Annual Report & Accounts 2024

Make life

interesting

evoke plc

Welcome to our Annual Report

evoke plc is one of the world’s

leading betting and gaming

companies and the parent

company for a range of

internationally renowned

brands including William Hill,

888, Mr Green, and Winner

Our vision

Our vision is to make life more interesting.

Our mission

Our mission is to delight players with world-

class betting and gaming experiences.

Our brands

evoke plc Annual Report & Accounts 2024

Welcome

Contents 01

Overview

A New Chapter 02

At a Glance 04

Chair’s Statement 06

Strategic Report

Chief Executive Officer’s Review 08

Our Strategic Roadmap 12

Investment Case 13

Business Model 14

Market Focus 16

Strategic Initiatives 20

ESG & Sustainability 24

Stakeholder Engagement 40

Chief Financial Officer’s Report 42

Risk Management 48

Viability Statement 60

Governance

Our Board 62

Corporate Governance Report 64

Nominations Committee 70

ESG Committee 72

Audit & Risk Committee 74

Remuneration Committee 80

Directors’ Remuneration Report 82

Directors’ Report 94

Financial Statements

100

Independent Auditor’s Report 100

Consolidated Income Statement 110

Consolidated Statement

of Comprehensive Income

111

Consolidated Statement

of Financial Position

112

Consolidated Statement

of Changes in Equity

113

Consolidated Statement

of Cash Flows

114

Notes to the Consolidated

Financial Statements

115

Appendix 1 – Alternative

Performance Measures

161

Company Statement of Financial Position 163

Company Statement of Changes in Equity 164

Company Statement of Cash Flows 165

Notes to the Company Financial Statements 166

Supplementary Information

168

Task Force on Climate-related Financial

Disclosures (TCFD) Report

168

ESG Supplementary Data 179

Shareholder Information 182

Revenue

£1,754m

Adjusted EBITDA

£312m

Adjusted EBITDA

margin

17. 8%

Adjusted EPS

(6.4p)

Leverage

5.7×

2024 £1,754m

2 0 23 £1, 711m

2024 (6.4p)

2023

8.8p

2024 £312m

2023

£300m

20 2 4 17. 8 %

2023

17. 5%

2024 5.7×

2023

5.9×

 Read more about us on our website

evokeplc.com

1. Adjusted EBITDA, Adjusted EPS, and Leverage are each an Alternative Performance

Measure (‘APM’) which does not have an IFRS standardised meaning. Refer to

Appendix 1 – Alternative performance measures for further detail including the

definitions and reconciliations. Also note Leverage has been restated for the prior

year as a result of a change in our definition of net debt. Further details on the

change to net debt are included in note B to Appendix 1 of the financial statements.

2. 2023 numbers have been restated to reflect an adjustment to UK Gaming Duty

in the prior year – see note 1 to the financial statements for further information.

Key performance indicators

We track the following key financial performance

indicators (KPIs). These KPIs allow us to assess our

progress against the Group’s strategy and help inform

decision-making.

These KPIs are aligned with the performance criteria

for Directors’ remuneration (see page 87) and also

the strategic outcomes monitored across the Group’s

principal risks (see page 53).

These KPIs are also some of the most commonly used KPIs

for external stakeholders, particularly our shareholders,

when assessing the performance of the Group.

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A New Chapter

we are

evoke plc Annual Report & Accounts 2024

A new direction

evoke marks the start of a new era.

A new direction. A new sense of

purpose. We celebrate our heritage,

but, as evoke, we are something new.

We make life more interesting. We

delight players with world-class betting

and gaming experiences. We live our

values: Raise our game, Win together,

Customers 1st.

We deliver for our customers by:

Being easier to use than the competition:

Intuitive platforms; frictionless; seamless. Putting

fun at players’ fingertips.

Living our brand values: Each brand is

unique and delivers its own clear Customer

Value Proposition to evoke delight in all our

players globally.

Offering personalised value: We know

individual preferences and style, and tailor

each experience to make players feel truly

understood and valued.

Being famous for doing the right thing:

Transparency, fairness and responsibility aren’t

just buzzwords; they’re the foundation of trust.

These principles fuel our competitive edge as

we deliver leading distinct brands and products;

a winning culture; and operational excellence

through data insights and intelligent automation.

This is a new chapter, a new challenge,

a new adventure.

A new era

Dear Shareholders,

I am pleased to present our 2024 Annual Report, which is our first

as evoke.

2024 marked the beginning of an exciting new era for the

business with a refreshed strategy and a clear plan to unlock our

potential and create value for our shareholders. As part of this

transformation and to better unite us as One Company, we also

unveiled a fresh new corporate identity – evoke.

Our refreshed identity is far more than just a new look. It marks

the start of a new era, a new direction, and sense of purpose.

Embracing and building on the strength of our past for a much

brighter future. It is symbolic of the fundamental reset we have

undertaken to the way we operate and signifies our deep

commitment to uniting as One Company, driven by a shared

strategy and vision.

At evoke it is our mission and vision to make life more interesting

– to evoke delight in our customers with world-class betting and

gaming experiences. As we navigate the path ahead to create

long-term value, collaboration, agility, and a collective focus on

our mission and goals will be critical to our success.

In last year’s Annual Report, I introduced our new strategy

and Value Creation Plan (VCP), a blueprint designed to

drive sustainable growth and deliver high returns on equity

underpinned by the following key principles:

1. Driving profitable and sustainable revenue growth

2. Enhancing profitability and efficiency

through operating leverage

3. Exercising disciplined capital management

As you read through this report, you will learn more about the

important strides we’ve made against our VCP during 2024.

These achievements are a testament to the bold, decisive

actions we’ve taken as well as the dedication, expertise,

and resilience of our people. Despite the challenges of a year

marked by transformation, our global teams have responded

with great agility and commitment. I want to take this opportunity

to express my thanks to all our global teams for their hard work

and unwavering dedication throughout the year.

I am incredibly proud of the progress we delivered during

2024. We ended the year in a much stronger position than we

began it thanks to a complete overhaul of our operating model,

enhanced capabilities for long-term growth, and increasingly

positive momentum in our performance. I am excited for what

lies ahead in 2025 and beyond for evoke, and I remain confident

that we are well-positioned to achieve our objectives and create

significant value for all our stakeholders.

Per Widerström

Chief Executive Officer

 Watch our video: evokeplc.com/who-we-are

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Our competitive advantages Our values

Raise our game

We aim for excellence, encourage

creativity and have fun

Win together

We work as one inclusive team

to achieve great things

Customers 1st

We entertain our customers with

safe gambling experiences

We are one

of the world’s

leading betting

and gaming

companies

At a Glance

We offer a wide range of world-class betting and gaming products

Online gaming Online betting Retail

Operational excellence

driven by data insights and

intelligent automation

A winning culture

unleashing colleagues’

full potential

Leading distinct brands

and products tuned to

our customers

Online gaming 52%

Online betting 19%

Retail 29%

FY24

Revenue mix

evoke plc Annual Report & Accounts 2024

Our operating divisions

UK&I Online

Our sports betting and gaming brands

are some of the most popular in the UK&I

market. William Hill, William Hill Vegas, and

888casino are our flagship brands, offering

market-leading products to millions of

customers every month.

Revenue

£693m

Adjusted EBITDA

£143m

AMPs*

1.2m

International Online

Our International division serves customers

worldwide using our range of world-class

brands, with a primary focus on our other

Core Markets of Italy, Spain, Denmark,

and Romania.

Revenue

£555m

Adjusted EBITDA

£130m

AMPs*

0.5m

Retail

Our William Hill retail estate has been a

permanent fixture on the UK high street

since 1966. We now have a portfolio of 1,331

shops offering exciting betting and gaming

products to millions of customers all across

the UK, complementing our online offering.

Revenue

£506m

Adjusted EBITDA

£66m

LBOs at 31 December 2024

1,331

Our Core Markets

Leading positions in highly

attractive markets

Our markets

 Read more about our

Market Focus on page 16

UK Retail 28%

UK Online 39%

Italy 10%

Spain 6%

Romania 4%

Denmark 2%

Other regulated/taxed 7%

Dotcom markets 4%

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

tournament fees during the month. The figure reflects the average of the monthly figures for 2024.

Q4 2024

Revenue mix

evoke plc Annual Report & Accounts 2024

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A successful turnaround

I would describe 2024 as a period of

necessary and positive transformation as

the new management team executed a

turnaround across almost every area of

the business. Early in the year, the Group’s

performance was impacted by legacy

operational and marketing approaches,

resulting in revenue below the Board’s initial

expectations for the first half. However,

swift corrective measures, coupled with

continued investment in evoke’s long-term

competitive strengths, drove an improved

performance in the second half.

Our turnaround was achieved against

a backdrop of continued regulatory

changes in some of our Core Markets,

including the UK where we implemented

further voluntary proactive measures

ahead of the market-wide implementation

of the measures contained in the

Gambling Act Review White Paper.

This progress in building our capabilities

while executing a turnaround and

delivering substantial cost efficiencies

during the year puts evoke in a significantly

stronger position entering 2025. There is

of course more to do but evoke can now

look forward confidently as a global leader

with a clear strategy to drive sustainable,

profitable growth and deliver significant

shareholder value.

The transformation of

our business over the

past 12 months has

been extensive and

the Board is pleased

with the significant

strategic progress

made by the Group

during 2024.

Chair’s Statement

From

challenge to

opportunity

embracing

the future

Dear Shareholders

2024 was a pivotal year for the

Group, marked by a fundamental

transformation of our business

and operating model under the

leadership of our new executive

team. These bold and decisive

changes have strengthened our

foundations, positioning evoke for

sustainable, profitable growth and

long-term success.

In last year’s Annual Report, our CEO, Per

Widerström, set out a clear vision, strategy,

and Value Creation Plan for the business.

At the same time, the Board proposed to

establish a new corporate identity, evoke,

which symbolised the start of a new

chapter for our business and – I am pleased

to say – was approved by shareholders at

our Annual General Meeting in May.

evoke plc Annual Report & Accounts 2024

Board priorities

The Board remains committed to strong

corporate governance and continuous

improvement, with a particular focus on

team, ESG, and execution:

Team

The appointment of Sean Wilkins as CFO

in February 2024 has already made a

significant impact. Sean has led the

transformation of our finance function

in turn supporting enhanced strategic

execution. Under his leadership, a new

monthly profit planning cycle has been

implemented, providing greater financial

visibility and agility in decision-making. The

first half of 2024 also saw the establishment

of a refreshed executive leadership team,

bringing new skills and experience to

the Group as well as creating clearer

accountability for executing the strategy

and Value Creation Plan.

In November 2024, we were pleased

to appoint Susan Standiford as an

Independent Non-Executive Director and

member of the Audit & Risk Committee.

Susan brings 30 years of product,

technology and leadership experience

from various industries at companies such

as Oracle, Disney, and Travelocity. Her highly

relevant expertise and fresh perspectives

will be extremely valuable to the Board.

The Group’s strength lies in the dedication

and expertise of all its people – from the

retail teams in the UK to its global support

functions. I sincerely thank all colleagues

for their contributions this year and remain

confident in their ability to both navigate

any challenges and seize the significant

opportunities ahead in 2025.

ESG

Building a high-quality, sustainable

business remains a core priority. The Board

continues to consider the interests of all

stakeholders, ensuring ESG principles

are embedded in our decision-making.

Progress was made across all ESG areas in

2024, particularly in relation to sustainability

and safer gambling. Further details on our

People, Players, and Planet ESG initiatives

can be found on pages 24 to 39 of this report.

The Board was also pleased with the

conclusion of the Great Britain Gambling

Commission (GBGC) review into the

Group’s operating licences that had

commenced in 2023. The review was

concluded in March 2024 without any

licence conditions, financial penalties or

other remedies. The Board continues to

take matters of regulatory compliance

incredibly seriously and further details of

our ongoing improvements in this area are

detailed in the risk section and the Audit

& Risk Committee report on page 74 of

this report.

Execution

The transformation of our business over the

past 12 months has been extensive and

the Board is pleased with the significant

strategic progress made by the Group

during 2024.

Led by a strengthened executive team,

the business has evolved at pace,

implementing key actions to enhance

long-term shareholder value. This includes,

the announcement of the sale and exit

of our US B2C operations, which largely

completed during 2024 with the final

remaining state set to complete in 2025.

The Group has exited other non-core

territories and focused its resources on

its Core Markets where our competitive

advantages are strongest, and I am

delighted that these markets contributed

90% of revenue in Q4 2024. While no

transformation is ever without its challenges,

the Group’s sharpened focus on execution

has positioned evoke for sustained growth.

Looking ahead

The scale of change during 2024 was

significant and I’m pleased to say that

the underlying health of the business is

improving. The actions taken to improve

trading while also reinforcing long-term

competitive advantages underpin the

Board’s confidence in evoke’s strategic

direction. The Group has great potential

and I am confident that we have both

the right plan and the right team in place

to realise the exciting opportunities and

create value for all stakeholders.

Lord Mendelsohn

Chair

31 March 2025

evoke plc Annual Report & Accounts 2024

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Chief Executive Officer’s Review

Entering a

new era

as evoke

Dear Shareholders

2024 was a pivotal year for the

Group as we announced and

embedded a new strategy for

success, radically transformed

our operating model, and

implemented bold, decisive

changes at pace to position

the business for mid- and long-

term profitable growth. As a

symbol of these transformational

changes and to unite everyone

in our company under a new

cohesive strategy, mission and

vision, we were proud to launch

a new corporate identity and

name – evoke.

When I become CEO of this fantastic

company in October 2023, it was clear that

the legacy 888 and William Hill businesses

both held many key ingredients for success,

each operating across dynamic and

attractive markets, with strong proprietary

technology, and boasting some of the

industry’s most powerful betting and gaming

brands. However, the Group had not been

performing at its full potential and significant

changes were required. We had to take

decisive actions to completely reset our

operating model and align it with our new

strategy and Value Creation Plan. We needed

to develop new ways of working to drive

operational excellence, and our plans had

to be executed by a refreshed and highly

committed leadership team. We are under no

illusions: this is a complete reset of this business.

The transformation is built around a clear

and compelling vision, mission, and strategy.

The strategy recognises the pressing need

to implement significant changes to

transform evoke’s long-term capabilities,

while acknowledging the need to move

with urgency to improve our near-term

trading performance. The importance of

this was magnified in the first half of 2024 as

trading was behind our initial expectations,

primarily reflecting the impact of certain

legacy structures and processes that had

resulted in suboptimal commercial decisions

being taken.

evoke plc Annual Report & Accounts 2024

During H1 we moved swiftly to put in place

new and experienced commercial and

marketing leadership teams to address the

lower than desired returns on marketing we

were experiencing, particularly in our UK&I

Online division. As the year progressed, our

approach to the customer experience,

including marketing, underwent a major

shift as we began to implement our clear

Customer Value Proposition (CVP). Along

with a more sophisticated approach to

customer segmentation, and better return

on investment tracking, we fundamentally

changed our product delivery capabilities

to ensure we can deliver what our

customers want. There is more detail on

the actions we have taken later in this

report but it is important to note this is still

an ongoing process as we evolve each

brand’s unique identity and I am excited to

see the further benefits our clear CVP will

deliver through 2025.

I was delighted to see the results of our

transformation start to materialise during

the year, with the business returning to

revenue growth in the third quarter, the

first quarter of growth for over two years.

Our Online business grew in each of Q2,

Q3 and Q4, having been in decline since

the pandemic. This further accelerated

in the fourth quarter with double-digit

revenue growth, albeit partly helped by a

tailwind from some operator-favourable

sporting results.

I am very proud of what our teams

achieved during 2024 as they adapted

and embraced the major changes

implemented across the business. As a

result, we were able to deliver progress

against both our long-term priorities and

near-term trading objectives, and we

entered 2025 with improving momentum

and a clear blueprint for future success.

Delivering our Value Creation Plan

In last year’s Annual Report we announced

a new strategy and Value Creation Plan

(VCP) to our stakeholders. This VCP was

developed to deliver high returns on equity

from sustainable profitable growth, built

around three core principles that define

‘what’ we will do:

1. Drive profitable and sustainable

revenue growth

2. Improve profitability and efficiency

through operating leverage

3. Deleverage through disciplined

capital allocation

The strategy to deliver this, the ‘how’, is

centred on strengthening the Group’s core

capabilities and competitive advantages

to create a scalable platform for profitable

growth while being laser focused on our

Customer Value Proposition. This comprises

three key components:

1. Operational excellence driven by data

insights and intelligent automation

2. A winning culture, unleashing

colleagues’ full potential

3. Leading distinct brands and

products tuned to our customers

2024 was a pivotal year as we started

to implement our new strategy for

success, radically transforming almost

every area of the business, and moved

decisively and at pace to position

evoke for mid- and long-term profitable

growth. We go into 2025 with improving

momentum as we continue to execute

against our Value Creation Plan.

Our six strategic

initiatives

In order to turn our strategy into

tangible actions and drive execution

and value creation, we have created

six strategic initiatives, which provide

the roadmap for delivering our Value

Creation Plan:

Customer Value

Propositions

Customer Lifecycle

Management

Winning

Organisation

Environmental,

Social, and

Governance

Product and

Technology

Foundation

Operations

2.0

 Read more about our

Strategic Initiatives on pages 20 to 23

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Governance

Financial Statements

Supplementary Information

Chief Executive Officer’s Review continued

In order to turn this into tangible actions

and drive execution, we identified six

key strategic initiatives (SIs) to serve as

the roadmap for executing against our

strategy, building world-class capabilities

in the mid and long term, and to deliver

the VCP. The executive leadership team is

directly accountable for driving progress

against each of these SIs, ensuring that

they result in a step-change in evoke’s

capabilities to create a more sustainable,

profitable and cash generative business in

the future. You can read more detail about

each of the six SIs and our progress on

pages 20 to 23.

In terms of ‘where’ we will create value, we

remain laser focused on our Core Markets

of UK, Italy, Spain, Romania, and Denmark.

These markets currently represent

approximately 90% of our revenue with

each boasting attractive long-term growth

potential, high barriers to entry, and

established regulatory frameworks. In these

markets we will continue to leverage our

local expertise and diverse brand portfolio

to increase market share, target podium

positions and drive sustainable profitable

growth. There are significant economies of

scale in our business model, and building

sustainable market-leading positions in

our markets underpins our strategy for

sustainable profitable growth.

In all other markets, which constitute our

Optimise category, we will continue to

prioritise maximising cash flow and value

generation. Further detail on our market

focus, Core Markets, and performance is

included on pages 16 to 19.

Executing our plan

Ultimately our success in delivering on the

Value Creation Plan will be underpinned by

our ability to drive successful operational

execution. This has been my key priority

since joining and I continue to be laser

focused on ensuring we execute against

our plans.

A transformation of this scale is never

easy, but we made significant progress

during the year as we looked to build a

winning team and deliver a great customer

experience, ensuring we deliver on our

Value Creation Plan:

Drive profitable and sustainable

revenue growth

The Group delivered 3% revenue growth

to £1,754m in 2024, with 6% growth in our

Online business more than offsetting a 5%

decline in our Retail business. The growth

was driven by our strategic focus on Core

Markets, which grew by 11% online, with

online gaming being the primary driver,

underpinned by product improvements

and a more sophisticated data-driven

approach to customer segmentation

supporting our leading brands.

