of funds from non-controlling interests |  | 350.5 | 174.3
Settlement of derivative ﬁnancial instruments |  | (13.2) | 41.6
Settlement of other ﬁ nancial liabilities |  | (266.7) | (32.9)
Payment of lease liabilities |  | (68.5) | (83.0)
Dividends paid to shareholders |  | (106.9) | (50.0)
Dividends paid to non-controlling interests |  | (7.4) | –
Net cash used in ﬁnancing activities |  | 829.3 | 616.6
Net (decrease)/increase in cash and cash equivalents |  | (244.2) | 164.6
Effect of changes in foreign exchange rates |  | (13.7) | 6.8
Cash and cash equivalents at beginning of the year |  | 658.5 | 487.1
Cash and cash equivalents at end of the year |  | 400.6 | 658.5

1
1. Included within cash ﬂows from acquisitions is £5 . 4m relating to the purchase of minority holdings in STS Holdings SA (2022: £1 .7m relating to the purchase of minority holdings
in Scout Gaming AB and Global Gaming Limited).
The notes on pages 165 to 214 form an integral part of these consolidated ﬁnancial statements.
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Entain plc Annual Report 2023164
Consolidated statement
of cash ﬂows
for the year ended
31 December 2023
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 2023 were authorised for issue in
accordance with a resolution of the Directors on 7 March 2024.
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 considered the current trading
performance of the Group, the ﬁ nancial forecasts and the principal risks and uncertainties. In addition, the Directors have considered
all matters discussed in connection with the long-term viability statement including the modelling of ‘severe but plausible’ downside
scenarios such as legislation changes impacting the Group’s Online business and severe data privacy and cybersecurity breaches.
Given the level of the Group’s available cash post the recent extension of certain ﬁnancing facilities (see Note 36) and the forecast
covenant headroom even under the sensitised downside scenarios, the Directors believe that the Group and the Company are well
placed to manage the risks and uncertainties that it faces. As such, the Directors have a reasonable expectation that the Group and the
Company will have adequate ﬁnancial resources to continue in operational existence, for at least 12 months (being the going concern
assessment period) from date of approval of the ﬁnancial statements, and have, therefore, considered it appropriate to adopt the going
concern basis of preparation in the ﬁnancial statements.
3 Changes in accounting policies
From 1 January 2023 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:
– Amendments to IAS 1 Presentation of Financial Statements; disclosure of accounting policies;
– Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors; deﬁnition of accounting estimates;
– Amendments to IAS 12 Income Taxes; deferred tax related to assets and liabilities arising from a single transaction;
– Amendments to IAS 12 International Tax Reform Pillar Two Model Rules;
– IFRS 17 Insurance Contracts; original issue.
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 ﬁ nancial 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 identiﬁ able 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.
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Entain plc Annual Report 2023 165
Notes to the consolidated
ﬁnancial statements
for the year ended
31 December 2023
4 Summary of signiﬁcant accounting policies (continued)
4.2 Critical accounting estimates and judgements (continued)
Judgements
Management believes that the areas where judgement has been applied are:
– separately disclosed items (Note 6).
– business combinations (Note 32)
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:
– amortisation of acquired intangibles resulting from IFRS 3 “Business Combinations” fair value exercises;
– proﬁts or losses on disposal, closure, or impairment of non-current assets or businesses;
– corporate transaction and restructuring costs;
– legal, regulatory and tax litigation;
– changes in the fair value of contingent consideration; and
– 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.
During 2023 the Group separately disclosed a net charge on continuing operations before tax of £1,287.5m including £254.6m of
amortisation of acquired intangibles resulting from IFRS 3.
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.
Further details are given in Note 6.
Business combinations – Acquisition consideration
For business combinations, in assessing the relevant consideration transferred, certain judgements are required to assess whether
transfers of assets reﬂect payments for future service or elements of acquisition consideration. Speciﬁcally, for the Tab NZ acquisition,
the Group has committed to make minimum guaranteed funding payments to Tab NZ in the ﬁrst ﬁve years post completion, with further
contingent payments subject to revenue performance due up to and including year 25. As there are no ongoing obligations or service
requirements on the selling party, these payments have been deemed to form part of consideration under IFRS 3 rather than ongoing
deductions on proﬁ ts. Further details are provided in Note 32.
Estimates
Included within the ﬁnancial statements are a number of areas where estimation is required.
Management believes that the area where this is most notable within the ﬁnancial statements is the accounting for business
combinations (Note 32).
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
and Note 32 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.
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Entain plc Annual Report 2023166
Notes to the consolidated
ﬁnancial statements
for the year ended
31 December 2023
4 Summary of signiﬁcant accounting policies (continued)
4.2 Critical accounting estimates and judgements (continued)
Business combinations (continued)
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 the current year acquisitions, 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.
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 cash ﬂows. 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 £289.0m primarily against the Group’s Australian CGU, the closed B2C operations in Africa, and under the Unirkn
B2C offering. See Note 14 for further details.
4.3 Other accounting policies
‘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 at amortised cost, 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.
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.
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Entain plc Annual Report 2023 167
Notes to the consolidated
ﬁnancial statements
for the year ended
31 December 2023
4 Summary of signiﬁcant accounting policies (continued)
4.3 Other accounting policies (continued)
Pensions and other post-employment beneﬁts (continued)
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 30 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 30 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. The Ladbrokes Pension Plan was
bought out in 2021. Further details are given in Note 30.
Although the Group anticipates that plan surpluses will be utilised during the life of the plans 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.
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.
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 buildings | 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