UK&I Online revenue grew by 5%, with

growth accelerating through the year

as our refined commercial approach

gained traction along with the rollout of

significant new product developments to

improve the customer experience. We saw

positive customer reactions to a series of

major product launches including all-new

Bet Builder and Impact Sub, and a new

William Hill Vegas app with an extended

range of games and promotions. We have

also focused on improving functionality

on the William Hill app with a relaunched

home page and simpler navigation

resulting in improved ease of use. These

have combined with a much clearer CVP

for William Hill, focusing on betting and

gaming done properly, and I am excited

for the full rollout of our refreshed brand

identity in 2025.

Alongside the product improvements, we

have overhauled our entire approach to

customer lifecycle management, including

a more effective and efficient approach

to player bonuses and promotions.

We are much clearer in our focus on

core and higher value customers now,

meaning that while average monthly

actives were flat for the year, we saw a

6% uplift in Average Revenue Per User

(ARPU), highlighting the successful shift in

our commercial approach to focus on

value not volume. Towards the end of the

year we launched an all-new customer

engagement platform, which provides

the capability to deliver a step-change

in the personalisation of customer

communications and we are excited to

expand our capabilities further in 2025.

International online revenue grew by 7%

with strong double-digit growth in the

second half as we gained market share

in our Core Markets, each of which grew

by double-digits in constant currency

(cc)*. In Italy we were the only online-

only brand to gain market share, with

the Group reaching a podium position in

online casino for the first time during the

second half. In Spain we reacted quickly

to the changing regulatory environment

regarding marketing and promotions,

and have seen significant growth in

actives, particularly on the 888 brand. In

Denmark, Mr Green solidified its position

as the number one brand for awareness

and continued to take market share. We

also saw strong growth in 888 in Denmark

as we made significant improvements to

the product to prepare for the Mr Green

migration, which successfully completed

in the fourth quarter. In Romania our fourth

quarter revenues more than doubled

year-on-year as we added in the Winner.ro

business, building on the strong momentum

the 888 brand has been seeing through

the year.

In Retail our store estate had been under-

invested and had become uncompetitive

as a result. Crucially, the business had been

focused on creating its own proprietary

retail gaming platform, but the data

analysis of the trials showed that this was

not the right plan. Part of making bold

decisions is being able to realise when

you are off track, and we have changed

course here as a result. I’m pleased to

say we signed a multi-year deal for best-

in-class third-party gaming cabinets,

replacing 5,000 machines across our

entire estate, with the rollout beginning

in the fourth quarter and completing in

March 2025. We have been pleased with

the initial customer response to our new

cabinets, and we are well placed to see

sustained gaming revenue growth this year

and beyond.

Improve profitability and efficiency

through operating leverage

At the start of the year we announced a

£30m cost-optimisation programme that

we successfully executed during the first

half as we transformed our operating

model and reduced the number of

management layers, while streamlining our

office footprint with the closure of Bulgaria

and an expansion in the capabilities of our

Manila office to enable further business

process outsourcing and automation.

We continued to review the cost base and

outlined a further £10m of cost benefits to

be realised in the second half, which I’m

pleased to say we over delivered on, and

we continue to review further opportunities

to streamline our business and enhance

efficiency. We made further refinements

to the operating model at the end of the

2024 growth

International Core Markets’

online cc growth*

25%

UK&I Online revenue growth

Group revenue growth

*Constant currency growth is an Alternative

Performance Measure which does not

have an IFRS standardised meaning. Refer

to Appendix 1 – Alternative performance

measures for further detail including the

definition and reconciliation.

evoke plc Annual Report & Accounts 2024

year, reducing the number of executive

management from 10 to eight. As part

of this, our Chief Commercial Officer

has assumed an expanded remit across

operations to help to improve decision

making and have ownership of the end-to-

end customer experience in one place.

We had front-loaded the marketing

investment in the first quarter of 2024

and this did not provide the returns we

had expected. As a result of this we

implemented significant changes to our

marketing approach, including further

refinements to our marketing mix model

(MMM) that enables quick decisions to

scale up and down marketing channels

based on near real-time data.

Our strategic initiatives have been

strengthening our overall capabilities

at efficient cost, with the Operations 2.0

strategic initiative accelerating investments

in automation and artificial intelligence

across all Group functions. We brought in a

world-class team to drive data, intelligent

automation and AI efforts and, while

it is still early days, it is clear that there

is significant potential to drive further

overhead savings alongside improving the

customer experience.

We continue to integrate our product and

platform capabilities to increase scale

benefits and unlock synergies, including

integrating the proprietary William Hill

trading platform into the broader 888

platform. As of February 2025, all Mr Green

markets have been successfully migrated

on to the 888 platform, driving cost savings

and improved product capabilities.

As we drive revenue growth alongside

focusing on cost optimisation we remain

confident in our capacity to expand our

EBITDA margin over the coming years.

Deleverage through disciplined

capital allocation

In March 2024 we announced the

termination of our US brand licence deal

and subsequently announced the sale of

our US business to Hard Rock Digital. Since

starting as CEO I have been focused on

ensuring the Group is set up to deliver

strong value creation and the reality of

the US opportunity was that the intensity

of competition and requirement for scale

meant huge investment would be required

to reach profitability, and our return on

investment would be far higher in our

Core Markets.

In October 2024 we completed the

acquisition of Winner.ro, building a market-

leading position in Romania and creating

evoke’s fifth Core Market. The transaction

is consistent with our strategy to build

sustainable market-leading profitable

positions in the most attractive markets. It

is also consistent with our M&A strategy to

focus on low-capital, high-impact routes to

value creation. It is expected to enhance

earnings and reduce leverage for the

Group in 2025 and beyond, benefitting

from strong growth in the Romanian

market, an effective dual-brand strategy

enhancing ROI from marketing, and

synergies from the business combination.

We continued to invest behind the

888AFRICA joint venture in the year, which

continues to perform well as it looks to build

leading positions in selected regulated

African markets. We are excited by the

potential of this joint venture and we look

forward to expanding on its success in

the future.

Summary and looking ahead

2024 marked the beginning of a new era

for our company. We are focused on mid

and long-term profitable growth and value

creation and during 2024 we made bold,

decisive changes to improve almost every

area of the business. We are undertaking

a complete reset and transformation

of the business, and the scale of

change is significant, but necessary. This

transformation will take time but will

enhance operational efficiency, leading to

a bigger, more profitable and more cash

generative business in the future. While

there is a lot more work to do, the progress

we have made in just one year reflects the

strength of our strategy, the quality of our

brands, and, above all, the dedication of

our people.

The improved performance delivered in

the second half of the year underscores the

success of our strategy and reinforces my

confidence in our ability to deliver our clear

medium-term financial targets of achieving

revenue growth of 5–9% per year, adjusted

EBITDA margin expansion of 100 basis

points annually, and leverage reduction to

below 3.5× by the end of 2027.

With a clear roadmap in place, we are

well-positioned to achieve sustainable,

profitable growth, drive deleveraging, and

create significant value for shareholders. I

would like to thank everyone at evoke for

the skill, adaptability and commitment

shown during this pivotal year, and I am

truly excited for what we will achieve

together in the future.

Per Widerström

Chief Executive Officer

31 March 2025

Ultimately our success in delivering

on the Value Creation Plan will be

underpinned by our ability to drive

successful operational execution. This

has been my key priority since joining

and I continue to be laser focused on

ensuring we execute against our plans.

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Governance

Financial Statements

Supplementary Information

Our competitive advantages

Operational excellence

driven by data insights

and intelligent automation

A winning culture

unleashing colleagues’

full potential

Leading distinct

brands and products

tuned to our customers

Improve

colleague

satisfaction

Increase

player

days

Achieve

medium-term

financial targets

Promote

positive

play

Our goals

Brand

Customer

Value

Propositions

(CVP)

Customer

Lifecycle

Management

(CLCM)

Winning

Organisation

ESG

Product and

Technology

Foundations

Operations

2.0 (AI &

Automation)

Strategic initiatives (SIs)

Being famous

for doing the

right thing

Living our brand

values across

all interactions

Offering

personalised

value

Being easier

to use than the

competition

Our Group Customer Value Proposition

Our mission

To delight players with world-class

betting & gaming experiences

Our vision

Make life more interesting

 Read more on our website: www.evokeplc.com/who-we-are/our-strategy

Our Strategic Roadmap

evoke plc Annual Report & Accounts 2024

First-class and

consistent

Customer

Value

Propositions

Operational

excellence

driven by data

insights and

intelligent

automation

A winning

culture

unleashing our

colleagues’

full potential

How we will drive execution

Value Creation

Plan to deliver

high return on

equity from

sustainable

profitable growth

Drive

profitable and

sustainable

revenue growth

Improve

profitability

and efficiency

through

operating

leverage

Deleverage

through

disciplined

capital

allocation

What we will do

Where we will do it

strategic initiatives to deliver our plan

Customer

Value

Propositions

Customer

Lifecycle

Management

III

Winning

Organisation

ESG

Product and

Technology

Foundation

Operations

2.0 (AI &

Automation)

Investment Case

Driving long-term value creation with

clear medium-term financial targets

Revenue growth per year

5–9%

Adjusted EBITDA margin expansion per year

100bps

Leverage by the end of 2027

Below 3.5×

Laser focused on

investing where we

will build sustainable

leading positions

Core Markets 90%

Optimise Markets 10%

UK, Italy, Spain,

Denmark,

Romania

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Governance

Financial Statements

Supplementary Information

Business Model

Betting

Traditional bookmaking where we make a margin

from bets placed by customers on the outcome of

events. Given the variance and unpredictability in

sporting results this can be volatile in the short term.

How we make life more interesting

Gaming

Games of chance such as online casino, slots, and

machine gaming terminals involving customers

playing against the house, where we generate a

margin. In poker, players play against each other

and we charge a commission from each hand or

entry fees for tournaments.

Winnings

withdrawn

New funds/

deposits

Return to

player

Customer

deposits

Winnings

recycled

Customer

plays

Gross gaming revenue

Contribution

EBITDA

Gross profit

Revenue

Less: free bets and promotions

Less: cost of sales

Less: marketing costs

Less: other operating costs

evoke plc Annual Report & Accounts 2024

How we drive sustainable,

profitable growth

Taxes

£532m

Betting and gaming

duties, VAT, corporate

tax and employee taxes

Community

3,987

Colleague hours

volunteered to support

local charities

Industry

£9.2m

Voluntary contributions

to research, education

and treatment of

gambling-related harm

Employees

+10

Employee net promoter

score across all

our colleagues

Creating value for all stakeholders

Players, people,

planet

 Read more on page 25

A winning

culture

 Read more on page 30

Leading brands

and products

 Read more on page 23

Operational

excellence

 Read more on page 20

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Governance

Financial Statements

Supplementary Information

Market Focus

A global

growth

opportunity

The global online betting

and gaming market has

a significant runway of

future growth, driven

by more countries

regulating and enabling

digital products, as well

as wider structural growth

drivers including an

ongoing shift from retail

to online, societal trends,

and increasing internet

and mobile phone

penetration worldwide.

H2 Gambling Capital estimates that the

total addressable market for online betting

and gaming (excluding lotteries) was

£110bn in gross gaming revenue in 2024,

having grown at a CAGR of 20% from

2019–2024. This represents only 33% of the

total gambling market, with the tailwind

of digital migration and wider structural

drivers meaning the online channel is

expected to grow at a CAGR of 12% from

2024–2027.

Clear market focus

While the global long-term opportunity

is substantial, in today’s regulatory and

competitive environment, it is more

important than ever that we are laser

focused on which markets we invest in

to generate superior returns. So, early in

2024 we simplified our market archetypes

into two categories: Core Markets and

Optimise Markets.

For evoke, our five Core Markets are the

UK, Italy, Spain, Romania, and Denmark.

Each of these end markets boasts

attractive long-term growth potential,

high barriers to entry, and established

regulatory frameworks. In these markets

we will continue to leverage our local

expertise and diverse brand portfolio to

increase market share, target podium

positions and drive sustainable profitable

growth. In these markets, we have market-

leading scale, leading brands, and deep

consumer insight that underpins our plans

for sustainable profitable growth.

Collectively, online revenue from these

markets increased by 11% year on year,

and 5% when including retail. Given the

stronger growth seen through the year in

our Core Markets, reflecting the increased

focus and leading positions, Core Markets

accounted for almost 90% of total revenue

in Q4 2024 (85% of online revenue).

We have radically reshaped the portfolio

over the last three years, exiting low-growth

or low-return markets, and positioning the

business for sustainable profitable growth.

In our Optimise Markets we focus

on maximising cash flow and value

generation. Such optimisation could

include market exits, combinations to build

new Core Markets, or streamlining the

operations to drive profitability. Our market

strategy ensures that we invest company

resources where we have the highest risk-

adjusted returns, prioritising investment in

our Core Markets.

Our clear market

focus means we are

spending our time

and resources on

building leading

positions in attractive

markets, which

will support long-

term sustainable,

profitable growth.

Vaughan Lewis

Chief Strategy Officer

evoke plc Annual Report & Accounts 2024

UK Retail

Market overview

The UK retail market for LBOs was estimated

to be worth £2.3bn in 2024, a decrease of 2%

versus 2023, reflecting ongoing shop closures

driven by cost pressures and changing high

street dynamics. Gaming machines represent

just over 50% of market revenues and have

been steadily growing. The UK retail market

is highly consolidated, with four operators

accounting for over 90% of all betting shops.

William Hill is one of the leading brands in UK

Retail, with over 1,300 stores across the UK.

Regulatory developments

UK retail regulation has been relatively

stable since the 2019 changes to Fixed Odds

Betting Terminals (FOBT) maximum stakes

which drove a significant change in the retail

landscape, with significant shop closures

and an acceleration in digital migration. The

UK Gambling White Paper outlined a range

of potential changes to retail gambling

overall to increase competitiveness but with

limited proposed changes for LBOs. In early

2025 the UKGC launched a consultation to

look at implementing new mandatory rules

around session time and spend limits on

gaming machines, and we look forward to

contributing to this consultation.

2024 progress

Our retail estate had become

uncompetitive in recent years and during

2024 we made significant changes to our

approach, including a new management

team for retail, with the new managing

director joining in September. We pivoted

our approach to gaming machines, signing

a deal for 5,000 new best-in-class third-

party cabinets, which began rolling out

in October. We plan significant further

improvements to the offering during

2025 including increased digitalisation,

improved Self-Service Betting Terminal

(SSBT) product experience, additional

TV content, and beginning a store

refurbishment programme.

UK Online

2024 market size

£7. 2 bn

2024 market share

2024–2027 forecast revenue CAGR

UK Retail

2024 market size

£2.3bn

2024 market share

22%

2024–2027 forecast revenue CAGR

(2%)

UK Online

Market overview

The UK online market was estimated to be

worth £7.2bn in 2024, having grown 10%

compared to 2023. This growth was driven

by both betting and gaming, with gaming

continuing its recent strong growth trends

and online slots now being the largest

product in the market. Betting revenues

have been largely stable in recent years

but grew in 2024 driven by the Euros as well

as operator-favourable sporting results,

particularly in the fourth quarter. The

market is expected to grow at 3% CAGR

2024–2027 with the implementation of the

White Paper measures expected to be a

headwind for the longer tail of operators,

providing the opportunity for larger

operators to regain market share.

Regulatory developments

The new Labour government is expected

to continue the implementation of the

various measures included in the White

Paper that was announced in 2023,

many of which were and are subject to

ongoing consultations. During the year

the government announced the creation

of a statutory levy to fund research,

education and treatment, which replaces

the voluntary contributions the Group has

already been making and applies from

April 2025. The government also confirmed

the maximum stakes for online slots would

be set at £5, and £2 for under 25s, from

April and May 2025 respectively. William Hill

already operates a £5 maximum stake limit

for online slots.

Starting from 30 August 2024, operators

have been required to conduct financial

vulnerability checks when a customer’s

net loss reaches £500 within a month,

something the Group has already been

doing since 2023. This threshold has

been lowered to £150 per month as of 28

February 2025. These checks utilise publicly

available data to assess potential risks

without intruding on personal details. Wider

implementation of full formal regulations

related to financial risk – or affordability –

checks, is yet to be determined. The larger

operators, including evoke, are taking

part in a trial period to assess the feasibility

of making these checks as frictionless

as possible, which is the government’s

stated aim.

The regulator continues to consult on

additional measures aimed at improving

the safety of products, including

announcing mandatory deposit limits

will be enforced from October 2025, and

marketing opt-in must be reconfirmed on a

product-by-product basis for all customers

from May 2025. As part of the Budget the

government proposed a consultation on

harmonising the different gambling duties,

which has yet to commence. The Group

continues to engage constructively with

the government and the regulator on all

of these matters, both directly and via

our industry trade body, as we seek to

balance the protection of players with

the increasing risk of overly restrictive

regulation driving players to the black

market and therefore weakening overall

customer protection.

2024 progress

Revenue growth of 6% for 2024 driven by

gaming, with betting broadly flat. While

this means the Group lost market share

year-on-year, we saw encouraging trends

through the year, particularly in gaming,

with market share growing sequentially

through the year. Overall gaming market

share was broadly stable year-over-year

with William Hill gaining share. The 888

brand lost share but improved profitability

through its refined marketing approach. On

the betting side, suboptimal decisions in

Q4 2023 and a lack of product investment

continued to weigh on performance into

2024, but a series of successful product

launches and a clearer CVP have helped

arrest the decline and provide a strong

base for 2025 performance.

1. Source: Regulus Partners1. Source: Regulus Partners

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Governance

Financial Statements

Supplementary Information

Italy

Market overview

The Italian online market was estimated

to be worth £3.2bn in 2024, having grown

17% compared to 2023, with continued

tailwinds from retail to online migration, with

only approximately 224% of the total Italian

gambling market estimated to be online

according to H2 Gambling Capital. The

market is expected to grow at 13% CAGR

2024–2027 given this continued tailwind.

Per H2 Gambling Capital data the market

is primarily a gaming market, which makes

up 85% of the total addressable market

(online and offline) and makes up 63% of the

online market. Sports betting is a small but

important part of the industry, making up

37% of online revenues.

Regulatory developments

In December 2024, Italy’s government

approved the ‘Reorganisation Decree’,

opening a new concession process

for online gambling, with applications

accepted until May 2025. This process

will reduce the overall number of online

gambling licences available, and with an

upfront cost of €7m per licence (nine-year

duration) and additional duties to be paid

(3% of Gross Gaming Revenue) it is expected

to drive further consolidation of market

share to the larger operators including

ourselves. Government officials have also

suggested they may revisit the country’s

prohibitive advertising decree of 2018.

2024 progress

Revenue growth of 19% reported (22%

constant currency) with the Group taking

market share in online casino through

the 888 brand and becoming a top-

three operator in online casino for the

first time during the year. This growth has

been driven by a strong product offering

and leading brand proposition, with the

marketing restrictions meaning a strong

local brand is key to success in this market.

Spain

Market overview

The Spanish online market was estimated

to be worth £1.3bn in 2024, having grown

16% compared to 2023, with the relaxation

of certain marketing and promotional

restrictions from April driving growth in

customer volumes. The Spanish market also

benefits from digital migration tailwinds,

with only approximately 15% of the total

Spanish gambling market estimated to

be online according to H2 Gambling

Capital. The market is expected to

grow at 13% CAGR 2024–2027 given this

continued tailwind.

Regulatory developments

In April 2024 the Supreme Court partially

upheld an appeal against Royal

Decree 958/2020, annulling specific

advertising restrictions. The court ruled

that prohibitions on welcome bonuses,

celebrity endorsements, and certain online

advertising lacked sufficient legal basis and

violated the principle of proportionality.