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.
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Entain plc Annual Report 2023168
Notes to the consolidated
ﬁnancial statements
for the year ended
31 December 2023
4 Summary of signiﬁcant accounting policies (continued)
4.3 Other accounting policies (continued)
Property, plant and equipment (continued)
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 22), 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 (and 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 non-derivative ﬁnancial assets with ﬁxed or determinable payments that are not quoted in an
active market. 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
accounts of a range of possible future scenarios and applying this to the estimated exposure of the Group at the point of default.
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, ante-post bets and guarantees.
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.
All ﬁnancial liabilities are recorded as cash ﬂows from ﬁnancing activities.
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Entain plc Annual Report 2023 169
Notes to the consolidated
ﬁnancial statements
for the year ended
31 December 2023
4 Summary of signiﬁcant accounting policies (continued)
4.3 Other accounting policies (continued)
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:
– substantially all the risks and rewards of ownership have been transferred; or
– 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.
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.
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 ($) and the Australian Dollar (A$). 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.
The following exchange rates were used in 2023 and 2022:

| 2023 |  | 2022 |
Currency | Average | Year end | Average | Year end
Euro (€) | 1.149 | 1.151 | 1.175 | 1.128
US Dollar ($) | 1.242 | 1.274 | 1.245 | 1.208
Australian Dollar (A$) | 1.873 | 1.866 | 1.788 | 1.775
NZ Dollars (NZD) | 2.024 | 2.010 | 1.955 | 1.904

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:
– on the initial recognition of goodwill;
– 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; and
– 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.
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Entain plc Annual Report 2023170
Notes to the consolidated
ﬁnancial statements
for the year ended
31 December 2023
4 Summary of signiﬁcant accounting policies (continued)
4.3 Other accounting policies (continued)
Income tax (continued)
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.
Interest or penalties payable and receivable in relation to income tax are recognised as an income tax expense or credit in the
consolidated income statement.
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:
– 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
– 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 33.
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 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 26 for details of ante-post
positions at the year end.
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.
In the case of the greyhound stadia, revenue represents income arising from the operation of the greyhound stadia in the year, including
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.
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 ﬁ nance 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 31. 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).
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Entain plc Annual Report 2023 171
Notes to the consolidated
ﬁnancial statements
for the year ended
31 December 2023
4 Summary of signiﬁcant accounting policies (continued)
4.3 Other accounting policies (continued)
Share-based payment transactions (continued)
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.
4.4 Future accounting developments
The standards and interpretations that are issued, but not yet effective, excluding those relating to annual improvements, up to the date
of issuance of the Group’s ﬁnancial statements, are disclosed below. The Group intends to adopt these standards, if applicable, when they
become effective. None of these are expected to have a signiﬁcant effect on the consolidated ﬁnancial statements of the Group as set
out below:

IFRS 16 | Leases | Lease liability in a sale and leaseback transaction | 1 January 2024
IAS 1 | Presentation of Financial Statements | Classiﬁcation of liabilities as current or non-current | 1 January 2024
|  | Non-current liabilities regarding long-term debt with covenants |
IFRS 10 | Consolidated Financial Statements | Sale or contribution of assets between an investor and its associate or | Date deferred
|  | joint venture |
IAS 28 | Investments in Associates and Joint | Sale or contribution of assets between an investor and its associate or | Date deferred
| Ventures | joint venture |
IFRS 7 | Financial Instrument Disclosures | Supplier Financial Arrangements | 1 January 2024
IAS 7 | Statement of Cash Flows | Supplier Financial Arrangements | 1 January 2024

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. The Group’s operating segments are split into the ﬁve reportable segments as detailed below:
– Online: comprises betting and gaming activities from online and mobile operations. Brands include bwin, Coral, Crystalbet, Eurobet,
Ladbrokes, Sportingbet, SuperSport, Sports Interaction, STS, Tab NZ and BetCity, CasinoClub, Foxy Bingo, Gala, Gioco Digitale,
partypoker and PartyCasino, Optibet, and Ninja;
– Retail: comprises betting and retail activities in the shop estates in Great Britain, Northern Ireland, Jersey, Republic of Ireland,
Belgium, Italy, Croatia, New Zealand and Poland;
– New opportunities: Unikrn and innovation spend;
– Corporate: includes costs associated with Group functions including Group executive, legal, Group ﬁnance, US joint venture, tax and
treasury; and
– Other segments: includes activities primarily related to Stadia.
The Executive Management Team of the Group has chosen to assess the performance of operating segments based on a measure of
NGR, EBITDA, and operating proﬁt with ﬁnance costs and taxation considered for the Group as a whole. See page 69 of this annual
report for further considerations of the use of Non-GAAP measures. 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 88 Governance 140 Financial statements
Entain plc Annual Report 2023172
Notes to the consolidated
ﬁnancial statements
for the year ended
31 December 2023
5 Segment information (continued)
The segment results for the year ended 31 December were as follows:

|  |  |  |  |  | Elimination |
|  |  | All other | New |  | of internal | Total
| Online | Retail | segments | opportunities | Corporate | revenue | Group
2023 | £m | £m | £m | £m | £m | £m | £m
NGR | 3,426.5 | 1,386.7 | 26.7 | – | – | (6.8) | 4,833.1
VAT/GST | (59.9) | (3.6) | – | – | – | – | (63.5)
Revenue | 3,366.6 | 1,383.1 | 26.7 | – | – | (6.8) | 4,769.6
Gross proﬁt | 1,980.1 | 900.2 | 26.7 | – | – | – | 2,907.0
Contribution | 1,369.8 | 890.3 | 26.3 | (7.0) | – | – | 2,279.4
Operating costs excluding |  |  |  |  |  |  |
marketing costs | (512.4) | (606.1) | (21.0) | (22.3) | (109.7) | – | (1,271.5)
Underlying EBITDA before separately disclosed items | 857.4 | 284.2 | 5.3 | (29.3) | (109.7) | – | 1,007.9
Share-based payments | (7.3) | (2.4) | – | (0.7) | (11.3) | – | (21.7)
Depreciation and amortisation | (160.2) | (132.1) | (2.7) | (5.7) | (0.8) | – | (301.5)
Share of joint ventures |  |  |  |  |  |  |
and͙associates | (1.4) | – | 2.0 | (1.5) | (42.0) | – | (42.9)
Operating proﬁt/(loss) before separately disclosed items | 688.5 | 149.7 | 4.6 | (37.2) | (163.8) | – | 641.8
Separately disclosed items (Note 6) | (481.1) | (22.8) | – | (44.3) | (738.3) | – | (1,286.5)
Group operating proﬁt/(loss) | 207.4 | 126.9 | 4.6 | (81.5) | (902.1) | – | (644.7)
Net ﬁnance expense |  |  |  |  |  |  | (197.9)
Loss before tax |  |  |  |  |  |  | (842.6)
Income tax |  |  |  |  |  |  | (36.1)
Loss for the year from continuing operations |  |  |  |  |  |  | (878.7)
Loss for the year from discontinued |  |  |  |  |  |  |
operations after tax (Note 21) |  |  |  |  |  |  | (57.8)
Loss for the year after discontinued operations |  |  |  |  |  |  | (936.5)

1
2
1. Included within NGR are amounts of £68.1m (2022: £65.6m) in relation to online poker services and £26.7m (2022: £25.1m) arising from the operation of greyhound stadia
recognised under IFRS 15 Revenue.
2. Contribution represents gross proﬁt less marketing costs and is a key performance metric used by the Group, particularly in Online.
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Entain plc Annual Report 2023 173
Notes to the consolidated
ﬁnancial statements
for the year ended
31 December 2023
5 Segment information (continued)

|  |  |  |  |  | Elimination |
|  |  | All other | New |  | of internal | Total
| Online | Retail | segments | opportunities | Corporate | revenue | Group
2022 | £m | £m | £m | £m | £m | £m | £m
NGR | 3,050.5 | 1,277.8 | 25.1 | – | – | (4.5) | 4,348.9
VAT/GST | (52.0) | – | – | – | – | – | (52.0)
Revenue | 2,998.5 | 1,277.8 | 25.1 | – | – | (4.5) | 4,296.9
Gross proﬁt | 1,829.6 | 860.0 | 25.1 | – | – | – | 2,714.7
Contribution | 1,254.2 | 852.1 | 25.0 | (2.4) | – | – | 2,128.9
Operating costs excluding |  |  |  |  |  |  |
marketing costs | (426.0) | (571.9) | (20.1) | (26.7) | (91.0) | – | (1,135.7)
Underlying EBITDA before separately disclosed items | 828.2 | 280.2 | 4.9 | (29.1) | (91.0) | – | 993.2
Share-based payments | (7.8) | (2.3) | – | (0.3) | (8.8) | – | (19.2)
Depreciation and amortisation | (118.3) | (112.4) | (2.7) | (4.5) | (0.2) | – | (238.1)
Share of joint ventures |  |  |  |  |  |  |
and associates | (0.2) | – | 0.4 | (0.4) | (193.9) | – | (194.1)
Operating proﬁt/(loss) before separately disclosed items | 701.9 | 165.5 | 2.6 | (34.3) | (293.9) | – | 541.8
Separately disclosed items (Note 6) | (114.0) | (57.4) | (0.7) | – | (41.1) | – | (213.2)
Group operating proﬁt/(loss) | 587.9 | 108.1 | 1.9 | (34.3) | (335.0) | – | 328.6
Net ﬁnance income |  |  |  |  |  |  | (225.7)
Proﬁt before tax |  |  |  |  |  |  | 102.9
Income tax |  |  |  |  |  |  | (70.0)
Proﬁt for the year from continuing operations |  |  |  |  |  |  | 32.9
Loss for the year from discontinued |  |  |  |  |  |  |
operations after tax (Note 21) |  |  |  |  |  |  | (13.4)
Proﬁt for the year after discontinued operations |  |  |  |  |  |  | 19.5