This decision reinstated operators’ abilities

to utilise these additional promotional

strategies and was a driving force behind

strong market growth for the year.

2024 progress

Revenue growth of 8% reported (11%

constant currency) driven by strong

growth in actives, particularly in 888casino,

which continues to be a leading brand

and product in the market. The William

Hill brand experienced lower growth as

its third-party product could not adapt

as quickly to the changing regulations

around promotions.

Market Focus continued

Spain

2024 market size

£1.3bn

2024 market share

2024–2027 forecast revenue CAGR

13%

Italy

2024 market size

£3.2bn

2024 market share

2024–2027 forecast revenue CAGR

13%

1. Source: Regulus Partners1. Source: Regulus Partners

evoke plc Annual Report & Accounts 2024

Romania

Market overview

The Romanian online market was estimated

to be worth £1.1bn in 2024, having grown

20% compared to 2023. Changing

regulations on the land-based side have

driven further online migration, coupled

with continued strong growth in penetration.

The market is expected to grow at 13%

CAGR 2024–2027 with continued structural

tailwinds from being a more nascent market

together with digital migration.

Regulatory developments

In April 2024 Romania enacted legislation

prohibiting gambling venues, particularly

those offering slot machines, in towns and

villages with populations under 15,000,

which further accelerated the digital

migration of gambling with spend moving

online. To combat unlicensed gambling,

the National Office for Gambling (ONJN)

introduced measures obliging ancillary

service providers to ensure their services are

not used by unlicensed operators targeting

Romanian players. The regulator increased

the financial guarantee requirements in

2024 and announced a further increase

from 1 January 2025 to €7m per licence,

further increasing the barriers to entry for the

market, which is expected to drive further

consolidation of market share.

2024 progress

In October the Group acquired Winner.ro,

which together with 888 creates a number

four operator in the market with strong growth

and a clear path to be number two in the

coming years. Revenue for the year was up

81%, driven by the acquisition together with

strong underlying organic growth in the 888

business (+56%). With the migration of the 888

customer base to the Winner technology in

early 2025 this will improve the localisation

of the product, with further revenue synergy

opportunities from the Winner team’s clear

localised approach being applied to 888.

Denmark

Market overview

Denmark is a relatively mature market

from a regulatory and online penetration

perspective, and has a market size of

£0.5bn in 2024, having grown at 12%

compared to 2023. The Mr Green brand

enjoys market leading brand awareness,

higher than the former monopoly provider,

and the Group believes it is the number

three operator in the market.

Regulatory developments

Denmark is characterised by a relatively

stable and well-balanced regulatory

regime. In 2024 the Danish Gambling

Authority (DGA) announced the

introduction of a new B2B licensing

regime, including updating its certification

programme for betting and online casinos,

incorporating requirements for the new

supplier licences. The revised programme,

effective from 1 January, 2025, mandates

compliance by July 2025, allowing

operators and suppliers a transition period

to meet the new standards.

2024 progress

Mr Green is the lead brand in Denmark

and it experienced strong growth despite a

planned slowdown in marketing ahead of

the migration of the Mr Green business onto

the 888 in-house platform. That migration

was successfully completed in the fourth

quarter and has delivered promising early

signs with the improved product offering

and strong Mr Green brand providing a

strong platform for growth in 2025. Having

upgraded and further localised the 888

platform and product prior to migration this

also drove strong growth in the 888 brand

during 2024, particularly in gaming.

Denmark

2024 market size

£0.5bn

2024 market share

2024–2027 forecast revenue CAGR

Romania

2024 market size

£1.1bn

2024 market share

2024–2027 forecast revenue CAGR

13%

1. Source: Regulus Partners

2. Estimated proforma for Winner acquisition by assuming

the Group had owned Winner for the whole year

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Governance

Financial Statements

Supplementary Information

Strategic Initiatives

We identified six strategic

initiatives (SIs) as being

key to the transformation

of evoke and a priority to

deliver when it comes to

ou r VCP.

The executive leadership team is directly

accountable for driving progress against

each of these SIs, ensuring that they result

in a step-change in evoke’s capabilities

to create a more sustainable, profitable

and cash generative business in the future.

As we implement these, we will deliver

significant improvements in our capabilities,

with a clearly defined scope against

each to be better than our competition

in these areas in the markets in which we

operate. Once we are fully satisfied that

we are world class, these SIs will transition

to become Business as Usual (BAU). As

we progress our transformation we will

initiate new SIs and future step-changes in

value creation.

Delivering operational

excellence and

unlocking step-

change value creation

Our strategic

initiatives are all about

building sustainable

competitive

advantages and

improving the

customer experience

sits at the heart of this.

Mark Kemp

Chief Commercial Officer

evoke plc Annual Report & Accounts 2024

Customer Value

Propositions

What is it?

Our Customer Value Propositions (CVP)

SI focuses on continuously differentiating

our strong betting and gaming brands

and defining how we will win in the

competitive markets where we

operate by constantly addressing our

core customers’ needs. It will provide

complete clarity about our brands – who

they are for, what good looks like for the

customer, and what unique selling points

each brand should focus on across

our many brand touchpoints – it is our

promise to customers.

What will it deliver?

These CVPs will deliver improved ROI

on our marketing spend by cutting

through a cluttered marketplace with

attractive propositions, recognisable

and distinctive brand identities and a

clear understanding of target customers

for media buying in a brand portfolio.

We expect to grow total player days

and share of wallet from our target

segments by attracting new customers

and growing loyalty and engagement

from our large existing player bases.

Our CVPs define what these customers

want, and inform product development,

promotions, CX and service, tracking

each brand’s performance against

bespoke proposition scorecards that

ladder to increased revenue and

market share.

2024 progress

Following extensive customer research

in 2024, we completed both our evoke-

wide segmentation model and the

design phase of our William Hill CVP.

New brand playbooks and rulebooks

guided the organisation on proposition

delivery needs and readied the new

visual identity for all new advertising

and product design. The CVP delivery

phase started by evolving marketing and

bonus distribution for William Hill in the

UK, aligning it better with our core-value

customer target, and considering their

contribution across product verticals

better. By focusing on the experience

this target segment seeks, we launched

our ACCA Boost feature in November,

in-game bonusing in December, and

started a roll out of new gaming cabinets

in our shops. We also started the research

and design phase of our 888 CVP for full

development in the first half of 2025.

Customer Lifecycle

Management (CLCM)

What is it?

CLCM is focused on leveraging data, AI,

and intelligent automation to build a truly

world-class, future-proof, automated

CLCM process across every element of

our customer journey to maximise value

and drive sustainable growth. We aim

to transform customer engagement

across the lifecycle, from acquisition and

onboarding to reactivation. We will provide

the right offer with the right product at

the right price and at the right time, whilst

embedding the best standards of player

safety and protection. CLCM is highly

informed by our CVP work, ensuring

that what the customer experiences is

highly aligned with what we know they

are looking for. We are moving towards

a world of infinite personalisation at

scale, with our customers benefitting

from safe and personalised betting and

gaming experiences.

What will it deliver?

Providing personalised, world-class betting

and gaming experiences will reduce

churn and grow share of wallet, growing

our revenues and driving margin, through

driving higher Actives, Average Revenue

Per User (ARPU), and Average Player

Days (APDs).

2024 progress

During the fourth quarter we launched

a new customer engagement platform

This platform is enabling more sophisticated

player segmentation, enabling tailored

products, communications and

promotions that drive retention, loyalty,

and higher player value. As a result of

the improvements made to our customer

segmentation, marketing, and bonusing,

we were pleased to report encouraging

early results with a 6% year-over-year

increase in ARPU across our Online

business in 2024, including a 27% year-

over-year increase in ARPU in Q4, albeit

this was partly aided by operator-friendly

sports results.

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Governance

Financial Statements

Supplementary Information

Winning Organisation

What is it?

In a fast-moving, dynamic industry, our

people will always be critical to our

success. For evoke, a winning organisation

means one that has a shared culture that

empowers everyone in the business and

helps us to attract and retain the best talent

to power our value creation journey.

What will it deliver?

This SI is fundamental to delivering our

operational leverage, including through

right-sizing the Company and our cost

base. We will have greater productivity

and pace, at lower cost, ensuring we are

driving strong profitable growth.

2024 progress

At the end of 2023 and in early 2024, we

completely reshaped the executive

team and strengthened our leadership

capabilities, as well as resetting the

operating model to ensure it was fit for

purpose and future proof, including

reducing organisation management layers.

We consolidated our central operations by

combining our offices in Gibraltar, securing

a modern head office in Leeds (with the

move planned for 2025), and expanding

our Manila capabilities for outsourcing

and automation.

Additionally, we implemented new ways

of working to foster a stronger ‘One

Company’ culture, which has already

proven essential in aligning our teams

and creating a collaborative environment

where everyone is focused on our shared

goals. The ‘One Company’ ethos was a key

driver behind the rebrand of the Group to

evoke plc during 2024, as discussed earlier

in the report.

To support teams during this transformation,

we launched several initiatives during the

year focused on improving our internal

communications, engaging our employees

in our strategy, and driving performance

through learning. All of this acts to embed

our company values and achieve our ‘One

Company’ mindset.

Environment, Social and

Governance (ESG)

What is it?

ESG encompasses integrating

environmental, social, and governance

principles into our core operations to

ensure sustainable long-term value

creation. You can read in more detail

about our wide-ranging ESG activities

and targets on pages 24 to 39 of this

Annual Report.

What will it deliver?

The business has suffered in the past from

less sustainable earnings. We will continue

to increase the quality and sustainability

of our earnings by embedding ESG into

everything we do. From a player safety

perspective, we want to foster long-term

relationships with customers, ensuring they

have a fun, enjoyable and sustainable

experience with our products. As well as

focusing on player safety, the SI includes

workstreams dedicated to improving

evoke’s impact on the environment,

enhanced colleague volunteering

opportunities and wider community

engagement, charitable partnerships and

preparing for the ever changing world of

sustainability data disclosures.

2024 progress

We created and defined our positive

play metric and scoring system to enable

us to properly track improvements we

make across player safety, while laying

the groundwork for our leading multi-

dimensional player risk modelling.

During the year our colleagues all over the

world actively engaged in raising funds,

volunteering, and building meaningful

relationships between evoke and their

local communities. A particular highlight

was our inaugural charity gala dinner,

held in November. The event brought

together nearly 500 suppliers, colleagues,

ambassadors, and friends of evoke to

support the Motor Neurone Disease (MND)

Association. The memorable evening

featured entertainment and a variety

of fundraising activities, raising a total of

£117,000 for the MND Association.

The ESG SI has unlocked funding to help

support evolving the William Hill retail

estate in the UK, allowing access to capital

expenditure to invest in the continued

rollout of smart meters, AI tech to analyse

electricity usage and the installation of

waterless urinals to reduce water usage

across our shops.

Operations 2.0 (AI &

Automation)

What is it?

Our Operations 2.0 SI is focused on

leveraging the advancements in AI and

automation technologies to drive a

step-change in efficiency, effectiveness,

and scalability fuelled by data. This

transformation will redefine the way we

operate while enhancing personalisation

and customer experiences.

What will it deliver?

Our goal is to become the sector’s leading

operator in leveraging AI and automation,

significantly improving efficiency and

profit margins. This SI is also a key enabler

of enhanced capabilities across all our

strategic, business, and commercial

priorities, playing a fundamental role in

revenue growth.

2024 progress

During 2024 we made significant strides

in automation and AI across all Group

functions, onboarding a top-tier team

with each individual having 10–20+ years

of experience, bringing deep expertise

in AI, intelligent automation (IA), and

transformation across industries.

We have identified and onboarded best

in class IA and AI tools and implemented

advanced IA and AI solutions, delivering

early wins such as trading limits automation.

This system ensures trading limits align with

risk appetite and regulatory compliance,

mitigating potential losses.

We continued to build on the

existing automation already in the

business, introducing 30+ additional

automated processes, primarily within

customer operations.

While we’ve made strong progress, there

is still significant potential in this SI. The solid

foundations we’ve laid, alongside a clear

roadmap for 2025 and beyond, will unlock

substantial value creation.

Strategic Initiatives continued

evoke plc Annual Report & Accounts 2024

Product and Technology

Foundations

What is it?

Maintaining strong technology and

product foundations is critical to long-

term success. We quickly determined

our destination platform based upon

the value creation opportunity, using

the best components from both 888

and William Hill. A key element of our

Product and Technology SI is being able

to deliver significant ongoing product

improvements alongside managing the

ongoing integration and modernisation

of the in-house platform. This is being

achieved through embedding modern

engineering principles and optimising

our product development and release

processes, supporting delivery of our

other strategic initiatives by becoming

more efficient, allowing us to launch more

products and more quickly.

What will it deliver?

The new ways of working allow for better

and more frequent ongoing product

improvements. The future platform

will also provide greater productivity,

enhance our competitive capabilities

and ultimately drive significant cost

savings. This SI will drive higher revenue

at lower cost.

2024 progress

During the year we implemented a

complete overhaul of our product

development pipeline to deliver

quicker ongoing improvements to

customers. A sample of notable product

enhancements implemented during the

year include:

Bet Builder: Launched ahead of the UEFA

European Football Championship in the

summer. The product has significantly

streamlined the process for customers to

place combination bets while improving

marketing and bonus efficiency and

has seen positive results with over 20%

of football stakes wagered through Bet

Builder during the Euros.

Impact Sub: As an enhancement to Bet

Builder, this feature, which allows player-

specific football bets to transfer when

a player is substituted, has resonated

very strongly with customers. It was also

launched simultaneously in retail, and

we are the only retail operator offering

this product.

Casino Explorer: This feature, launched on

the 888casino product, allows players to

watch gameplay videos of games before

diving in, making the homepage more

dynamic and engaging. Players simply

swipe up and down to explore numerous

game clips, much like the experience on

popular social media apps, with each

player’s video order uniquely curated by

AI-driven personalisation.

In-game casino experiences: We

relaunched Bonus Drop on William Hill

Vegas, our exciting and engaging free-

to-play game, introducing a new Bonus

Drop Boost feature enhancing the prizes

on a Friday for qualifying players. We also

launched VPlay on William Hill Vegas, a

unique in-game feature where players

earn prizes and rewards simply by playing

their favourite games.

Alongside these we continue to improve

the ease of use of our products and

enhance them in line with our CVP,

including launching a redesigned

William Hill homepage with streamlined

navigation. We also continue to roll out

exclusive content from our in-house

games studio, with games now going live

across all of our brands simultaneously.

Important investments were also made

across our Retail operations, with new

best-in-class gaming cabinets rolling

out from October and set to complete

in Q1 2025. These cabinets are already

having a positive trading impact, driving

increased plays and higher turnover

since launch.

When it comes to the future ‘One

Platform’, we invested in, recruited and

mobilised teams to drive execution, with

significant progress on initiatives related

to feature gaps, modernisation, and

performance, which are all key factors

allowing us to move to our destination

platform. Particular highlights during

the year include integrating the William

Hill Global Trading platform onto the

888 platform, migrating all of the Mr

Green markets onto the 888 platform,

and implementing a new account and

registration flow.

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Governance

Financial Statements

Supplementary Information

Our approach

to ESG and

sustainability

ESG & Sustainability

In this section:

The Group focuses on creating value

for and addressing the concerns

and aspirations of a range of

stakeholders, including its customers,

employees, shareholders, regulators

and the local communities in which

it operates, as well as supporting a

greener planet.

ESG & Sustainability

Overview 25

Players 27

People 30

Planet 34

evoke plc Annual Report & Accounts 2024

Introduction

With our new Value Creation Plan (VCP),

Environment, Social and Governance (ESG)

has been identified as one of six strategic

initiatives (SIs), meaning we have increased

our investment in sustainability. This is key

to our future and ensures our business is

putting sustainability at the heart of the

way it is run. These investments align with

our core sustainability strategy, ‘Players,

People, Planet’, and we are actively

working to embed sustainable thinking in

decision-making at all levels in evoke and

ensure we are educating colleagues about

our plans. Our ESG SI has been led by our

ESG Director, supported by colleagues

around the business and guided by a

steerco including our CEO, CSO, CLO

and CRO. We are creating a measurable

strategy and as a first step we have

developed our Positive Play Score. This is

a key goal in the strategic framework for

evoke and we will continue to challenge

ourselves to improve performance in this

area across our Core Markets in 2025

and beyond.

2024 has seen a step-change in our

approach at evoke. We started the year

by recommitting to our ‘Players, People,

Planet’ ESG strategy that has been in

place for a number of years. In 2024 we

aligned our strategy to the UN Sustainable

Development Goals to ensure consistency

and clarity of our own framework alongside

consistency with our global business peers.

This is reflected in the table below.

ESG

overview

2024 has been a

transformational year

for sustainability at

evoke. With our new

vision to ‘make life

more interesting’ we

have entirely reframed

our business strategy,

including our desire to

‘be famous for doing the

right thing’ as part of our

new evoke Customer

Value Proposition (CVP).

Strategic area UN Sustainable

Development Goal

Aim

Players

Ensure we create safe

and sustainable gambling

experiences for our

customers, globally

People –

Colleagues

Make evoke a brilliant

place to work, for all

colleagues, everywhere

People –

Communities

Give back to the communities

where we are based across

the world

Planet

Reduce our impact on our

planet and become a net

zero business

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Governance

Financial Statements

Supplementary Information

ESG & Sustainability continued

2024 has seen several

sustainability highlights

that we are particularly

proud of…

Planet

In 2024, we made key investments to

enhance both energy and water efficiency

across our licensed betting offices (LBOs).

We continued to roll out Automated Meter

Readings (AMR), smart meters integrated

with EMMA AI technology, to better track

and optimise energy usage, alongside

having trained our employees on how to

use these greener technologies. In addition,

we introduced waterless urinals across

our LBOs, significantly reducing water

consumption. Recognising the importance

of data in driving change, we focused

on improving emissions data capture

and engaged our employees in these

efforts through the ESG Forum, bringing

together senior management from various

departments to foster collaboration

and ensure all efforts contribute to our

sustainability goals. This also included a

separate monthly Emissions Working Group,

to track our obtained global data. These

initiatives reflect our ongoing commitment

to reducing our environmental impact and

empowering our teams to contribute to our

long-term sustainability vision.

In 2024, the Group conducted a

preliminary Double Materiality Assessment

(DMA), evaluating both impact and

financial materiality, including potential

ESG impacts on our operations. Our

ongoing analysis efforts underscores our

commitment to addressing sustainability

across all our strategy pillars, ensuring we

proactively manage both environmental

and material financial risks while driving

value for our stakeholders.

In 2024, we made

key investments to

enhance both energy

and water efficiency

across our licensed

betting offices.

Players

Work has commenced on a new harm

identification system, the multi-dimensional

risk model (MDRM). We also rolled out a

player safety metric as part of the VCP

framework; as a result we have aligned to

the Positive Play Score as a metric to track

our customers’ beliefs and behaviours

around gambling across all of our

Core Markets.

People

2024 saw the launch of evoke and our

full corporate rebrand and new business

strategy. We have brought all of our

colleagues together as One Company,

aligned to our new strategic framework.

Our colleague communities have

been created and we have invested

in significantly improving our wellbeing

offering for colleagues. We also hosted our

inaugural ‘evoke the stars’ fundraising gala.

This event gathered colleagues, suppliers

and friends of evoke together to fundraise

for the Motor Neurone Disease Association

(MNDA), raising £117,000. The ESG SI also

unlocked funding for the rollout of a

volunteering trial for our retail colleagues,

allowing them to donate their time to a

number of partner charities. The trial went

well and we will be expanding the rollout

in 2025.

evoke plc Annual Report & Accounts 2024

Ambition

Player safety is about much more than

just complying with regulations; it is about

how we choose to interact with our players

to encourage and embed healthy and

sustainable gambling behaviours, how we

react if we see potentially harmful patterns

of behaviour starting to emerge, and to

nudge players back to healthier play. We

want to ensure that all our customers have

a safe and sustainable experience with our

products. It is crucial for the future of evoke

that we have a sustainable business model

built for the long term.

Behavioural addiction and risk of gambling

harm is not a simple binary and is far from

perfectly understood by academia; it is a

complex and ever-changing space. What

does not change however is our ambition –

to promote positive play and to be famous

for always doing the right thing.

To reflect our ambition, we have started an

ambitious programme of works to develop

a Multi Dimensional Risk Model (MDRM), our

revised and enhanced approach to harm

identification and interaction. As part of this

work we are collaborating with Mindway

AI, an industry leader in harm identification

through their Gamescanner platform. We

have also expanded our in-house expertise,

increasing our internal data science

expertise to support this project. The aim

will be to identify and intervene in harmful

customer play earlier and more effectively,

ensuring customers enjoy our products in a

safe and sustainable way.

Players

Player safety is the cornerstone of

our ESG strategy. We recognise

that a small but important number

of our customers do not have

a healthy relationship with our

products. We continue to work to

meet our regulatory requirements

around the world but also aim to

go above and beyond to ensure

we are doing all we can to prevent

gambling harms.

Key achievements

We have rolled out the Positive Play Score

across our Core Markets. This survey-based

approach allows us to better understand

our players’ behaviours and beliefs about

gambling, their knowledge and level of

control. This enables us to design features,

experiences, and provide data and insights

to increase awareness of safe gambling

behaviours and help players stay in control.

In the UK, we have entered a long-

term partnership with Mindway AI, a

multi-award winning supplier of safer

gambling software. Their approach

to monitoring player behaviour and

identifying any risk of harm is based on a

combination of neuroscience, artificial

intelligence and expert assessment by

behavioural psychologists.

In our international markets, we have

completed the rollout of a new, internally

designed and built, behavioural algorithm

utilising this approach across 11 jurisdictions.

This monitors patterns of play across a

broad range of markers of potential harm,

often far beyond that required by local

regulation, to allow earlier detection of

potential risk of harm and to allow more

effective interactions.

We have also started to conduct near real-

time interactions with our UK customers,

reacting to certain spikes in behaviour

that may indicate a loss of control. This has

involved solving some considerable data

engineering challenges. We will continue

to develop our capabilities in this space

in 2025.

We have worked with Gamcare, a charity

supporting anyone affected by gambling

harm, to provide an external view of the

quality and effectiveness of the telephone

conversations we hold with customers

who are showing potentially concerning

patterns of play. As a result, we have

overhauled our approach to training

and quality assurance, with a renewed

focus on empathetic communication

skills, active listening and encouraging

behaviour change. We have also worked

with BetKnowMore, a charitable provider

of similar support service, to develop and

deliver training for our retail colleagues

who are charged with the challenging

task of holding face-to-face conversations

with customers who may have a difficult

relationship with gambling. The ambition

is to ensure all customer-facing staff are

capable of identifying customers who

may be at risk of harm and of having

an effective interaction, or series of

interactions, that reduces any risk of harm.

We proudly supported the formal launch

of Gamprotect in the UK, having been

a founder member of the scheme

and a driving force since its inception.

This groundbreaking scheme allows

operators to share information about

their most vulnerable customers with

other UK operators, to ensure players can

be protected wherever they choose to

gamble. This scheme was developed as

a collaboration between Entain, Flutter,

Bet365 and evoke, working closely with

the Betting and Gaming Council (BGC),

Information Commissioner’s Office

(ICO) and UK Gambling Commission

(UKGC) to bring it to fruition. Gamprotect

aims to have all UK licensed operators

participating within the next few years.

We continued to consult our ‘lived

experience panel’ to develop and

test approaches to communications,

product features and campaigns to

ensure that they do not have unintended

consequences for our at-risk or vulnerable

players. Embedding the voice of those

who have suffered gambling-related

harm to our product and marketing

development cycles is a vital part of our

strategy to create safe and sustainable

gambling experiences.

We played an active role in developing a

new industry code aimed at reducing the

number of customers unnecessarily asked

to provide sensitive financial documents.

This was announced in the UK Parliament

by the then Secretary of State for Culture,

Media, and Sport, Lucy Frazer MP.

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Governance

Financial Statements

Supplementary Information

Armed Forces Gambling

Support Network (AFGSN)

evoke is very proud to have been

involved with the Armed Forces

Gambling Support Network (AFGSN)

since its inception and has this year

committed a further £3m to help

expand the reach of the network and

ensure the programme’s continued

growth and success.

Gambling-related harms have been

identified by the Ministry of Defence

as one of the most significant issues

facing the UK Armed Forces.

Veterans have been identified as

being ten times more at risk of suffering

gambling related harms than the UK

population as a whole.

The AFGSN is an enduring support

service for all members of the Armed

Forces community. Its objective is to

reduce the risk, and incidence, of

gambling-related harms amongst the

Armed Forces community.

The network seeks to increase the

awareness of the risks and harms

associated with gambling amongst

members of the Armed Forces and

veterans’ community and those

services and agencies who support

this vulnerable group to facilitate

prevention, early identification and

pathways into treatment and support.

The network attended over 500

engagement events in 2024 with

over 10,000 members of the Armed

Forces community benefitting from the

awareness and preventative messages.

They also delivered structured training

(level 2 award) to 1,846 individuals.

evoke has committed

£3m

to AFGSN in 2024

Safer Gambling Week

We continued our support for Safer

Gambling Week in 2024, an annual

initiative delivered in partnership with

our main trade bodies, the Betting

and Gaming Council (UK) and the

European Gaming and Betting

Association (EGBA). The campaign is

designed to promote safer gambling

education across the industry. As part

of our commitment to Safer Gambling

Week, we delivered key messaging

throughout our Core Markets and

also led an awareness campaign

to colleagues.

Across the industry Safer Gambling

Week set new records in 2024,

generating over 60 million social

media impressions – 21% up from

last year.

In the UK, we hosted a full takeover

of Safer Gambling Week messaging

across all our shops. Alongside daily

messaging on our SSBTs and gaming

machines, posters were displayed

in our shop windows. Across the

Group, we delivered safer gambling

messaging to our customers through

direct communication and banners

on our sites, as well as promoting

awareness of the event across our

social media channels. We once

again hosted a daily newsletter to

all colleagues featuring articles,

interviews with colleagues who are

at the forefront of developing our

safer gambling strategy, and the work

being delivered through our support

for RET programmes. Our Chief Risk

Officer Harinder Gill also spoke on an

All Company Call to colleagues about

the importance of Safer Gambling

Week and detailed some of the

developments we have made in this

area in the last 12 months.

Gambleaware

We continue to fund Gambleaware,

the commissioner of gambling harms

education, prevention and treatment

across the United Kingdom.

Safer Gambling Week social

media impressions were

60 million+

in 2024 – 21% up from last year

Players

continued

Funding for research,

education and treatment

(RET) of gambling harms

As a committed member of the Betting

and Gambling Council (BGC), evoke

agreed several years ago to donate

increasing payments to organisations in

the RET sector. Over time this has increased

to a total of 1% of gross gambling yield

(GGY) for William Hill in the United Kingdom.

In the government’s White Paper, ‘High

Stakes, gambling reform for the digital

age’, a mandatory levy was announced.

We expect this to come into force in 2025

replacing the voluntary funding model

currently in place.

In 2024 we are proud to have

funded the following projects…

This is a hugely

important initiative,

providing education,

awareness and

support to members

of the Armed Forces

community; as an

ex-soldier I am

enormously proud

to have been able

to play a small part

in the inception and

development of

this network.

Will Mace

evoke Director of Player Safety

ESG & Sustainability continued

evoke plc Annual Report & Accounts 2024

Scottish Professional Football League

We take our role as ‘proper’ supporters

of Scottish football seriously. As part

of our sponsorship for the Scottish

Professional Football League (SPFL)

we have funded gambling harms

awareness sessions for all 42 clubs

throughout the league and 12

Community Trusts, via a partnership

with EPIC Global Solutions. As of the

end of 2024, 20 clubs have received

the training, with over 500 players

attending a session. The programmes

are facilitated by former professional

players who have experienced severe

gambling harms, ensuring the sessions

are impactful and highly relatable to

the players. 94% of players so far have

a strong awareness of professional

athletes’ vulnerability to harmful

gambling. The programme continues

for the next few seasons.

Horse racing

As a sport, racing is intrinsically linked

to gambling. As such, gambling is a

part of everyday life for most of its

participants from stable hands to

trainers to jockeys. We have entered

the second year of our programme

and have educated over 750 racing

professionals about gambling harms.

We have educated

750+

racing professionals about gambling harms

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Governance

Financial Statements

Supplementary Information

People

We launched a new strategy for

the business at the beginning

of 2024, and this earmarked the

launch of a series of initiatives

designed to pivot the organisation

to its new strategy and deliver

our objectives. This included the

Winning Organisation strategic

initiative, which drives our

commitment to building a leaner

and more agile organisation

and driving overall performance

through our people.

ESG & Sustainability continued

The first quarter of the year was focused on

designing the right operating model and

making sure we were resourced effectively

to deliver the new strategy. This transition

had a significant impact on engagement.

From the second quarter, we focused on

fast and high-impact activity to get the

business collaborating, motivated and

focused on performance.

We involved every colleague in this

transition, from creating and launching

our new evoke plc corporate identity, to

supporting them through the transition with

mental health support and career advice

and bringing our values into daily life.

Key initiatives and

achievements in 2024

evoke rebrand and launch

The launch of our new evoke corporate

identity and strategic framework was

a key milestone for our people, uniting

them under one company name, and

underpinned by our evoke values –

Raise Our Game, Win Together and

Customers 1st.

Colleagues from around the globe

came together at our different sites as

we revealed the new corporate brand. A

competition asked colleagues to highlight

the opportunity they felt the new evoke

identity represented for themselves

and the business, encouraging a one

company culture. evoke branding in

our offices, changing our email domain

name to evoke, and rebranding all our

communications ensured that the new

evoke name was front and centre for our

colleagues from the day of the launch.

evoke symbolises the harmonious

fusion of 888 and William Hill,

transcending separate entities

into a singular, cohesive identity.

It embodies the synergy, innovation,

and shared vision born from our

merger, uniting our strengths to

create a dynamic and unified

presence in the gambling industry.

Cosmin Lebada

Automation TL – Bucharest

evoke embodies change,

excitement, and customer

connection. It’s about honouring

the past while embracing new

opportunities. To me, evoke

means heartfelt experiences,

customer connection, and

a future full of promise.

John Ralph Yambao

Webmaster – Manila

evoke signifies a new dawn

for me and my colleagues, a

fresh canvas filled with new

opportunities. This rebrand isn’t just

a change of name; it’s a promise

of transformation and growth.

Maria Karenda

Head of Operational Product

Delivery – Malta

evoke plc Annual Report & Accounts 2024

Engagement with our strategy

At the heart of the evoke brand launch

was the communication of our strategic

framework, providing clear direction on the

evoke vision and business plan for all our

people. During 2024 we overhauled all our

colleague communication channels and

prioritised our dialogue with colleagues

around the new strategic framework, Value

Creation Plan and strategic initiatives.

At the beginning of the year, we launched

a new SharePoint intranet called One

Hub – a space to break down old silos and

share knowledge. A regular cadence of

One Company Calls held each month and

attended by 1,000s of colleagues around

the world was established and supported

by our weekly newsletter In Touch, to share

stories involving all parts of the business.

Visits by the executive team, including

round table listening sessions at every

location, provided opportunities for people

to meet directly with leaders.

In November we brought together our

senior leaders for an offsite event in Leeds.

Business planning, fostering teamwork,

and exploring leadership capabilities

were priorities.

Leadership development

In 2024, 86 new leaders completed their

Leadership Essentials, and 153 seasoned

leaders finished their Leadership Diploma

training. Additionally, both programmes

are now approved by the Institute of

Leadership, ensuring they are up-to-date,

outcome-focused and based on recent

and effective leadership concepts. As part

of the Business Leaders learning journey,

31 leaders completed their 360 feedback,

and 24 received five coaching sessions

each. Also, for the first time since 2021, we

met to discuss strategy and turnaround

leadership. With external experts, we

delivered seven workshops on decision-

making, cross-cultural collaboration,

and change management. We also

supported senior leaders with workshops

on communication, empathy, and

team building.

Jan 24

Feb 24

Mar 24

Apr 24

May 24

Jun 24

Jul 24

Aug 24

Sep 24

Oct 24

Nov 24

Dec 24

Measuring engagement

We measure our engagement, or

employee net promoter score (eNPS),

through a monthly survey and whilst

in the first half of the year the scores

were impacted by changes to the

operating model, we ended the year

one point off our target. The survey

results highlighted a number of areas

that needed improvement. Therefore,

our One Company engagement plan

focused on reward, strategy and workload

engagement. Engagement plans were

created for each business unit and scores

increased significantly in the second half of

the year.

Business split

Key

True Benchmark

Non-Retail (888 WH)

UK Retail

Overall Company

Full round data only – December 2024

eNPS

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Governance

Financial Statements

Supplementary Information

People

continued

ESG & Sustainability continued

Expanding wellbeing support

We introduced a new global wellbeing

partner, significantly improving our offering

to colleagues:

• Six funded one-to-one sessions with

wellbeing experts on topics such as

sleep, menopause, fertility, career

coaching and more.

• Regular bespoke expert-led webinars

exclusively for evoke employees. Sessions

run this year include stress and resilience,

men’s health, nutrition and a series of four

webinars focused on neurodiversity.

• A wellbeing hub with regular virtual

meetups, webinars, and podcasts.

By year-end, over 1,500 colleagues actively

used the platform, with over 300 one-on-

one sessions booked.

Embedding our behaviours

To support our values which we launched

in 2023, we introduced a behaviours

framework that brings clarity and

consistency to behaviour expectations

throughout the business based on the

scope and breadth of a role.

Each behaviour is matched to one of our

values and the framework provides positive

examples of the behaviour along with a

view of what the behaviour should not

include and questions colleagues can ask

themselves to ensure they are behaving in

line with expectations.

The framework ensures consistency across

teams by defining how work should be

approached, not just what should be

achieved. Leaders are expected to model

these behaviours, and they now form a key

part of performance discussions.

Rather than a checklist, this framework

is a practical tool to help colleagues

understand their role expectations,

develop their careers, and contribute to a

high-performance culture.

To launch Our Behaviours to colleagues,

in addition to a detailed internal

communications plan, the Learning

& Performance team designed and

delivered a weeklong learning conference.

Our key objective was to embed our

new company values together with the

behaviour framework. We wanted to give

our colleagues an opportunity to learn

more about Our Behaviours and how

they demonstrate them in their daily lives

at work.

The event was well received with high

scores for overall satisfaction (8.9),

advocacy (8.8) and usefulness (8.6)

and most importantly, 91% of attendees

claiming that the event helped them to

understand the framework.

Communities

Strengthening our employee

communities

In 2024, we continued to build our

employee communities, ensuring they play

a central role in engaging colleagues and

informing decisions with lived experience.

We now have six communities: Proud to

Be, Race Together, EmpowHER, The Village,

Wellbeing, and All Abilities.

To support their growth and effectiveness,

the communities have all received

guidance from an external inclusion

consultant. Through a series of workshops,

the expert has helped them to define

their vision, mission, and priorities and

provided advice on how to build strong

networks, engage stakeholders effectively,

use storytelling to drive engagement, and

develop influencing strategies.

Proud to Be, Race Together, EmpowHER

and The Village have launched to the

business and are already making an

impact, working on policy enhancements

and partnering with Learning &

Development and Talent Attraction to

make us a more inclusive organisation.

Wellbeing and All Abilities have their vision,

mission and goals defined and will launch

fully in 2025.

Advancing diversity targets

This year, we set gender and ethnicity

targets for senior management (Executive

Committee and their direct reports,

excluding executive assistants):

• Gender: 40% female by end of 2026.

• Ethnicity: 16% from ethnic minority

backgrounds by end of 2027.

While progress on gender is encouraging,

currently at 33%, increased from 26%

at the end of 2023, ethnicity remains a

challenge. Meeting the Parker Review’s

recommendations has highlighted

complexities due to varying ethnicity

classifications in the countries where we

operate. Additionally, automating ethnicity

data collection temporarily lowered

disclosure rates, which we aim to improve

in 2025.

These targets meet the UK government

priorities on diversity, focusing specifically

on gender and ethnicity. By narrowing our

focus to these areas, we can dedicate

our efforts and ensure measurable

progress. We remain dedicated to building

an inclusive environment where every

colleague feels valued, empowered, and

respected. Our focus on gender and

ethnicity lays the groundwork for broader

inclusivity efforts across the organisation.

evoke plc Annual Report & Accounts 2024

evoke the stars

In November we hosted our inaugural

‘evoke the stars’ gala evening at the Royal

Armouries Museum in Leeds, raising £117,000

for the Motor Neurone Disease Association.

Over 450 guests joined us on the night,

including many of our suppliers, business

leaders, colleagues based in Leeds, and

celebrity ambassadors including Sir AP

McCoy, Lucinda Russell, Barry Geraghty

and Jason Bell. The generous support from

all our guests on the night made sure we

surpassed our £100,000 fundraising target

for the event through several activities,

including a live virtual horse race.

All funds raised will support the Motor

Neurone Disease Association, a charity

dedicated to improving access to care,

advancing research, and advocating

for people affected by the disease. The

charity was nominated by one of our

colleagues, Retail Area Manager Leisa

Byers, whose niece Tamara was diagnosed

with the disease at just 26 years of age.

We are hugely grateful to Tamara for her

bravery in sharing her story on the night,

and to Leisa and Tamara’s mother Tracy for

their support for the event.

Community engagement

In 2024, we expanded our community

engagement programme, empowering

our colleagues to give back to their

communities through volunteering, and

also increased our fundraising efforts

through our first ever ‘evoke the stars’ gala

fundraising evening.

Volunteering

We are committed to offering our

colleagues the opportunity and flexibility

to volunteer for good causes to support

the local communities where they live

and work.

All of our Group colleagues receive one

paid volunteering day per annum. To

celebrate our colleagues’ efforts in this

area, we hosted a ‘Volunteer Together’

month across September and October,

encouraging our colleagues to use their

volunteering day to support local initiatives

across our locations. All our locations took

part in the event, and activities included:

• Our Maltese colleagues taking part in

a range of activities including a blood

donation drive, supporting a local animal

sanctuary and finally volunteering at the

Dar Merhba Bik Foundation, a charity

supporting children and women who

have been the victim of violence.

• 25 colleagues in Krakow took part in a

‘Poland Business Run’, supporting those

with physical disabilities and helped out

at a local warehouse to sort out and

distribute humanitarian aid to those

affected by the floods in Poland.

• Our Dublin colleagues helped at the

DSCPA, a local animal shelter, and in

Manila a team took part in a beach

cleanup with the Haribon Foundation.