1
2
Geographical information
Revenue by destination and non-current assets on a geographical basis for the Group, are as follows:

|  | 2023 |  | 2022
|  | Non-current |  | Non-current
| Revenue | assets | Revenue | assets
| £m | £m | £m | £m
United Kingdom | 1,953.8 | 3,076.8 | 2,032.7 | 3,022.3
Australia and New Zealand | 515.1 | 1,475.4 | 463.0 | 528.8
Italy | 517.4 | 512.2 | 472.6 | 523.3
Rest of Europe | 1,443.4 | 3,930.2 | 968.7 | 2,922.4
Rest of the world | 339.9 | 293.8 | 359.9 | 259.6
Total | 4,769.6 | 9,288.4 | 4,296.9 | 7,256.4

3
3
1
2
1. Rest of Europe is predominantly driven by markets in Croatia, Belgium, The Netherlands, Georgia, Germany, and Spain.
2. Rest of the world is predominantly driven by the markets in Brazil and Canada.
3. Non-current assets excluding other ﬁnancial assets, deferred tax assets and retirement beneﬁt assets.
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Entain plc Annual Report 2023174
Notes to the consolidated
ﬁnancial statements
for the year ended
31 December 2023
6 Separately disclosed items

|  | 2023 |  | 2022
|  | Tax impac t |  | Tax impac t
| £m | £m | £m | £m
Legal settlement | 585.0 | – | – | –
Amortisation of acquired intangibles | 254.6 | (41.6) | 116.9 | (16.5)
Impairment loss | 289.0 | – | 7.0 | –
Restructuring costs | 49.7 | (9.6) | 11.8 | (1.4)
Corporate transaction costs | 17.8 | – | 23.9 | (0.6)
Legal and onerous contract provisions | 17.6 | (3.0) | 8.1 | (0.8)
Movement in fair value of contingent consideration | 71.8 | (15.5) | (1.0) | –
Loss on disposal of property, plant and equipment | 1.0 | – | 1.0 | –
Financing | 1.0 | – | 5.7 | –
Furlough | – | – | 45.5 | (8.6)
Separately disclosed items for the year from continuing operations | 1,287.5 | (69.7) | 218.9 | (27.9)
Separately disclosed items for the year from discontinued operations (Note 21) | 57.8 | – | 13.4 | –
Total before tax | 1,345.3 | (69.7) | 232.3 | (27.9)
Separately disclosed items for the year after tax | 1,275.6 |  | 204.4 |

1
2
3
4
5
6
7
8
9
10
1. On 5 December 2023, Entain plc entered into a Deferred Prosecution Agreement (“DPA”) with the Crown Prosecution Service (“CPS”) in relation to historical conduct of the
Group, thereby resolving the HM Revenue & Customs (“HMRC”) investigation into the Group. As a result of the agreement reached, the Group has recognised a £585.0m
discounted liability during the current year in relation to amounts it has agreed to be pay in relation to the disgorgement of proﬁts, charitable donations and contributions to CPS
costs. Further details are provided in Note 20.
2. Amortisation charges in relation to acquired intangible assets arising from the various acquisitions made by the Group in recent years, including Ladbrokes Coral, Crystalbet,
Neds, Enlabs, Avid, SuperSport, STS, NZ Tab and 365Scores.
3. Relates to impairments recorded against the Group’s Australian business of £190.0m, the assets associated with the Group’s Unikrn and Africa operations which have closed
as B2C operations during the year, of £78.1m, an £11.0m impairment of the Group’s ROI retail portfolio, an impairment against the Group’s Polish operation (excluding STS) of
£5.1m and a number of smaller impairments against ROU assets that the Group no longer intends to use following their closure, including UK Retail shops. Further details are
provided in Note 14.
4. Primarily relates to costs associated with the Group’s restructuring programme Project Romer.
5. Transaction costs associated with the M&A activity including the acquisition of 365Scores, NZ Tab, STS and Angstrom (see Note 32).
6. Relates primarily to costs associated with the Group’s legal expenses in cooperating with the HMRC investigation.
7. Reﬂects the movement in the fair value of contingent consideration arrangements on recent acquisitions as well as the associated discount unwind. Further details of contingent
consideration liabilities are provided in Note 26.
8. Relates to the loss on disposal of certain assets within the Group’s retail estates.
9. Fees incurred in respect of bridging loans and other ﬁnancing activities.
10. Relates to the repayment of monies received under the Government furlough scheme in the prior year.
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.
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Entain plc Annual Report 2023 175
Notes to the consolidated
ﬁnancial statements
for the year ended
31 December 2023
7 Administrative costs
Proﬁt before tax, net ﬁnance expense and separately disclosed items has been arrived at after charging:

| 2023 | 2022
| £m | £m
Betting and gaming taxes and duties | 1,104.3 | 909.8
Revenue share arrangements (including content providers) | 537.8 | 555.6
Software royalties | 200.1 | 113.3
Other cost of sales | 20.4 | 3.5
Cost of sales | 1,862.6 | 1,582.2
Salaries and payroll-related expenses (Note 9) | 725.0 | 652.0
Property expenses | 92.7 | 80.0
Content and levy expenses | 163.6 | 176.6
Marketing expenses | 627.6 | 585.8
Depreciation and amortisation – owned assets | 239.9 | 173.1
Depreciation and amortisation – leased assets | 61.6 | 65.0
Other operating expenses | 311.9 | 246.3
Administrative costs | 2,222.3 | 1,978.8
Separately disclosed items before tax and ﬁnance expense (Note 6) | 1,286.5 | 213.2
Total | 5,371.4 | 3,774.2

Fees payable to KPMG were as follows:

| 2023 | 2022
| £m | £m
Audit and audit-related services: |  |
Audit of the parent Company and Group ﬁnancial statements | 0.6 | 0.6
Audit of the Company’s subsidiaries | 3.0 | 2.6
Audit-related assurance services | 0.7 | 0.5
Total fees | 4.3 | 3.7

8 Finance expense and income

| 2023 | 2022
| £m | £m
Interest on term loans, bonds and bank facilities | (229.2) | (76.2)
Interest on lease liabilities | (12.6) | (12.8)
Other ﬁnancing (Note 6) | (1.0) | (5.7)
Total ﬁnance expense | (242.8) | (94.7)
Interest receivable | 12.4 | 4.3
Losses arising on ﬁnancial derivatives | (90.6) | (23.1)
Gains/(losses) arising on foreign exchange on debt instruments | 123.1 | (112.2)
Net ﬁnance expense | (197.9) | (225.7)

1
1. Interest on lease liabilities of £12.6m (2022: £12.8m) is net of £0.2m of sub-let interest receivable (2022: £0.2m).
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Entain plc Annual Report 2023176
Notes to the consolidated
ﬁnancial statements
for the year ended
31 December 2023
9 Employee staff costs
The average monthly number of employees (including Executive Directors) was:

| 2023 | 2022
| Number | Number
Online | 14,328 | 11,868
Retail | 14,190 | 14,184
Other | 467 | 390
Corporate | 1,350 | 1,012
| 30,335 | 27,454

The number of people employed by the Group at 31 December 2023 was 31,180 (2022: 28,940).

| 2023 | 2022
| £m | £m
Wages and salaries | 623.9 | 560.6
Redundancy costs | 28.8 | 6.2
Social security costs | 58.0 | 49.9
Other pension costs | 21.4 | 18.6
Share-based payments (Note 31) | 21.7 | 19.2
| 753.8 | 654.5

1
1. Included within redundancy costs are £28.8m (2022: £2.5m) 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:

| 2023 | 2022
| £m | £m
Current income tax: |  |
– current tax charge | 114.3 | 91.4
– adjustments in respect of previous years | (19.6) | (7.9)
Deferred tax: |  |
– relating to origination and reversal of temporary differences | (58.8) | (17.5)
– adjustments in respect of previous years | 0.2 | 4.0
Income tax expense reported in the income statement | 36.1 | 70.0
Income tax expense is attributable to: |  |
Proﬁt from continuing operations | 36.1 | 70.0
Loss from discontinued operations | – | –
| 36.1 | 70.0
Deferred tax credited directly to other comprehensive income | (1.3) | (8.6)

1 Overview 8 Strategic report 88 Governance 140 Financial statements
Entain plc Annual Report 2023 177
Notes to the consolidated
ﬁnancial statements
for the year ended
31 December 2023
10 Income tax (continued)
A reconciliation of income tax expense applicable to loss (2022: proﬁt) before tax at the UK statutory income tax rate to the income tax
expense for the years ended 31 December 2023 and 31 December 2022 is as follows:

|  | 2023 |  |  | 2022 |
|  | Separately |  |  | Separately |
|  | disclosed |  |  | disclosed |
| Underlying | (Note 6) | Total | Underlying | (Note 6) | Total
| £m | £m | £m | £m | £m | £m
Proﬁt/(loss) from continuing operations before income tax | 444.9 | (1,287.5) | (842.6) | 321.8 | (218.9) | 102.9
Loss from discontinued operations before tax | – | (57.8) | (57.8) | – | (13.4) | (13.4)
Proﬁt/(loss) before tax | 444.9 | (1,345.3) | (900.4) | 321.8 | (232.3) | 89.5
Corporation tax expense thereon at 23.52% (2022: 19.00%) | 104.6 | (316.4) | (211.8) | 61.1 | (44.1) | 17.0
Adjusted for the effects of: |  |  |  |  |  |
– Higher/(lower) effective tax rates on overseas͙earnings | (7.4) | 19.9 | 12.5 | 4.6 | 6.8 | 11.4
– Non-deductible expenses | 12.7 | 8.5 | 21.2 | 25.9 | 9.3 | 35.2
– Non-deductible legal settlement | – | 137.6 | 137.6 | – | – | –
– Fair value adjustment to contingent consideration | – | 10.5 | 10.5 | – | (0.6) | (0.6)
– Goodwill impairment | – | 68.6 | 68.6 | – | – | –
– Impact of additional 50% deduction for marketing |  |  |  |  |  |
expenditure in Gibraltar | – | – | – | (20.3) | – | (20.3)
– Increase in unrecognised tax losses relating to US joint |  |  |  |  |  |
venture | 8.9 | – | 8.9 | 40.7 | – | 40.7
– Increase/(decrease) in other unrecognised tax losses | 4.2 | 0.9 | 5.1 | (12.1) | 1.0 | (11.1)
– Increase/(decrease) in unrecognised deferred interest | 5.8 | – | 5.8 | 0.4 | – | 0.4
– Difference in current and deferred tax rates | (3.0) | 0.1 | (2.9) | 0.7 | 0.5 | 1.2
Adjustments in respect of prior years: |  |  |  |  |  |
– Deferred tax | (0.4) | 0.6 | 0.2 | 4.8 | (0.8) | 4.0
– Current tax | (19.6) | – | (19.6) | (7.9) | – | (7.9)
Income tax expense | 105.8 | (69.7) | 36.1 | 97.9 | (27.9) | 70.0

Deferred tax
Deferred tax at 31 December relates to the following:

| Deferred tax |  | Deferred tax |
| liabilities |  | assets |
| 2023 | 2022 | 2023 | 2022
| £m | £m | £m | £m
Property, plant and equipment | – | – | (31.0) | (45.1)
Intangible assets | 731.8 | 410.6 | (22.3) | (25.1)
Retirement beneﬁt assets | 21.6 | 22.3 | – | –
Losses | – | – | (59.7) | (56.9)
Contingent and deferred revenue share payments | – | – | (321.5) | –
Other temporary difference | 71.7 | 62.5 | (58.7) | (30.2)
Deferred tax liabilities/(assets) | 825.1 | 495.4 | (493.2) | (157.3)

1
2
3
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 32).
2. The deferred tax liability includes a provision for tax on unremitted earnings from overseas subsidiaries of £71.4m (2022: £61.8m) and other temporary differences of £0.3m
(2022: £0.7m). The deferred tax asset comprises deferred interest relief of £52.2m (2022: £22.9m) and other temporary differences of £6.5m (2022: 7.3m).
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 88 Governance 140 Financial statements
Entain plc Annual Report 2023178
Notes to the consolidated
ﬁnancial statements
for the year ended
31 December 2023
10 Income tax (continued)
Movements in deferred tax during the year ended 31 December 2023 were recognised as follows:
Net deferred tax liabilities/(assets):

|  |  |  |  | Contingent |  |
| Property, |  |  |  | and deferred | Other |
| plant and | Intangible | Retirement |  | revenue share | temporary |
| equipment | assets | beneﬁt assets | Losses | payments | differences | Total
| £m | £m | £m | £m | £m | £m | £m
At 31 December 2021 | (62.3) | 305.7 | 33.3 | (27.0) | – | 16.9 | 266.6
Income statement | 17.7 | (14.5) | 0.1 | (28.7) | – | 11.9 | (13.5)
Other comprehensive income | – | – | (8.6) | – | – | – | (8.6)
Arising on business combinations | – | 85.4 | – | – | – | 0.5 | 85.9
Settlement of tax on pension asset | – | – | (2.5) | – | – | – | (2.5)
Exchange adjustment | (0.5) | 8.9 | – | (1.2) | – | 3.0 | 10.2
At 31 December 2022 | (45.1) | 385.5 | 22.3 | (56.9) | – | 32.3 | 338.1
Income statement | 13.9 | (46.7) | 0.6 | (3.3) | (5.1) | (18.0) | (58.6)
Other comprehensive income | – | – | (1.3) | – | – | – | (1.3)
Arising on business combinations |  |  |  |  |  |  |
(Note 32) | – | 368.9 | – | – | (309.8) | – | 59.1
Exchange adjustment | 0.2 | 1.8 | – | 0.5 | (6.6) | (1.3) | (5.4)
At 31 December 2023 | (31.0) | 709.5 | 21.6 | (59.7) | (321.5) | 13.0 | 331.9