This year we have also focused on

improving our offering around volunteering

to UK Retail colleagues. We operated a

pilot scheme in the second half of 2024,

providing Retail colleagues with time off

to volunteer for good causes through

our Neighbourly platform. This facilitated

volunteering projects across the UK,

including regular volunteering with the

Retired Greyhound Trust across their UK

centres, and events organised locally

through our volunteering champions

such as memory walks for the Alzheimer’s

Society and community garden support.

The feedback from the pilot has been

hugely positive from both good causes

and colleagues. We are excited to build

on the success of the pilot in 2025 and

increase opportunities for Retail colleagues,

all to deliver greater social impact through

our volunteering programme.

We are committed

to offering our

colleagues the

opportunity and

flexibility to volunteer

for good causes to

support the local

communities where

they live and work.

All of our Group

colleagues receive

one paid volunteering

day per annum.

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Governance

Financial Statements

Supplementary Information

Planet

We fully recognise the urgency of

the climate crisis and the significant

risks it poses to the planet. In

response, we continue to set

ambitious targets to achieve net

zero emissions across our Scope

1 and 2 emissions by 2030, and

across our entire value chain,

including Scope 3, by 2035. In 2024,

we made further progress towards

these goals, achieving reductions

in our total emissions. As we move

forward, we remain committed

to maintaining this momentum,

driving transformative change

across the Group, engaging

employees and stakeholders, to

ensure we meet our targets and

continue contributing to global

climate solutions.

ESG & Sustainability continued

evoke plc Annual Report & Accounts 2024

Progressing towards

our net zero future

In 2024, our commitment to sustainability

under the Planet pillar of our ESG

framework has made significant strides

as we continue to drive forward against

our ambitious targets. We are proud of

our business units’ heightened focus on

sustainability, with insights and actions

that support our communities, customers,

investors, and wider stakeholders. We

believe these efforts will not only create

positive outcomes but also help us meet

key UN Sustainable Development Goals.

Our approach reflects a clear commitment

to both industry-specific ESG risks and our

long-term net zero objectives. As part of

our ongoing efforts to limit global warming

to no more than 1.5°C, in line with the Paris

Agreement, the Group remains dedicated

to regulatory transparency and business

practices that ensure compatibility with

global sustainability standards.

Key initiatives and

achievements in 2024

• Moving beyond single materiality:

preliminary steps have been taken to

assess both upstream and downstream

impacts of our operations.

• Data integration & vision plan: Building

on our 2023 vision plan, we achieved

significant improvements in data

capture across our global operations.

This milestone marks the successful

integration of sustainability metrics

following our re-baselining activities.

• Net zero by 2030: Our aim is to be net

zero across scope 1 and 2 emissions by

2030. We have reinforced consistent

analysis of our emissions through

monthly Working Groups to manage our

trajectory to achieving net zero targets.

Despite a 2% increase in Scope 1 and

2 emissions (market-based) from our

baseline, explained in detail on page

37, we foresee the impacting factors to

be mitigated in 2025 data. For example,

from improved location-based data and

associated conversion factors.

• Net zero by 2035 (full value chain): Scope

3 emissions decreased 12% year-on-

year, evidence of our continued work

with suppliers and collaboration with our

carbon accounting platform (Normative)

which has enhanced data quality and

methodologies. This supports our path

toward UK government net zero emissions

targets by 2050. Full details are available

in the ESG Supplementary Data on

pages 168 to 178.

• ESG ratings & recognition:

• We maintained our AA MSCI rating,

marking a consecutive year of strong

ESG performance.

• Our CDP score improved to B−, up from

a C in 2023, as we make meaningful

progress in transparency and

emission reductions.

• We remained a member of the

FTSE4Good Index, a recognition of

our strong environmental, social, and

governance practices.

• Our Morningstar Sustainalytics

rating of 18.2 (low risk) sets us apart,

demonstrating our commitment to ESG

leadership and governance.

• Our S&P Global Corporate

Sustainability Assessment (CSA) score

improved by 1+ point to 25/100 overall,

with an S&P Global ESG Score of

27/100. We are optimistic about further

improvements as we have continued

to strengthen our sustainability

methodology and governance efforts,

linked to previous re-baselining activities.

As we look ahead, we will continue

embedding sustainability into every facet

of our business, particularly focusing on our

emissions, supply chain, and procurement

processes to create positive impacts for

both people and the planet.

Governance

Our governance controls surrounding

the Group’s ESG strategy framework

are driven by the Board’s approval

of clear, actionable targets, ensuring

alignment across the organisation. The

Group has established a comprehensive

ESG governance framework, with the

Board holding ultimate accountability

for the execution and delivery of moving

to a net zero business in the future. The

ESG Committee, reporting to the Board

throughout 2024, oversees all matters,

which include sustainability, regulatory

changes in this area, and emerging

changes. This ultimately sits under the

‘Planet’ pillar, of our Players, People, Planet

strategy. Detailed information on our

governance structure is outlined in our

TCFD Report on page 168.

To strengthen oversight, we convene ESG

and Audit & Risk Committee meetings

at every board meeting, which provide

strategic guidance on identifying and

managing ESG risks in line with our long-

term objectives. Additionally, sustainability

topics have been integrated into

departmental risk registers, enabling

targeted action and risk mitigation where

relevant. Our governance structure ensures

ESG risks are consistently addressed across

the Group, and is reflected in our climate-

related scenario analysis explained on

pag e 170.

2024 saw significant developments in

ESG regulations, particularly in the UK

and EU, and we have actively managed

these changes throughout the year. The

ESG Committee of the Board has kept

the Board informed of key updates and

progress. Looking ahead to 2025, we

will continue to coordinate our response

to evolving legislation and taxonomy,

strengthening our reporting, audit, and

governance frameworks.

As we continue to execute our strategy,

the ESG Committee will include additional

ESG metrics and targets in executive

remuneration for 2025 based on this year’s

data. Initial ESG performance targets were

this year linked to the three pillars of our

ESG framework.

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Governance

Financial Statements

Supplementary Information

Strategy

Addressing climate change is a

cornerstone of our ESG strategy, and as

an ongoing leadership topic, we are

dedicated to contributing to the long-term

health of the planet. In 2021, the Group

set an ambitious target to achieve net

zero greenhouse gas (GHG) emissions by

2035, and we are making steady progress

towards that goal. Becoming ‘net zero’

means taking positive action across all

business activities, be that relevant to our

online gaming services, retail LBOs, global

office locations, or relevant to employee

activities. We ensure accurate carbon

accounting by using the appropriate

conversion factors for emissions calculation,

in line with relevant government data,

regulations, and the GHG Protocol.

In response to climate risks, we aim

to transition to emerging reporting

standards as they arise in the UK and

internationally, beginning development to

the International Sustainability Standards

Board (ISSB) IFRS S1 & S2-Climate Related

Disclosures Standard approach towards

our ESG Supplementary Data section. We

continue to work against the Taskforce

on Climate-related Financial Disclosures

(TCFD) framework recommendations, as

per our TCFD Report on page 168. In 2024,

we started our approach to incorporating

double materiality, with aim to expand

our analysis to include both financial

and environmental considerations in the

future. This broader perspective shall also

strengthen our capacity to address sector-

specific climate risks moving forward, and

we commit to implementing the evolving

IFRS S1 & S2 standards in the future.

From our 2023 progress, during 2024 we

continue to be proud of our strategy that

integrates ESG risks and opportunities

into our long-term business planning. This

includes focused efforts on climate change

action and energy management as a

core pillar of operational resilience. Overall,

delivering sustainable value, driving

positive impact in the short, medium, and

long term.

Risk management

Building on our previous climate-related

scenario analysis, we have expanded

our understanding of the risks and

opportunities we face. Colloborative

work helped identify both physical and

transition risks across the global markets

in which we operate, while ensuring that

our sustainability efforts are keeping up

with evolving regulations. We will continue

to refine our approach to managing

these risks, focusing on resilience across

our operations, supply chain, and value

chain. As part of this ongoing work, we

are committed to ongoing review of our

climate-related risks in 2025 to ensure

our strategies remain effective in an

increasingly complex regulatory and

environmental landscape across the

jurisdictions in which we operate.

Metrics and targets

We remain steadfast in our pursuit of

ambitious net zero targets, proactively

driving efforts to reduce our carbon

footprint. Our 2024 climate metrics and

targets are outlined in full on pages 174 to

177 within our TCFD Report.

Last year, we successfully reviewed our

emissions data, establishing 2023 as the

baseline year to track our progress in

2024. This review followed the acquisition

of William Hill and the integration of new

data sets as reported. The transitional

improvement to capturing global emissions

data across the Group in 2024 represents

a significant milestone, providing a

more robust framework for comparison

against our baseline. Our enhanced data

collection underpins our analysis and

supports the further development of our

emission reduction strategies, reinforcing

our focus on sustainable progress.

In focus for 2025, we will seek SBTi

certification of our targets and have

begun this work in 2024 with our carbon

accounting platform partner Normative.

This will ensure the robustness of our

target-setting process and enhance

data transparency, which supports our

consistent progress as a Group.

Planet

continued

ESG & Sustainability continued

evoke plc Annual Report & Accounts 2024

Net zero by

2030

across Scope 1 and 2

Net zero target across our

full value chain by

2035

In 2024, Scope 3 emissions remain a

substantial component of our overall

carbon footprint due to the indirect nature

of our activities, particularly within the

realm of predominantly digital services.

This accounts for 97% of our emissions

for the Group. As an online gambling

service, our emissions are largely driven

by the infrastructure required to deliver

seamless gaming experiences, through

purchased goods and services to deliver

the technology used by players globally.

Looking ahead, we will continue the

positive engagement work that has been

implemented in 2024 with our suppliers;

ensuring those we operate with have

detailed plans in place to evidence their

transition to lowering their own impact

to the environment and aiding in the

development of a more circular economy.

Across Scope 1 and 2 emissions, significant

contributions are from the energy demands

of our global offices and the services that

support both our digital platform and

running of our UK LBOs. These emissions

continue to be an essential focus as we

look to further reduce our environmental

impact across our value chain. This is

part of a wider approach to assess both

upstream and downstream activities,

including fuel and energy-related outputs

within our Scope 3 category.

Our third-party carbon accounting

platform Normative is appointed to

calculate the Group’s Scope 1, 2 and 3

emissions. This software allows the Group

to obtain emission impacts based on our

input and works alongside internal data

gathered. Internal data from across our

operations is subsequently integrated

with the software and associated

methodologies. Please see page 176 of

our ESG Supplementary Data section for

further details on modelling. Independent

validation is provided by Normative of our

emission outputs, supporting our mission

towards the Group’s net zero targets

and transparency.

Our overall emissions dropped from

128,729 tCO

e to 113,784 tCO

primarily due to our reduction in Scope

3 emissions.

Total CO

emissions

−12%

change

Scope 1 emissions

+4%

change

Scope 2 emissions (market based)

+1%

change

Scope 3 emissions

−12%

change

We saw our Scope 1 emissions rise from

860 tCO

e to 892 tCO

e, primarily due

to an unforeseen increase in fugitive

emissions, compared to 2023 reports.

Our Scope 2 emissions increased from

2,465 tCO

e to 2,497 tCO

e, primarily

due to an increase in electricity (market-

based) usage from our Israel office.

We saw our Scope 3 emissions fall

from 125,404 tCO

e to 110,395 tCO

as a result of decreases resulting from

reduced outputs from the Group’s

purchased goods and services.

Year-on-year comparison results

 Read more on our TCFD climate-related

disclosures on pages 174 to 177

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Governance

Financial Statements

Supplementary Information

Risk management

a. Processes and related policies the

entity uses to identify, assess, prioritise

and monitor climate-related risks.

 TCFD Report, pages 168 to 178

 Risk Management, pages 48 to 59

 Board responsibilities, pages 65

b. Processes the Group uses to identify, assess, prioritise

and monitor climate-related opportunities, including

information about whether and how the Group

uses climate-related scenario analysis to inform its

identification of climate-related opportunities.

 TCFD Report, pages 168 to 178

 ESG physical risks and mitigation – Risk Management,

pages 53 to 54

c. The extent to which, and how, the processes

for identifying, assessing, prioritising and

monitoring climate-related risks and opportunities

are integrated into and inform the Group’s

overall risk management process.

 TCFD Report, pages 168 to 178

 Risk Management, pages 48 to 59

Strategy

a. Climate-related risks and opportunities the

organisation has identified over the short,

medium, and long term. Detailing anticipated

effects on business model and value chain.

 TCFD Report, pages 168 to 178

 ESG physical risks and mitigation – Risk Management,

pages 53 to 54

b. The effects of climate-related risks and opportunities

on the Group’s strategy and decision-making,

including climate-related transition plan.

 TCFD Report, pages 168 to 178

 ESG Strategic Report, pages 24 to 39

 ESG physical risks and mitigation – Risk Management,

pages 53 to 54

c. Effects of climate-related risks and opportunities

on the Group’s financial position, financial

performance and cash flows for the reporting

period, and over the short, medium and long term.

 TCFD Report, pages 168 to 178

Underlying work on the potential impact of climate-related

issues on financial performance continues to be analysed.

Financial materiality impacts, risks, and opportunities

(IROs) will be actioned further as part of preparation for

CSRD reporting.

d. Climate resilience of the Group’s strategy

and business model to climate-related

changes, developments and uncertainties,

taking into consideration identified climate-

related risks and opportunities.

 ESG physical risks and mitigation – Risk Management,

page 174

 VCP and strategic initiatives, page 8 to 11

ESG & Sustainability continued

Planet

continued

Climate-related reporting summary

Our statement of alignment with

TCFD and future methodologies

towards sustainability disclosures.

In 2024, as part of our ongoing

commitment to sustainability and

transparency, the Group will continue to

align with the recommendations of the

Task Force on Climate-related Financial

Disclosures (TCFD). While we acknowledge

the ISSB IFRS S2 Climate-related Disclosures

standard and other methodologies for the

future, our focus for this year remains on

TCFD-aligned reporting. This report outlines

our climate-related governance, strategy,

risk management, and metrics, as part of

this. Ensuring a clear integration of climate

considerations into our business model,

operations, and long-term strategy.

The table below provides a breakdown

of the core topics which follow the TCFD

framework recommendations as part of our

report and additional details can be found

in the ESG Supplementary Data pages.

The Group shall continually adapt the

maturity of our reporting in upcoming

periods to adhere to all external

sustainability regulation changes.

Task Force on Climate-related Financial Disclosures (TCFD) reporting

Scope Reference

Governance

a. Governance of our ESG structures and

Board of Directors oversight of climate-

related risks and opportunities.

 TCFD Report, pages 168 to 178

 Governance processes, page 168

 ESG Committee Chair Statement, page 72

 ESG Strategic report, pages 24 to 39

 ESG physical risks and mitigation – Risk Management,

pages 53 to 54

b. Management’s role in the governance processes,

controls and procedures used to monitor, manage

and oversee climate-related risks and opportunities.

evoke plc Annual Report & Accounts 2024

Task Force on Climate-related Financial Disclosures (TCFD) reporting continued

Scope Reference

Metrics and targets

a. Climate-related metrics and performance

relevant to cross-industry reporting

i. Absolute gross Scope 1, 2, & 3 greenhouse

gas emissions during the reporting year.

ii. Measurement approach, inputs and assumptions.

iii. Climate-related transition risks.

iv. Climate-related physical risks.

v. Climate-related opportunities.

vi. Factors into executive remuneration relating

to climate-related considerations.

 TCFD Report, pages 168 to 178

 ESG Overview, Planet section, pages 34 to 39

 Directors’ Remuneration Report, page 82

 ESG Committee Chair Statement, page 72

Next steps in 2025

Building on our values, we aim to

increase our employee engagement

across all levels with our net zero targets,

fostering a culture of sustainability

through initiatives that encourage active

involvement and accountability in driving

environmental change.

Acting on our positive progress, we will

continue to map our ESG materiality to

proactively address Impacts, Risks, and

Opportunities (IROs), supporting informed

decision-making and enhancing our

ESG disclosures. In preparation for future

compliance with the EU Corporate

Sustainability Reporting Directive (CSRD),

and other emerging sustainability

frameworks, we will continue to enhance

our transparent reporting and our focus on

climate related risks.

Furthering our positive steps towards

energy management reduction in 2024,

we will continue to assess our UK estates

and global offices for opportunities to

integrate emerging greener technologies,

enhancing energy efficiency and

minimising environmental impact. This

is part of our broader sustainability and

procurement strategy across the Group.

Achieving SBTi certification will align

our climate targets with global science-

based standards, driving measurable

emissions reductions and reinforcing our

commitment to climate action.

We will collaborate with suppliers to

accelerate the transition to net zero,

ensuring sustainability is embedded

throughout our value chain and

driving collective progress towards our

climate goals.

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Governance

Financial Statements

Supplementary Information

Stakeholder Engagement

Who are our

stakeholders? Why? How?

Customers

Our mission is to delight players with

world-class betting and gaming

experiences. Maintaining and

growing customer loyalty ensures the

continued success of our business.

We put customers at the heart of

everything we do and provide

tailored experiences to fulfil our vision

of making ‘life more exciting’.

One of our core values across the

Group is ‘Customers 1st’. This puts

customers at the forefront of our

company culture.

One of our six key strategic initiatives

(SIs) is to develop our Customer

Value Propositions (CVP) for our

brands. A huge amount of work

has been done in 2024 to develop

our CVPs, ensuring we constantly

address our core customers’ needs

and deliver consistently across all

customer touchpoints.

Another of our SIs is Customer

Lifecycle Management (CLCM). This

is focused on leveraging intelligent

automation to build exceptional

long-term and personalised customer

relationships. This is a move towards

infinite personalisation with our

customers benefitting from safe

and personalised betting and

gaming experiences.

We regularly measure the quality of

our service performance through net

promoter scores, surveys and web

and data analytics. We have regular

feedback mechanisms to understand

customer satisfaction and responsible

gambling behaviours.

In 2024 we have rolled out the Positive

Play Score in our Core Markets. This

survey-based approach will allow us

to understand our customers more to

design features and experiences to

increase awareness of safer gambling

and help customers stay in control.

In the UK we have also started to

conduct near real-time interactions

with our customers, reacting to certain

spikes in behaviour that may indicate

a loss of control.

More information about our approach

to safer gambling can be found in our

ESG & Sustainability section on

pages 27 to 29.

Regulators

Regulators grant the Group licences

and set the conditions for operating

in their markets. Clear understanding

of their regulations is essential for

compliance and alignment with

their priorities.

A safer gaming environment benefits

all responsible operators, including

evoke. Regular dialogue with regulators

strengthens collaboration and trust.

Operators must demonstrate full

commitment to compliance and

player safety to reassure regulators.

We engage in regular and

transparent dialogue with regulators

across our global markets including

the Gambling Commission of

Great Britain, the Gibraltar Gaming

Commission and the Malta

Gaming Authority.

We participate in industry events

and forums to better understand

the requirements of the regulators

wherever we operate. This includes

our membership of the Betting &

Gaming Council and the European

Gaming and Betting Association.

We maintain a relationship with the

UK Listing Authority and meet all the

requirements they set out in the UK

Listing Rules, in order to maintain our

listing on the London Stock Exchange.

Communities

Local communities are vital

advocates, especially in recruitment.

Maintaining strong relationships

requires listening to local concerns

and making a positive impact.

As a responsible corporate citizen,

we demonstrate our commitment by

supporting local areas and fostering

lasting connections. Our retail success

depends on community support, and

our teams understand and engage

with their customers.

We have a well-established

community involvement programme

which was expanded in 2024.

We offer colleagues the opportunity

and flexibility to volunteer for

good causes to support the local

communities where they live

and work. This year we hosted

a ‘Volunteer Together’ month,

encouraging colleagues to use their

paid volunteering time to support

local initiatives across our locations.

We hosted the inaugural ‘evoke

the stars’ fundraising gala in Leeds

raising money for the Motor Neurone

Disease Association.

More details are included on

pages 32 to 33.

As a Group, our economic

contribution is significant, including

a total tax contribution of £532m in

2024. The largest portion of this relates

to gaming duties payable across our

regulated markets, and employment

taxes, principally in the UK.

Stakeholder engagement

is an important part of

the Company’s ongoing

governance arrangements.

As a Gibraltar company the

UK Companies Act 2006

does not apply, however we

continue to comply with the

requirements of Section 172.

In accordance with the UK

Corporate Governance Code, the

Company’s key stakeholders are

considered in Board discussions

and decision-making with all Board

papers including an explanation of

how the impact to stakeholders has

been considered.

Engaging with

stakeholders

evoke plc Annual Report & Accounts 2024

Who are our

stakeholders? Why? How?

Partners

& suppliers

Engaging with partners and suppliers

is essential to our business’s success,

as they play a key role in our core

operations. Maintaining open

dialogue ensures alignment of

interests, fosters transparency, and

strengthens cooperation. Effective

communication also enhances

operational efficiency, builds trust,

and upholds our commitment to

responsible business practices.

We have an open, constructive and

effective relationship with all partners

and suppliers through regular

meetings which provide both parties

the ability to feed back on successes,

challenges and the future roadmap.

The Group’s whistleblowing hotline is

available to suppliers to allow them

to raise any concerns anonymously

and all issues are tracked

and monitored.

During 2024 we continued to develop

our supplier risk framework, including

additional risk identification and

mitigation strategies, alongside

strengthening controls around

governance and approvals.

Shareholders

& debt holders

Understanding our shareholders’ and

debt holders’ perspectives is essential.

Regular, constructive engagement

fosters trust, transparency, and insight

into their key concerns.

The Board values open

communication to maintain investor

confidence and demonstrate a clear

strategy for value creation across

the short, medium, and long term.

Investors expect transparency, timely

disclosure, and a clear approach

to maximising opportunities and

managing risks.

The AGM was held in May 2024 in

London and shareholders were able

to attend either in person or virtually

and were able to submit questions

to the Chair. We engaged with

shareholders following the >20% votes

against two proposed resolutions and

included an update on our website

in line with Investment Association

principles. More information on

page 68.

We provide regular investor updates

and ensure an ongoing conversation

through the publication of trading

updates, half and full year results,

as well as events such as our Annual

General Meeting.

We have regular engagement

with our shareholders and debt

holders through a comprehensive

investor relations programme.

During the year we held over 300

direct engagements with investors,

covering more than 70% of share

capital, through a combination

of the Chair, CEO, CFO, CSO and

IR Director, as well as other Board

members as required.

This included continuous

engagement with both existing and

prospective institutional shareholders

and sell-side analysts through

individual and group meetings in

person, virtually and participating in

roadshows and investor conferences.

Key topics discussed through the year

related to the new management

team, the launch of the Value

Creation Plan, the turnaround in

commercial performance and return

to growth, and the potential impacts

from the UK Budget.

Market views and shareholder

analysis is included as a standing

Board item and the Board receives

regular updates on analysts’

commentary and reports.

The Remuneration Committee

Chair engaged with shareholders

in relation to our updated

Remuneration Policy.

Colleagues

Reshaping evoke for growth requires

a high-performance culture where

everyone is accountable for delivering

performance and driving change.

We are committed to making evoke a

great place to work, where everyone

has a voice, can be themselves and

be their best.

We have a set of Group-wide

company values, one of which

is ‘Win Together’ to emphasise

the importance of our collaborative

and winning culture.

Colleagues are sent regular eNPS

surveys, the scores are tracked

and action plans implemented

for potential improvements. An

eNPS target is included as a bonus

objective for business leaders to drive

colleague satisfaction.

We have a comprehensive internal

communications plan. Regular

updates are shared with colleagues

both across the whole Group or

targeted by level or location via

email, our In Touch newsletter or our

One Hub intranet. Topics include

business updates, know how, events

and activities, learning opportunities

and wellbeing.

The CEO hosts a monthly One

Company call across the Group where

he provides business updates together

with other members of the Executive

Committee. Colleagues have the

opportunity to ask questions on Slido,

with colleagues voting for which

questions they are most interested in.

The Executive Committee has travelled

to each of our office locations over

the year to hold town halls and round

tables with colleagues.

Winning Organisation is one of our

key strategic initiatives in our Value

Creation Plan. We are reviewing

and improving our employee value

proposition, how we manage

talent and reward and evolving our

operating model.

More information can be found on

pages 30 to 33.

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Governance

Financial Statements

Supplementary Information

Introduction

I was delighted to join the business

in February 2024 at what was a

critical juncture as we embarked

on a plan to deliver material

value creation. In Per’s statement

he discusses the Value Creation

Plan and the strategy to deliver

it, and finance is a vital function

in ensuring successful execution.

When I started, I outlined three

key focus areas for the finance

function to ensure operational

excellence and drive value:

1. 2023 has been restated to reflect a prior year adjustment for gaming duties. See note 1 to the

consolidated financial statements for further information as well as Appendix 1 to the consolidated

financial statements for information on the impact to prior year APMs.

2. EBITDA is defined as earnings before interest, tax, depreciation and amortisation.

3. Statutory Operating expenses of £650.9m includes Operating expenses of £571.6m (being the

Operating expenses of £802.4m less depreciation and amortisation of £230.8m) and Exceptional

items – Operating expenses of £79.3m per the note 3 of the consolidated financial statements.

4. Statutory Depreciation and amortisation of £230.8m has been separated from Operating expenses

of £802.4m per the Consolidated Income Statement.

5. Foreign exchange adjustments of £6.6m gain within Cost of sales, £6.5m expense within Operating

expenses and £27.0m gain within Finance income and expenses.

Adjusted EBITDA is defined as operating profit or loss excluding share benefit charges, foreign

exchange, depreciation and amortisation, fair value gains and any exceptional items which are

typically non-recurring in nature. Further detail on exceptional items and adjusted measures is

provided in note 3 to consolidated financial statements.

In the reporting of financial information, the Directors use various APMs. These APMs should be

considered in addition to, and are not intended to be a substitute for, IFRS measurements. As they are

not defined by International Financial Reporting Standards, they may not be directly comparable with

other companies’ APMs. The Directors believe these APMs provide additional useful information for

understanding performance of the Group. They are used to enhance the comparability of information

between reporting periods and are used by management for performance analysis and planning.

Further detail on APMs is included in Appendix 1 to the consolidated financial statements.

Adjusted results

Exceptional items

and adjustments

Statutory results

2024

£’m

2023

£’m

2024

£’m

2023

£’m

2024

£’m

2023

£’m

Revenue 1,754.5 1,710.9 – – 1,754.5 1,710.9

Cost of sales (610.5) (581.4) 6.6 2.6 (603.9) (578.8)

Gross profit 1,144.0 1,129.5 6.6 2.6 1,150.6 1,132.1

Marketing expenses (268.1) (237.6) – – (268.1) (237.6)

Operating expenses

(562.4) (593.8) (88.5) (49.6) (650.9) (643.4)

Share of post-tax profit

of equity accounted

associate (1.0) 1.4 – – (1.0) 1.4

EBITDA

312.5 299.5 (81.9) (47. 0) 230.6 252.5

Depreciation and

amortisation

(122.2) (114 .0 ) (108.6) (114 . 3) (230.8) (228.3)

(Loss)/profit before interest

and tax 190.3 185.5 (190.5) (161.3) (0.2) 24.2

Finance income and

expenses (178.5) (173.7) 9.9 19.4 (168.6) (154.3)

(Loss)/profit before tax 11.8 11.8 (180.6) (141.9) (168.8) (130.1)

Taxation (40.6) 2 7. 5 18.0 37. 4 (22.6) 64.9

(Loss)/profit after tax (28.8) 39.3 (162.6) (104.5) (191.4) (65.2)

Basic (Loss)/earnings

per share (p) (6.4) 8.8 (42.7) (14.5)

Reconciliation of EBITDA to adjusted EBITDA, Adjusted

profit before tax and Adjusted profit after tax

Chief Financial Officer’s Report

Business &

financial

review

Improving sustainability

and enhancing long-

term profitability

Sean Wilkins

Chief Financial Officer

2024 was a year of

total transformation

for the business as we

position the Group

to deliver long-

term sustainable

profitable growth

and value creation,

through revenue

growth, higher

margins, and more

sustainable market-

leading positions.

Sean Wilkins

Chief Financial Officer

evoke plc Annual Report & Accounts 2024

including to ensure improved returns on our

promotional and marketing spend.

I am pleased with the turnaround in

short-term trading performance, and the

early benefits of some of the improved

mid and long-term capabilities we are

investing in, but there is more to do to

unlock the full potential of the business.

Our strategy is working, and with our

highly disciplined approach to capital

allocation we will continue to focus on

deleveraging to enhance the return on

equity, driving strong shareholder returns in

the coming years.

Summary

2024 Group revenue of £1,754.5m was

up 2.5% (2023: £1,710.9m) year-over-year,

driven by strong performance in UK&I

Online (+5.3%) and International (+7.3%),

which was partially offset by a decline in

UK Retail (−5.4%).

The decline in UK Retail primarily reflects a

tougher competitive environment, with our

gaming offering in particular having fallen

behind competition. As outlined earlier in

this report, we have already taken decisive

corrective actions to address this, including

a new management team and beginning

the rollout of 5,000 new best-in-class third-

party gaming cabinets.

UK&I Online growth was driven by gaming

(+9.4%) on the back of strong engagement,

product improvements and more efficient

bonusing. Betting revenue was down 1.3%

year-on-year, driven by an 11.5% decline

in staking, offset by an improved net win

margin, both of which partially reflect the

change in commercial approach to focus

on customer value not volume, including

through improved promotional efficiency.

Within International, Core Markets (Italy,

Spain, Denmark, Romania) combined

were up 21.5% (+24.9% in constant

currency), albeit this partly benefits from

the acquisition of Winner in October, with

organic growth of 19.2% excluding Winner.

Revenue from our Optimise Markets was

down 14.0% in the year, reflecting the exit of

Latvia in the prior year, lapping the dotcom

compliance changes in the first quarter,

the exit of US B2C, and the strategic shift to

focus on profitability and cash generation

from these markets.

Further segmental details and trends are

discussed within the segmental section

later in this statement.

Adjusted EBITDA for the year was £312.5m,

an increase of £13.0m (+4.3%) year-over-

year, driven by the increase in revenue

together with a focus on cost control and

an increasingly efficient operating model.

During the year we executed a £30m

cost optimisation programme, as well as

delivering further savings in the second half.

Cultural shift: we are driving and

embedding a cultural shift in mindset to

deliver value creation. I quickly restructured

the finance team upon joining, setting a

structure that will support greater precision

in our plans, and provide greater support to

our decision makers to drive high returns;

Optimal resource allocation: resource

allocation is fundamental to creating

value. Our exit and sale of B2C in the US is

a clear example of how we are improving

our resource allocation and making quick

decisions to drive superior returns. We will

only spend money where we are seeing

sustainable profitable returns and investing

in line with our strategy, such as our low-

capital high-impact acquisition of Winner

in Romania. We have built better ongoing

tracking and reforecasting to ensure we

are supporting execution so we can quickly

scale up or down investments; and

Operating leverage: this is a business

that fundamentally has high operating

leverage – we can service more customers

and deliver more revenue from our

scalable operations. This is about ensuring

we deliver efficient growth, through

continuing to take cost out of the business,

following our strategy to deliver a more

targeted business, investing in the right

products and brands in the right countries.

We are building a more scalable, more

efficient business, powered by intelligent

automation and AI.

As with any transformation of this scale, the

route to success is never a straight line. We

had some successes and some challenges

in the year, with the financial performance

being very much a tale of two halves.

In the first half our performance was

significantly behind where we expected

to be, driven by lower return on increased

marketing, and suboptimal previous

commercial decisions. We took decisive

corrective action to address this, including

changing personnel and commercial

approach and I was pleased to see the

results of our actions start to come through

in the second half, with significantly

improved performance and the business

returning to strong growth.

We have simultaneously focused on

driving the top-line performance while

ensuring efficiency through the cost base

to ensure we are utilising our resources most

effectively to drive operating leverage. We

executed and completed our £30m cost

optimisation programme in the first half,

and I am pleased to say we achieved £15m

further cost savings in the second half.

Not all of these will annualise into 2025 but

the drive for efficiency continues, and we

have significantly more robust tracking

of performance and costs in place now,

The £30m overhead saving was reinvested

into marketing, albeit as discussed above

this did not deliver the expected returns.

Adjusted EBITDA margin for the year was

17.8% (2023: 17.5%). This slight increase

primarily reflects operating leverage on the

increase in revenue.

Reported EBITDA declined by £21.9m to

£230.6m, with an increase in exceptional

costs of £26.7m, principally related to the

exit of US B2C and ongoing integration

and transformation.

The reported loss after tax of £191.4m

reflects the reported EBITDA as described

above, together with the impact of non-

cash accounting charges for purchase

price amortisation as well as the finance

costs related to the largely debt-funded

acquisition of William Hill.

Consolidated Income Statement

Revenue

Revenue for the Group was £1,754.5m

for 2024, an increase of 2.5% primarily

reflecting positive momentum in UK&I

Online, as well as Core International

performance across Italy, Spain, Denmark

and Romania. This was offset by a

decline in UK Retail due to challenging

conditions on the high street and the estate

falling behind competition, particularly

on gaming.

Revenue from sports betting was £628.9m,

representing a 3.1% decline. Stakes

were down 7.5%, offset by an increase

in betting net win margin from 12.1% to

12.7%. Both primarily reflect the customer

mix changes in the UK&I Online segment

as well as improvements in higher margin

products such as Bet Builder, leading to

structurally higher win margins. Gaming

revenue of £1,125.6m was up 6.0% year-

over-year, predominantly driven by our

improved product offering, focus on user

experience, as well as more targeted

promotional spend.

Cost of sales

Cost of sales mainly comprise of gaming

taxes and levies, royalties payable to third

parties, chargebacks, payment service

provider (‘PSP’) commissions and costs

related to operational risk management

and customer due diligence services.

Cost of sales increased to £603.9m from

£578.8m. The increase in cost of sales as a

percentage of revenue from 33.8% to 34.4%

primarily reflects the change in country mix

towards core markets which typically apply

with higher gaming tax rates.

Gross profit

Gross profit increased by 1.6% from

£1,132.1m to £1,150.6m and gross margin

decreased from 66.2% to 65.6%, reflecting

a higher proportion of revenue generated

from core markets which typically apply

higher gaming tax rates.

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Governance

Financial Statements

Supplementary Information

Chief Financial Officer’s Report continued

Marketing expenses

Marketing is a significant investment for our

Group to drive growth through investing

in our leading brands, as well as customer

acquisition and retention activities.

Marketing increased by 12.8% from £237.6m

in 2023 to £268.1m. The increase was driven

by significant investment in UK&I Online,

particularly in the first quarter as we sought

to reactivate and acquire significant

customer volume. While the spend was

effective at driving customer numbers, it

did not generate the returns we expected.

This represents a marketing to revenue ratio

(marketing ratio) of 15.3% (2023: 13.9%).

Operating expenses

Operating expenses mainly comprise

of employment costs, property costs,

technology services and maintenance,

and legal and professional fees.

Operating expenses increased to £650.9m

from £643.4m in 2023. This increase is

predominantly due to corporate transaction

related fees incurred in exceptional items, in

particular the costs of exiting US B2C.

EBITDA & Adjusted EBITDA

Reported EBITDA decreased by 8.7%

from £252.5m to £230.6m and included

£79.3m of exceptional costs primarily

relating to US B2C exit and integration

and transformation costs. On an adjusted

basis, the increase was 4.3% to £312.5m

from £299.5m, with an Adjusted EBITDA

margin of 17.8% compared to 17.5% in

2023. This was driven by strong second half

revenue performance and cost control as

described above.

Finance income and expenses

Net finance expenses of £168.6m (2023:

£154.3m) related predominantly to the

interest from the debt of £149.8m (2023:

£134.3m), which is net of foreign exchange.

The finance expense resulting from leases

was £6.4m (2023: £6.9m). The finance

expense from hedging activities was

£16.5m (2023: £17.2m) predominantly due

to foreign exchange movements.

Loss before tax

The net loss before tax for 2024 was

(£168.8m) (2023: £130.1m loss). On an

adjusted basis, profits remained in line at

£11. 8 m (2 02 3 : £11. 8 m).

Taxation

The Group recognised a tax charge of

£22.6m on a loss before tax of £168.8m,

giving an effective tax rate of −13.4% (2023:

tax credit of £64.9m and an effective tax

rate of 49.9%). The primary reasons for a tax

charge arising notwithstanding the overall

loss results mainly from unrecognised

interest deductions under the Corporate

Interest Restriction (“CIR”) rules in the UK,

non-deductible losses in the US on the sale

of the B2C business, and profits arising in

other jurisdictions.

On an adjusted basis, the Group

recognised a tax charge of £40.6m on

a profit before tax of £11.8m, giving an

effective tax rate of 344.1%. (2023: tax

credit of £27.5m and an effective tax rate

of −233.1%). This higher rate reflects primarily

the effect of the CIR rules and profits arising

in other jurisdictions.

Net loss and adjusted net profit

The net loss for 2024 was £191.4m (2023: net

loss of £65.2m). On an adjusted basis, profit

decreased by £68.1m from £39.3m in 2023

to a loss of £28.8m in 2024, reflecting the

items discussed above.

Earnings per share

Basic loss per share increased to 42.7p

(2023: loss of 14.5p) due to lower net profit,

with minimal change in the number of

shares in issue.

On an adjusted basis, basic loss per

share decreased by 172.7% to 6.4p

(2023: earnings per share 8.8p). Further

information on the reconciliation of

earnings per share is given in note 10 to the

financial statements.

Dividends

The Board of Directors is not recommending

a dividend to be paid in respect of the year

ended 31 December 2024 (2023: nil per

share). The Board’s decision is to suspend

payments of dividends until leverage is

at or below 3×, as previously announced

following the acquisition of William Hill.

Income Statement by segment

UK & Ireland (UK&I)

UK&I Online

Revenue increased by 5.3% to £693.2m

compared to £658.5m in 2023, reflecting

growth in gaming revenue of 9.4% driven by

continued improvements in product and

promotions. Sports Revenue decreased

by 1.3% with lower sports staking (11.5%

year-on-year) compensated by improved

sports net win margin (+1.1ppts year-

on-year) with some structural increase

in the margin driven by customer and

product mix changes, together with some

operator friendly results, particularly in the

fourth quarter.

Adjusted EBITDA decreased by £0.8m to

£142.7m, primarily driven by an increased

marketing investment that was not as

effective as expected, alongside a lower

gross margin due to product mix shift to

gaming and increased spend on free bets at

major events such as Cheltenham in H1 2024.