1
Amounts presented on the consolidated balance sheet:

| 2023 | 2022
| £m | £m
Deferred tax liabilities | 825.1 | 495.4
Deferred tax assets | (493.2) | (157.3)
Net deferred tax liability | 331.9 | 338.1

The average standard rate of UK corporation tax during the period was 23.52% (2022: 19.0%).
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.
As at 31 December 2023, the Group had £1,760.9m (2022: £1,764.6m) of gross unrecognised deferred tax assets. This unrecognised
deferred tax asset consists of £213.3m of capital losses (2022: £213.3m), £1,479.5m of income losses (2022: £1,538.3m), £66.2m of
deferred interest relief (2022: £13.0m) and £1.9m of other deferred tax assets (2022: £nil). 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.
With effect from 1 April 2023 the standard rate of UK Corporation Tax was increased from 19% to 25%. The 25% rate has therefore been
used in measuring the UK deferred tax items at the date of this Report. Deferred tax on retirement beneﬁt assets is provided at 35.0%,
which is the rate applicable to refunds at the date of this Report.
In Gibraltar, a temporary enhanced tax deduction for qualifying business marketing and promotion costs was introduced in July 2021,
which applied for the years ended 31 December 2021 and 31 December 2022. The total impact of this measure for the Group has been
a cumulative tax credit of £48.4m. In a subsequent Gibraltar Budget on 28 June 2022 the Chief Minister unexpectedly announced the
retrospective removal of this enhanced deduction, except in very limited circumstances. This change had not been substantively enacted
by the balance sheet date and so is not reﬂected in the tax charge for the year. The impact of this change, once enacted, will depend on
how it is implemented and to which periods the change applies, but could result in a tax charge of up to £48.4m.
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.
During 2023 the UK enacted legislation to implement the OECD’s global minimum tax model rules for multinational groups (“Pillar Two” ).
This will apply from 1 January 2024 and is not expected not signiﬁcantly increase the Group’s future Effective Tax Rate. The Group has
applied the temporary exception required under IAS 12 Income Taxes in relation to the accounting for deferred taxes arising from the
implementation of the Pillar Two rules.
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Entain plc Annual Report 2023 179
Notes to the consolidated
ﬁnancial statements
for the year ended
31 December 2023
11 Dividends

|  |  | 2023 | 2022
|  |  | Shares in | Shares in
| 2023 | 2022 | issue | issue
Pence per share | pence | pence | number | number
2022 interim dividend paid | – | 8.5 | – | 588.8
2022 second interim dividend paid | 8.5 | n/a | 588.8 | n/a
2023 interim dividend paid | 8.9 | n/a | 638.8 | n/a

A second interim dividend of 8.9p (2022: 8.5p) per share, amounting to £56.9m (2022: £50.0m) in respect of the year ended 31 December
2023, was proposed by the Directors on 7 March 2024. The estimated total amount payable in respect of the ﬁnal dividend is based on
the expected number of shares in issue on 7 March 2024. There are no income tax implications for the Group and Company arising from
the proposed second interim dividend. The 2022 second interim dividend of 8.5p per share (£50.0m) was paid on 26 April 2023. The 2023
interim dividend of 8.9p per share (£56.8m) was paid on 18 September 2023.
In the year, the Group paid a dividend totalling £7.4m to non-controlling interests (2022: £nil).
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 £928.6m
(2022: £24.2m proﬁt) by the weighted average number of shares in issue during the year of 617.5m (2022: 588.2m).
The dilutive effects of share options and contingently issuable shares are not considered when calculating the diluted loss per share.
At 31 December 2023, there were 638.8m €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 deﬁ ned in Note 4 and disclosed in Note 6.
Total earnings per share

Weighted average number of shares (millions) | 2023 | 2022
Shares for basic earnings per share | 616.0 | 588.2
Potentially dilutive share options and contingently issuable shares | 1.5 | 4.5
Shares for diluted earnings per share | 617.5 | 592.7

| 2023 | 2022
Total proﬁt | £m | £m
(Loss)/proﬁt attributable to shareholders | (928.6) | 24.2
– from continuing operations | (870.8) | 37.6
– from discontinued operations | (57.8) | (13.4)
Losses arising from ﬁnancial instruments | 90.6 | 23.1
(Gains)/losses arising from foreign exchange debt instruments | (123.1) | 112.2
Associated tax charge on (losses)/gains arising from ﬁnancial instruments and foreign exchange debt instruments | 1.1 | (2.4)
Separately disclosed items net of tax (Note 6) | 1,232.7 | 201.4
Adjusted proﬁt attributable to shareholders | 272.7 | 358.5
– from continuing operations | 272.7 | 358.5
– from discontinued operations | – | –

|  | Standard earnings |  | Adjusted earnings
|  | per share |  | per share
Earnings per share (pence) | 2023 | 2022 | 2023 | 2022
Basic earnings per share |  |  |  |
– from continuing operations | (141.4) | 6.4 | 44.3 | 60.9
– from discontinued operations | (9.3) | (2.3) | – | –
From proﬁt for the period | (150.7) | 4.1 | 44.3 | 60.9
Diluted earnings per share |  |  |  |
– from continuing operations | (141.4) | 6.3 | 44.2 | 60.5
– from discontinued operations | (9.3) | (2.2) | – | –
From proﬁt for the period | (150.7) | 4.1 | 44.2 | 60.5