UK Retail

UK Retail revenue decreased by 5.4% to

£506.1m and Adjusted EBITDA decreased

by 32.9% to £66.4m, with UK Retail

continuing to face challenging conditions

on the high street, partly reflecting

the estate having fallen behind the

competition. Actions have been taken to

address this with the rollout of new gaming

cabinets, which began in Q4. The UK Retail

business has a high proportion of fixed

costs, meaning the revenue reduction

creates negative operating leverage and

drops to Adjusted EBITDA at a high rate.

There were 1,331 shops open at the

end of 2024 compared to 1,343 at the

end of 2023. The small reduction to the

already well optimised estate largely

reflects the impact of inflationary cost

increases making certain shops no longer

commercially viable.

International

International revenue increased by 7.3% to

£555.2m and adjusted EBITDA increased by

£30.6m compared to the previous period to

£130.0m. This is driven by double-digit growth

in the Core Markets of Italy, Spain, Denmark,

and Romania, which now represent over

68% of the division as of Q4 following the

acquisition of Winner in Romania. This growth

in the Core Markets was offset by reduced

revenues from Optimise Markets as the focus

switches to profitability and cash generation,

including exiting the US B2C business and the

sale of Latvia in June 2023.

Corporate costs

Corporate costs were £26.6m in 2024

compared to £42.3m in 2023. This is due

to a combination of the execution of the

cost optimisation programme, as well as

changes to the operating model impacting

the way costs are allocated to the divisions.

Statutory

Revenue Adjusted EBITDA

2024

£’m

2023

£’m

Change

from

year

% of

reported

revenue

(2024)

2024

£’m

2023

£’m

Change

from

year

% of

Adjusted

EBITDA

(2024)

UK Retail 506.1 535.0 (5.4%) 28.9% 66.4 98.9 (32.9%) 21.2%

UK&I Online 693.2 658.5 5.3% 39. 5 % 142.7 143.5 (0.6%) 45.7%

Total UK&I 1,199.3 1,193.5 0.5% 68.4% 209.1 242.4 (13.7%) 66.9%

International 555.2 517. 4 7. 3 % 31.6% 130.0 99.4 30.8% 41.6%

Corporate – – – 0.0% (26.6) (42.3) (37.1%) (8.5%)

Total 1,754.5 1,710.9 2.5% 100.0% 312.5 299.5 4.3% 100.0%

Income Statement by segment

The below table shows the Group’s performance by segment on a reported and

pro forma basis respectively:

evoke plc Annual Report & Accounts 2024

Exceptional items and adjustments

Total exceptional items in the year

amounted to £70.0m in 2024, up from

£43.6m in 2023.

Exceptional items are those items the

Directors consider to be one-off or material

in nature or size that should be brought

to reader’s attention in understanding

the Group’s financial performance. Refer

to note 3 to the consolidated financial

statements for further detail.

The integration programme now includes

additional transformation costs incurred

as a result of the actions taken by

management to simplify the operating

model, and drive efficiency through the

business and the supply chain, including

through the increased use of AI and

automation. These initiatives have and

will generate significant recurring cash

cost savings in addition to the costs and

savings related to the realisation of the

post-integration synergies between

William Hill and 888. Costs related to these

additional efficiency initiatives were £15m

in 2024 and are expected to be a further

£20m across 2025 and 2026. In 2026 we

also expect to incur an additional £30m

of platform integration costs, with all other

post-integration synergies still expected to

complete by the end of 2025.

The Group has incurred a total of £47.2m of

costs relating to the integration programme,

including £17.6m of platform integration

costs (2023: £23.3m), £2.4m of legal and

professional costs (2023: £2.4m), £15.7m of

redundancy costs (2023: £7.6m), £5.3m of

relocation and HR-related expenses (2023:

£5.3m), £4.0m of employee incentives as

part of the integration of William Hill and

888 (2023: £7.9m), £1.0m for corporate

rebranding costs (2023: nil) and £1.2m of

technology integration costs (2023: £2.8m).

The Group has incurred £32.1m of

corporate transaction costs in 2024. The

Group decided to conclude its partnership

with Authentic Brands Group and has

incurred £43.1m of fees in relation to the

closure of the US B2C business in the year.

These costs include £38.1m of termination

fees, £4.6m of employment costs, £1.6m

of costs for onerous contracts, £2.2m write

off a capitalised license fee and £1.3m

of other M&A fees including legal and

professional costs. These costs have been

offset by the profit earned on the sale

of player databases of £4.7m. As a part

of the Romania acquisition, the Group

recognised a gain on bargain purchase of

£13.4m. This is offset by exceptional costs

relating to the acquisition of £1.0m. The

remaining £1.4m relates to various smaller

M&A projects.

Adjustments reflect items that are recurring,

but which are excluded from internal

measures of underlying performance to

provide clear visibility of the underlying

performance across the Group, principally

due to their non-cash accounting nature.

They are items that are therefore excluded

from Adjusted EBITDA, Adjusted PAT and

Adjusted EPS.

The amortisation of the specific intangible

assets recognised on acquisitions has

been presented as an adjusted item,

totalling £108.6m relating to the William Hill

acquisition. This amortisation is a recurring

item that will be recognised over its

useful life.

The other items that have been presented

as adjusted items are, foreign exchange

gains of £27.0m (£37.6m in 2023),

amortisation of finance fees of £16.5m

(£17.2m in 2023), and share based payment

charge of £2.7m (credit of £0.5m in 2023).

Consolidated Statement

of Financial Position

Non-current assets decreased by £60.5m

to £2,238.0m compared to £2,298.5m at

2023, predominantly due to amortisation

of Goodwill and other intangible assets,

which have decreased by £49.0m, with the

amortisation charge outweighing additions

in the year. Property, plant and equipment

reduced from £91.7m in 2023 to £78.9m,

largely due to depreciation in the year,

and right-of-use assets increased by £6.5m

in the year to £84.5m, due to additions of

£37.6m offset by the depreciation charge

of £30.7m for the year.

Current assets are £432.5m, a decrease

of £16.6m compared to £449.1m at 2023.

Within this, cash and cash equivalents

increased by £9.2m to £265.4m from

£256.2m, which includes £118.3m of

customer deposits compared to £127.8m at

2023. Excluding client funds, cash and cash

equivalents increased from £128.4m in 2023

to £147.1m in 2024. Income tax receivable

reduced by £19.7m from £53.3m to £33.6m

in 2024. There was a £nil balance for

current derivative financial assets in 2024, a

decrease from the balance of £1.6m in the

prior year.

Current liabilities increased by £2.1m from

£666.9m at FY 2023 to £669.0m at 2024.

Trade and other payables have increased

by £3.6m to £391.1m due to accrual timing

differences. Provisions decreased by £6.5m

to £72.0m, which includes provisions of

£62.4m for gaming tax in Austria. Current

derivative financial liabilities also increased

by £7.8m in the year to £31.3m at 2024.

Non-current liabilities were £2,097.3m, an

increase of £83.7m from the balance of

£2,013.6m at 2023. This is primarily due

to the increase in borrowings of £75.9m

following the drawdown of the Revolving

Credit Facility as well as an increase

in provisions of £24.7m, largely due to

the recognition of £16.6m of provisions

in the year relating to the exit of the

US B2C business. In addition, the non-

current derivative financial instruments

decreased by £14.1m. Lease liabilities have

increased by £4.2m due to additions in the

year. Additionally, provisions of £129.5m

include £112.9m for customer claims

that are currently recognised as non-

current liabilities.

Net liabilities of £95.8m for 2024 was a

decrease of £162.9m compared to net

assets of £67.1m at 2023.

Operating exceptional items

2024

£’m

2023

£’m

Regulatory provisions and associated costs – 3.4

Integration and transformation costs 47. 2 49. 3

Corporate transaction-related costs 32.1 (0.1)

Total exceptional items before tax 79.3 52.6

Interest expense on US exit provision 0.5 –

Total exceptional items before tax 79.8 52.6

Tax on exceptional items (9.8) (9. 0)

Total exceptional items 70.0 43.6

Adjustments:

Fair value gain on financial assets – (4.1)

Amortisation of finance fees 16.5 17. 2

Amortisation of acquired intangibles 108.6 114 . 3

Foreign exchange (27.0) ( 3 7. 6)

Share-based charge/(credit) 2.7 (0.5)

Total adjustments before tax 100.8 89. 3

Tax on adjustments (8.2) (28.4)

Total adjustments 92.6 60.9

Total exceptional items and adjustments 162.6 104.5

Exceptional items and adjustments

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Governance

Financial Statements

Supplementary Information

The earliest maturity of this debt is in 2026,

which is £11.0m, with most of the debt

maturing across 2027, 2028 and 2030. In

addition to this, the Group has access to a

£200m Revolving Credit Facility with £150m

available until 2028 and the additional

facility of £50m available through to

December 2025, which was drawn down

by £85.0m at 31 December 2024 (undrawn

at 31 December 2023).

The debt is across GBP sterling, Euro and

US Dollar; with 25% (2023: 49%) of the debt

in Euro; 74% (2023: 44%) in GBP and 1% in

USD (2023: 7%). The Group has undertaken

hedging activities such that 94% (2023: 70%)

of the interest is at fixed rates and 6% (2023:

30%) at floating rates.

The net debt balance at 31 December

2024 was £1,787.7m with a net debt to

EBITDA ratio of 5.7×. This compares to

£1,757.2m and 5.9× respectively as at 31

December 2023. The increase in net debt

is predominantly due to the RCF draw

down (£85.0m), which was required to

fund operations given the increased

exceptional costs and interest in the year.

This is partly offset by lower transaction fees

following the refinancing, and a higher

cash balance.

Sean Wilkins

Chief Financial Officer

31 March 2025

Chief Financial Officer’s Report continued

Cash flows

Overall, the Group had a cash inflow of

£9.2m in the year, compared to an outflow

of £61.4m in 2023. This resulted in a cash

balance of £265.4m as of 31 December

2024 (£256.2m at 31 December 2023),

although this included customer deposits

and other restricted cash of £118.3m, such

that unrestricted cash available to the

Group was £147.1m compared to £128.4m

in 2023.

Cash flow from operations was an inflow

of £226.5m compared to £151.4m in 2023.

This increase was due to working capital

movements from timing of accruals.

Disposals of £4.7m in 2024 relate to

proceeds on sale of part of US business

received in 2024. In the prior year, £41.8m

inflow related to the sale of non-core assets

including the Latvia business and the sale

and leaseback of certain freeholds.

Capital expenditure was £93.4m in

2024, an increase from £68.4m reflecting

investment in product development to

drive sustainable growth.

Included within net movement in

borrowings is drawdown on the Revolving

Credit Facility (‘RCF’) of £85.0m (£115.0m

remaining), movements relating to the

refinancing in May 2024 with £383.4m

repaid on the Euro TLA debt and £400.0m

received as part of the new GBP fixed rate

notes. Furthermore, there was £36.2m of

payments of lease liabilities.

Net interest paid of £160.9m predominantly

related to the borrowings undertaken.

Other movements included £4.2m

outflow predominantly due to funding of

888AFRICA, as well as dividend income

received from associates of £0.6m and Net

foreign exchange losses of £20.1m.

Net debt

The gross borrowings balance as at

31 December 2024 was £1,839.8m. This

balance is now presented including

derivatives (£40.5m) so as to more

accurately reflect the underlying liability at

maturity, taking account of the hedges the

Group has in place to fix the currency and

interest rates.

In May 2024, the Group successfully

refinanced the Euro TLA and replaced

it with GBP fixed notes, improving the

debt profile by extending the maturity

of £400m by two years out to 2030;

improving the fixed/floating mix; and

more closely aligning the debt currency

mix to underlying cash generation. The

Group continues to assess all opportunities

to optimise its debt capital structure and

manage its debt facilities.

2024

£’m

2023

£’m

Cash generated from operating activities before working capital 206.7 224.5

Working capital movements 19.8 (73.1)

Net cash generated from operating activities 226.5 151.4

Acquisitions (4.1) –

Disposals 4.7 41.8

Capital expenditure (93.4) (68.4)

Net movement in borrowings incl loan transaction fees 60.1 (35.8)

Interest paid (160.9) (138.1)

Settlement of derivatives – (10.8)

Other movements in cash incl FX (23.7) (1.5)

Net cash inflow/(outflow) 9.2 (61.4)

Cash balance 265.4 256.2

Gross debt (1,839.8) (1,798.0)

Net debt (1,787.7) (1,75 7.2)

Cash flows

2024

£’m

2023

£’m

Borrowings (1,737.7) (1,661.1)

Loan transaction fees (61.6) (96.6)

Derivatives (40.5) (40.3)

Gross borrowings (1,839.8) (1,798.0)

Lease liability (95.0) (87. 6)

Cash (excluding customer balances) 147.1 128.4

Net debt (1,787.7) (1, 75 7.2)

LTM pro forma adjusted EBITDA 312.5 299. 5

Leverage 5.7× 5.9×

Net debt

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Governance

Financial Statements

Supplementary Information

Risk Management

commitment to maintaining high

standards. This comprehensive approach

ensured consistent compliance across

business units.

• Strengthening of ERMF for better

alignment with the Value Creation Plan:

In 2024, the Company strengthened its

Enterprise Risk Management Framework

(ERMF) to better align with its Value

Creation Plan. By updating the risk

methodologies, the Company ensured

that risk management was closely tied

to strategic objectives. This alignment

enabled the Company to proactively

manage risks and drive value creation.

• Additional training and investment

in risk and compliance initiatives:

The Company invested heavily in

additional training and development

initiatives in 2024. New e-learning

modules, dedicated workshops, and

comprehensive communications on

best risk practices were delivered to

colleagues across the business. These

efforts ensured that employees were

well-equipped to manage risks and

maintain compliance.

• Automation and AI risk adoption: In

2024, the Company appointed a new

Artificial Intelligence and Intelligent

Automation Director to oversee

transformational changes in this space.

The focus was on developing AI solutions

conscientiously and sustainably, ensuring

that automation efforts aligned with

the Company’s risk management and

compliance goals. This strategic move

positioned the Company at the forefront

of AI adoption in risk management.

Key priorities for 2025

• Fostering a robust risk culture: Making

sure every employee comprehends

and prioritises risk management as

evoke continually strengthens a culture

of risk awareness, accountability,

and engagement through targeted

training, communication, and

recognition programmes.

• Enhancing risk technology and analytics:

Investing in risk management technologies

and advanced data analytics techniques,

including artificial intelligence, machine

learning, and predictive analytics, to

extract actionable insights, facilitating

informed decision-making and proactive

risk management strategies.

• Encouraging innovation in risk

management: Promoting innovative

risk management practices, including

the adoption of agile methodologies

and novel solutions to complex

risk challenges, ensuring resilience

and competitiveness.

Introduction

Our commitment to compliance

is at the core of our operations,

driving continuous enhancements

in risk management across the

Company. We are committed

to active and effective risk

management, creating

and protecting value for the

organisation and helping us

deliver on our strategic priorities.

2024 has been a pivotal year for evoke,

as we have successfully established and

integrated our Enterprise Risk Management

Framework throughout the organisation,

while ensuring it aligns with our new

strategy and Value Creation Plan. The

scale of transformation in the business

has been significant, and the risk function

plays a vital role in ensuring the long-term

sustainability and success of our business

through this process.

In 2024, we made substantial improvements

to the Group’s risk profile, underscoring

our steadfast dedication to strengthening

our control environment. Through strategic

initiatives and enhanced governance

measures, we have significantly bolstered

our resilience to emerging risks while

fostering a culture of accountability

and transparency.

Key developments in 2024

• Leading AML practices: The Company’s

Anti-Money Laundering (AML) practices

received particularly strong feedback

from regulatory bodies, including the GB

Gambling Commission and the Danish

AML regulator. Following rigorous reviews

and audits, the Company was praised for

its robust AML framework. This recognition

underscores the Company’s dedication

to preventing financial crime and

maintaining regulatory compliance.

• Continued integration of risk

management within wider organisation:

Throughout 2024, the Company made

significant strides in embedding risk

management across first and second line

roles. By integrating risk management

processes into everyday operations, the

Company ensures that risk awareness

and mitigation is a core part of the

organisational culture. This holistic

approach enhanced the Company’s

ability to manage risks effectively.

• Group-wide licensing and compliance

approach: The Company continued

to administer a diligent and robust

approach to licensing and compliance.

Positive feedback from multiple

regulators and third-party assurance

providers highlighted the Company’s

Harinder Gill

Chief Risk Officer

Improving

sustainability

Our top priority is

to ensure the long-

term sustainability

and success of

the business, and

effective risk

management plays

a critical role in

achieving this goal.

Harinder Gill

Chief Risk Officer

evoke plc Annual Report & Accounts 2024

• Keeping up with regulatory changes:

Monitoring and adapting to evolving

regulatory requirements and industry

standards, actively participating in

consultations where possible, to achieve

optimal outcomes for our business

and customers.

• Ongoing improvements: Regularly

assessing the effectiveness of risk

management strategies, frameworks,

and processes, utilising lessons learned

to drive continuous improvement and

resilience in the face of evolving threats

and uncertainties.

Enterprise Risk Management

Framework

Our mission to delight players with world-

class betting and gaming experiences is

underpinned by a robust risk management

strategy. The Group Enterprise Risk

Management Framework (ERMF) is integral

to this strategy, managing Evoke’s overall

risk exposure, generating competitive

advantages, and creating business

opportunities. This framework addresses

internal and external threats, operational

risks, and the wider risk landscape,

ensuring a consistent approach across

the organisation. It provides assurance to

management and the evoke Board that

operations remain within risk tolerance

levels while maintaining compliance with

relevant regulations. The ERMF is overseen

by the Chief Risk Officer (CRO), with

maintenance and enforcement managed

by the risk management function. Joint

executive oversight is provided by the

Executive Risk & Sustainability Committee

and ratified by the Board. The Board Audit

& Risk Committee is actively involved in

Non-Executive oversight of key risks as

reported against the Board Risk Appetite

Statement and receives regular reports

in line with its terms of reference and the

matters reserved for Board under the

Articles of Association.

The ERMF’s objectives are to embed risk

management throughout the evoke

Group, fostering a strong, sustainable, and

engaged culture. It empowers evoke

to swiftly respond to risk incidents, key

risk issues, and long-term threats, while

outlining procedures, behaviours, and

internal controls that enable best-in-class

risk and business decisions. By articulating

our Risk Appetite, as set by the Board,

the ERMF balances risk-taking with

commercial objectives, driving growth

and protecting our customers, colleagues,

reputation, shareholders, and the broader

communities within which we operate.

to ensure appropriate ownership and

resolution oversight. Each team has

a dedicated governance champion

to ensure a single point of contact to

enhance responsibility and effectiveness,

with all colleagues aware of their local

committee/reporting channels and

relevant terms of reference which

outlines the scope of each governance

reporting channel.

By embedding these principles, we

support the effective implementation

and alignment of our risk strategy with

the overall Company goals, fostering a

culture of accountability and proactive

risk management.

An overview of the Group’s risk

management governance structure along

with key responsibilities is outlined below.

Risk governance

Whilst ultimate corporate governance

arrangements for evoke Group are

coordinated by the Company secretariat

in line with Group Board accountability, it

is necessary for each function to operate

an effective governance structure to

execute its objectives. Specifically, the Risk

function operates robustly within its risk

governance framework, ensuring strong risk

governance practices.