1 Overview 8 Strategic report 88 Governance 140 Financial statements
Entain plc Annual Report 2023180
Notes to the consolidated
ﬁnancial statements
for the year ended
31 December 2023
12 Earnings per share (continued)
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 51.1p (2022: 93.9p) and a diluted adjusted earnings per
share of 51.0p (2022: 93.2p) from continuing operations.
13 Goodwill and intangible assets

|  |  |  | Customer | Trade-marks & |
| Goodwill | Licences | Software | relationships | brand names | Total
| £m | £m | £m | £m | £m | £m
Cost |  |  |  |  |  |
At 1 January 2022 | 3,492.5 | 49.7 | 622.0 | 1,005.0 | 2,017.5 | 7,186.7
Exchange adjustment | 153.6 | 7.1 | 28.3 | 34.1 | 44.9 | 268.0
Additions | – | – | 129.9 | – | – | 129.9
Additions from business combinations (Note 32) 1 | 624.0 | 149.1 | 7.4 | 201.9 | 207.0 | 1,189.4
Disposals | – | (0.5) | (13.9) | – | – | (14.4)
Reclassiﬁcation | – | – | (1.0) | – | – | (1.0)
At 31 December 2022 (restated) | 4,270.1 | 205.4 | 772.7 | 1,241.0 | 2,269.4 | 8,758.6
Exchange adjustment | (68.2) | 11.8 | (12.7) | (12.3) | (17.4) | (98.8)
Additions | – | – | 191.5 | – | – | 191.5
Additions from business combinations (Note 32) | 1,067.5 | 747.8 | 49.8 | 275.5 | 439.5 | 2,580.1
Disposals | – | – | (2.9) | – | – | (2.9)
At 31 December 2023 | 5,269.4 | 965.0 | 998.4 | 1,504.2 | 2,691.5 | 11,428.5
Accumulated amortisation and impairment |  |  |  |  |  |
At 1 January 2022 | 275.5 | 13.3 | 405.8 | 942.0 | 180.6 | 1,817.2
Exchange adjustment | 13.7 | 0.3 | 19.8 | 23.6 | 11.7 | 69.1
Amortisation charge | – | 12.7 | 109.1 | 52.4 | 54.9 | 229.1
Impairment charge | – | 0.5 | – | – | – | 0.5
Disposals | – | (0.5) | (13.9) | – | – | (14.4)
At 31 December 2022 | 289.2 | 26.3 | 520.8 | 1,018.0 | 247.2 | 2,101.5
Exchange adjustment | (13.3) | (0.1) | (9.1) | (13.8) | (7.3) | (43.6)
Amortisation charge | – | 45.3 | 138.0 | 141.4 | 90.4 | 415.1
Impairment charge | 277.5 | – | 2.2 | 0.5 | 2.1 | 282.3
Disposals | – | – | (2.9) | – | – | (2.9)
At 31 December 2023 | 553.4 | 71.5 | 649.0 | 1,146.1 | 332.4 | 2,752.4
Net book value |  |  |  |  |  |
At 31 December 2022 | 3,980.9 | 179.1 | 251.9 | 223.0 | 2,022.2 | 6,657.1
At 31 December 2023 | 4,716.0 | 893.5 | 349.4 | 358.1 | 2,359.1 | 8,676.1

1
1. Restatement of prior year intangible valuations has been made in relation to the prior year SuperSport acquisition during the subsequent measurement period. See note 32 for
further details.
At 31 December 2023 the Group had not entered into contractual commitments for the acquisition of any intangible assets (2022: £nil).
Included within trade-marks and brand names are £1,398.4m (2022: £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 and there are barriers to entry due to the requirement to demonstrate that the applicant is a ﬁt and proper person
with the ‘know-how’ required to run such operations.
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 the NZ Tab acquisition
(see Note 32).
Software relates to the cost of acquired software, through purchase or business combination, and the capitalisation of internally
developed software. Additions of £191.5m (2022: £128.8m) include £92.6m of internally capitalised costs (2022: £58.0m).
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, Sport Interaction, SuperSport, BetCity,
365Scores, and Tab NZ businesses.
1 Overview 8 Strategic report 88 Governance 140 Financial statements
Entain plc Annual Report 2023 181
Notes to the consolidated
ﬁnancial statements
for the year ended
31 December 2023