High standards are expected of all

colleagues and stakeholders throughout

governance processes and reporting, from

identification to assessment and timely

provision of material. Strong adherence

to good governance is the responsibility

of all colleagues at evoke. Colleagues

are encouraged to assist in reporting and

issue resolution, provide challenge where

necessary, and collaborate creatively

Divisional committees and forums

Board Audit & Risk Committee

The Board sets the Risk Appetite for

the Group which is aligned with

strategic objectives. This is monitored

and overseen by the Board Audit &

Risk Committee, which oversees the

effectiveness of the Risk Management

Framework; and ensures compliance

with policies and procedures.

Board ESG Committee

The Board ESG Committee provides

Board-level oversight of evoke’s ESG

strategy, targets and progress against key

performance indicators.

Financial crime Compliance Data protection ESG

Committees and forums have delegated authority from the Executive Risk &

Sustainability Committee to support the Group Chief Risk Officer in exercising specific

and topical risk management responsibilities, playing a crucial role in promoting a

culture of risk awareness, compliance and accountability.

Executive Risk &

Sustainability Committee

Executive Committee

The Executive Risk & Sustainability Committee provides executive oversight over the

implementation and execution of the Risk Management Framework to support the

Board in managing principal and emerging risks to its long-term strategic objectives,

including its impact on its sustainability strategy. It provides comprehensive analysis

and recommendations to the Executive Committee, assisting it in making informed

decisions, contributing to the overall success and sustainability of the organisation.

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Governance

Financial Statements

Supplementary Information

Risk Management continued

Risk accountability

In 2024, we continued to strengthen our

accountability structure across each

of our business units and supporting

functions, following the introduction of

key roles in 2023. These roles, including

Accountable Executives, Risk Owners

and Risk Champions, have now been

in place for a full year and have been

pivotal in embedding risk management

best practices.

Throughout the year, these individuals

have worked closely with Accountable

Business Risk Partners in the specialist risk

management team to own risk registers

and encourage strong risk identification

from the bottom up. This increased

accountability across first-line teams has

provided tangible benefits, enhancing

our ability to be proactive and sensitive

to changing risk landscapes. Their

expertise and dedication have reinforced

our commitment to proactive risk

management and governance, enabling

us to navigate challenges with confidence

and uphold our commitment to delivering

sustainable value to our stakeholders.

Risk strategy

Our risk strategy is geared towards

identifying, assessing, and optimising

both risks and opportunities, enabling us

to navigate uncertainties while driving

sustainable value creation for our

stakeholders. It involves:

• Comprehensive risk assessment: We

conduct thorough assessments to identify

and evaluate potential risks that could

impact our business operations, financial

performance, and reputation.

• Opportunity-centric approach: Our risk

strategy incorporates an opportunity-

centric mindset, where we actively seek

out and capitalise on opportunities for

strategic growth and differentiation.

We leverage market trends, customer

insights, and emerging technologies to

identify and pursue opportunities that

align with our business objectives.

• Risk-informed decision-making: We

integrate risk considerations into our

decision-making processes, balancing

the potential risks and rewards

associated with various initiatives and

investments. This enables us to make

informed decisions that optimise risk-

adjusted returns and maximise value

creation while managing potential

downside risks.

• Operational resilience and business

continuity: We prioritise operational

resilience and business continuity,

implementing robust plans and measures

to ensure the continued delivery of

critical services and functions during

disruptive events.

• Horizon scanning and emerging risks: We

conduct horizon scanning exercises to

identify emerging trends, technologies,

regulatory changes, and market

dynamics that could pose risks or create

opportunities for our organisation.

• Staff wellbeing and engagement: We

prioritise the wellbeing and engagement

of our staff, investing in training,

development, and support programmes

to empower our staff to identify and

respond to risks and opportunities in their

areas of expertise.

By adopting a proactive approach to risk

management that considers both risks and

opportunities, we aim to unlock value, drive

innovation, and sustain long-term success

for our organisation and its stakeholders.

Through strategic risk-informed decision-

making, and staying vigilant to emerging

risks and opportunities, we strive to position

ourselves for growth and resilience in an

increasingly complex and competitive

business landscape.

Risk testing & monitoring

evoke’s second line of defence supports

the delivery of the Group’s strategy

and Value Creation Plan by providing a

comprehensive approach to identifying,

assessing, managing, and monitoring risks

across the entire organisation.

Over the past two years, evoke has

invested in providing assurance over

its regulatory compliance risks and

established industry standards and

best practices executed through the

compliance assurance framework. Driven

through innovative, data-led testing

and monitoring dashboard capabilities,

Regulatory Compliance Assurance

delivered the Group’s first 12-month cycle

of assurance testing in 2024. Taking a

risk-based approach, key areas of focus

included assuring UK Safer Gambling and

Anti Money Laundering policies, processes

and controls.

This continuous testing, evaluation and

improvement of our control environment is

fundamental to ensuring robust regulatory

compliance and mitigating against

potential regulatory enforcement actions.

The monitoring framework continued to

support proactively monitoring key risk

indicators across the Group, whilst meeting

key milestones within the monitoring

delivery roadmap; and implementing

various 888 & WH compliance dashboards

for the Spanish market.

Key priorities for 2025

• Based on the proactive risk

management capability delivered

through the assurance framework, evoke

has committed to expand its second

line capability during 2025, to provide

assurance that the Company’s wider

risk management processes and

practices are adequate and effective

in identifying, assessing, and mitigating

risks. Therefore, broadening assurance

beyond compliance risk to include

strategic, operational, and financial risks.

• Continue with the delivery of the

compliance monitoring roadmap.

Artificial intelligence and intelligent

automation governance framework

As the industry increasingly embraces

artificial intelligence (AI) and intelligent

automation (IA), we recognise the

transformative potential and are eager

to integrate these technologies into our

operations. Like many organisations,

we see the immense value of AI and

generative AI, but we also acknowledge

the inherent risks that come with this

adoption, both in the development and

deployment of AI and IA technologies, and

in the tools we procure.

As we plan to increasingly integrate AI and

IA into our operations, we recognise the

importance of a robust risk governance

framework to ensure responsible and

ethical deployment, prioritising the

safety and wellbeing of our customers,

employees, and evoke. In 2024, we have

prioritised the deployment of a sustainable

AI and IA risk governance framework,

integrated within our broader Enterprise

Risk Management system.

evoke plc Annual Report & Accounts 2024

Risk appetite

The Group’s risk appetite is to take on

calculated and manageable risks that

are aligned with the strategic objectives.

Whilst we continue to take our regulatory

and compliance obligations seriously and

will aim for minimal risk exposure, we are

prepared to take risks in other areas, where

we have the ability to create value through

selective risk taking in accordance with our

risk appetite, while having the necessary

tools and capability to effectively manage

the exposure.

The Board-level risk appetite is defined

for level two risk categories of our risk

taxonomy, which consists of 32 sub-

categories of the four level one risks faced

by our business: Strategic; Financial;

Operational; and Regulatory. It is formally

articulated through the Risk Appetite

Statement (RAS) and consists of both

qualitative statements, which articulate

acceptable levels of risk for the risk

categories, and quantitative metrics, which

monitor actual risk exposure.

The adopted risk appetite determines

our approach to risk management, the

level of controls applied and therefore the

resources allocated.

We have defined Board-level Key Risk

Indicators with three tier tolerance

thresholds defined. Level one and two

breaches act as early warning indicators

and suggest that while risks are operating

within acceptable risk appetite levels, they

are approaching the maximum tolerance

level. Further action is then taken to ensure

risks remain within an acceptable level.

The level three threshold is the upper limit

of risk and once reached, indicates that

risks are outside acceptable risk appetite.

Immediate action needs to occur to bring

risks within acceptable levels.

The following principles guide the Group’s

overarching appetite for risk and determine

how these are managed.

Strategic

• The Group’s strategic goals centre

on enhancing our Customer Value

Proposition and creating competitive

advantages through data-led insights

and intelligent automation and delivering

excellence through our products and

technology. Whilst the business maintains

a conservative stance towards risks

that may compromise its brand and

reputation, it is prepared to accept

higher levels of risk within its discretion

to enhance agility in addressing the

demands of a dynamic and evolving

business regulatory landscape.

• The Company is dedicated to building a

sustainable business and the Group has

a low tolerance to risks that could disrupt

the critical foundations of its strategy

and mission.

Financial position

• The Group upholds prudent financial

management practices to maintain a

strong stable financial position, which

includes effective budgeting, cash flow

management, and debt management

to optimise liquidity and ensure long-term

financial sustainability.

• Our capital allocation strategy is guided

by a disciplined approach to prioritise

investments that support our strategic

objectives and generate sustainable

returns. We evaluate risk-adjusted

returns, assess capital requirements, and

optimise our capital structure to enhance

shareholder value.

• We are committed to transparent

financial reporting, providing accurate

and timely information to stakeholders.

This involves adhering to accounting

standards and regulations, as well as

implementing robust internal controls to

safeguard financial integrity.

Operational activities

• The Group prioritises operational

efficiency whilst ensuring returns are

in line with our risk tolerance. We drive

efficiencies across various operational

functions to enhance profitability.

• Upholding the highest standards of ethics

is paramount within our organisation.

We foster a culture of integrity, ensuring

compliance with laws and regulations.

Any attempts to defraud, misappropriate

assets or circumvent policies are met with

zero tolerance.

• As an online B2C and B2B business,

the reliability and security of our IT

infrastructure is critical for maintaining

regulatory compliance and customer

loyalty. We maintain a conservative

attitude towards technology disruptions

given their potential to significantly

impact core business operations.

• We are dedicated to customer

excellence by providing a highly

personalised customer-led offering

allowing them to navigate our products

and services seamlessly, while providing

resources and tools that enable them to

make informed decisions and top-tier

customer service.

Regulatory compliance

• The business embeds a proactive

compliance culture throughout the

organisation, ensuring adherence to

regulatory requirements. This involves

transparent governance, continuous

training and robust monitoring supported

by clear roles and accountabilities.

• We engage with regulatory authorities,

industry associations and stakeholders

to keep abreast of regulatory changes,

contributing to best practices and

advocating responsible gambling

measures. This collaborative

approach prioritises player safety and

social responsibility.

• We integrate compliance into strategic

planning and decision-making processes

to anticipate compliance challenges,

mitigate risks and identify opportunities

for sustainable growth.

• We are committed to continuous

improvements with regular reviews

and updates to policies, procedures

and controls to ensure adaptability to

evolving regulatory landscapes and

emerging risks.

Risk culture is the

values, beliefs,

knowledge and

understanding about

risk, shared by a

group of people with

a common purpose.

Risk appetite

Amount and type of risk we are willing to

accept to meet our strategic objectives.

Risk tolerance

Maximum risk we are willing

to take.

Risk target

Optimal level of risk we want

to take.

Risk limit

Thresholds to monitor

actual risk exposure and

its deviance from target

or tolerated risk levels.

No appetite

Low

Moderate

High

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Governance

Financial Statements

Supplementary Information

Risk Management continued

Risk culture

At evoke, we understand that the most

powerful aspect shaping our approach to

risk at every level is our risk culture. In 2024,

our risk culture continued to be set from the

top, with a clear statement of intent from

the Board articulated through the Board

Risk Appetite Statement and the values

outlined in our corporate strategy. Each

of the evoke corporate values have been

aligned with our risk approach, ensuring

they are embedded throughout the

organisation’s risk culture.

We are proud of our values, which

inherently shape our risk culture and

contribute to our risk culture principles.

Striving to ensure these risk values are

embedded throughout our Company risk

culture remains a priority. This strong risk

culture has led to tangible outcomes and

observable benefits, such as improved risk

identification and mitigation, enhanced

decision-making processes, and increased

resilience to changing risk landscapes. In

2024 we provided enhanced risk training

and tailored workshops to all colleagues,

supporting our continual improvement of

risk awareness. These benefits empower

and encourage all our colleagues to

identify and mitigate threats, explore

opportunities, and achieve the Company’s

mission as one team.

Risk management methodology

Our risk management methodologies

draw from a range of industry best-

practice and established guidance,

including the Institute of Risk Management,

ISO 31000, and Committee of Sponsoring

Organiations, COSO framework, to provide

robust and comprehensive coverage

of risks from identification through to

monitoring.

In 2024, we enhanced our risk

management methodologies further by

extending the use of our established risk

methodologies and applying these to risk

opportunities. This supported our Value

Creation Plan by utilising the same rigorous

process used to treat threats and using that

to consider how uncertainties and changes

to our business environment can be used as

opportunities to raise our game and drive

improved experiences for our customers

and value for our stakeholders.

Business continuity

We operate a Business Continuity

Management System (BCMS) which covers

all global offices and locations where it

is deemed to be beneficial in supporting

our business, our customers, and our

colleagues or is a regulatory requirement.

The programme is aligned to the principles

of ISO 22301:2019.

The firm operates a mixed work area

recovery strategy, which includes work

transfer, work from home and standing

down of non-critical activities.

The BCMS is supported by a Group-wide

Business Continuity Policy and a Group-

wide Major Incident Management

(MIM) Framework.

MIM is used to support any unplanned

events which have the potential to, or

cause actual major disruption to the

business. The MIM process is subject to

regular review and testing and was most

recently invoked to successfully manage

any operational impacts arising from the

outbreak of war in Israel, where we have

a large local office, in October 2023.

Emerging risks

Emerging risks are new and evolving

threats that can significantly impact

business operations. These risks, often

external and uncertain, stem from changes

in the markets where the Company

operates. The Group proactively manages

these risks to mitigate their impact on

strategic goals.

Examples include global economic

shifts, rising geopolitical instability, the

ongoing war in Ukraine, technological

advancements like AI, climate change,

cybersecurity threats, and supply

chain disruptions.

3. Respond: Following the risk assessment, we then

need to develop strategies or responses to manage

the risks effectively. This stage includes selecting

appropriate actions, based on their prioritisation

and impact assessment. Controls implemented

to treat a risk are considered on the basis of both

design and performance effectiveness and are

regularly assessed through control testing to ensure

that the risk response is effective and appropriate.

4. Monitor: This stage focuses on continuously

monitoring risk factors, tracking the effectiveness

of risk responses and adjusting strategies as

needed to ensure ongoing risk management

and mitigation. We utilise metrics such as Key Risk

Indicators and other performance management

activity, reported regularly through the risk

governance structures from local levels, through

to the Executive Committee and Board, based

on severity. If there are any material changes

to the performance of a given risk, then this

will trigger further risk activity. Our regulatory

assurance team provides additional second line

of defence oversight, which provides continuous

monitoring and testing through target reviews.

2. Assess: The assessment stage involves analysing

and evaluating these risks considering both their

likelihood of occurrence and the potential impact

they might have on the organisation using an

enhanced risk assessment matrix. In this step, we

calculate the inherent risk and assess any existing

controls to arrive at a residual risk rating, which is then

calibrated against our Board-level risk appetite. This

step helps prioritise risks based on their significance.

1. Identify: The initial stage involves identifying and

recognising risks that could impact our objectives.

This phase requires comprehensive examination

of potential events, their causes and potential

consequences, whether they are opportunities

(upside risks) or threats (downside risks). This includes

Business as Usual risk management through risk

as well as ad hoc risk incident management.

Identify

Respond

Assess

Monitor

evoke plc Annual Report & Accounts 2024

Principal risks and uncertainties

The principal risks and uncertainties that

are considered to have a potentially

material impact on the Group’s strategic

objectives are set out on the following

pages, along with more detailed

commentary and a summary on how

the Group mitigates these risks in the

context of our Board Risk Appetite. This

list is not exhaustive but encompasses

management’s assessment of those risks

which require considered response at

this time.

Links to strategic outcomes

1. Drive profitable and sustainable

revenue growth

2. Improve profitability and efficiency

through operating leverage

3. Deleverage through disciplined

capital allocation

Risk

category

Risk

summary

Summary Accountable

executive

Strategy

link

Impact Risk trend

Strategic

risks

Strategic

execution

Strategic execution risk refers to potential for

failure or underperformance in implementing

evoke’s strategic plans or initiatives.

Chief Strategy

Officer

1, 2, 3 Major Stable

risk

ESG The risk that the business does not

meet its environmental, sustainability or

governance objectives.

Chief Strategy

Officer

1, 2

Moderate Stable

risk

Financial

risks

Market The risk that changes in financial market

prices, interest rates, exchange rates,

and market volatilities lead to issues with

suppliers and lenders, increased costs, and

reduced profitability.

Chief Financial

Officer

2, 3 Major Stable

risk

Liquidity

& leverage

The risk that the business is unable to meet its

immediate and future cash flow obligations,

coupled with the risk arising from excessive debt

or leverage in the capital structure. This dual risk

can hinder evoke’s ability to access necessary

capital for growth and strategic execution.

Chief Financial

Officer

1, 2, 3

Major Stable

risk

Operational

risks

People The risk that the business fails to retain key

colleagues or recruit sufficient experienced

employees to achieve its Value Creation Plan.

Chief People

Officer

1, 2 Moderate Stable

risk

Third-party The risk of potential threats and vulnerabilities

arising from the involvement of external

parties, such as vendors, supplies, contractors,

and partners.

Chief Financial

Officer

1, 2

Major Stable

risk

Information

security

The risk of potential threats and vulnerabilities that

can compromise the confidentiality, integrity,

and availability of the business information assets.

It involves the unauthorised access, disclosure,

alteration, destruction, or disruption of sensitive

information including data, systems, networks,

and applications.

Chief

Information

Technology

Officer

1, 2

Major Stable

risk

Product &

technology

The risk of material adverse outcomes in

development, production, or distribution of

products and content, alongside vulnerabilities in

using, deploying, and managing technology.

Chief

Information

Technology

Officer

1, 2

Major Stable

risk

Regulatory &

compliance

risks

Regulatory

& comp-

liance

The risk of potential failure to adhere to relevant

laws, regulations and industry standards including

safer gambling practices and tax regulations.

Such non-compliance could materially affect

the Company’s offering, financial performance,

and legal and regulatory position.

Chief Risk

Officer

1, 2 Major Stable

risk

Anti-Money

Laundering

(AML)

The risk of not meeting the regulatory

requirements in relation to AML and Counter

Terrorist financing. Online platforms can be

attractive targets for criminals to launder illicit

funds by depositing and withdrawing large sums

in singular/multiple transactions.

Chief Risk

Officer

Moderate Decreasing

risk

Key

Impact

Negligible

Minor

Moderate

Major

Critical

Trend

Increasing

risk

Stable

risk

Decreasing

risk

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Governance

Financial Statements

Supplementary Information

Risk Management continued

Strategic execution risks

The Group’s Value Creation Plan (VCP) is fundamental

to driving shareholder value and maintaining market

confidence. Successful execution of strategic initiatives and

clear alignment of business decisions with the VCP are critical

to achieving our strategic objectives and ensuring long-

term sustainability.

The current business environment demands a delicate balance

between addressing immediate operational challenges and

implementing long-term strategic transformation. This complex

landscape is further complicated by evolving regulatory

requirements and the need to maintain operational excellence

while undertaking significant organisational change.

Poor execution of the VCP could result in multiple adverse

impacts, including share price underperformance, loss of

stakeholder confidence, and employee disengagement.

Resource constraints, coupled with competing

priorities between regulatory compliance projects

and strategic initiatives, pose significant challenges to

successful implementation.

How we manage and mitigate the risk

The business has established a strong governance framework

to ensure the effective execution of its strategic initiatives,

minimising risks and driving alignment with its long-term

objectives. Central to this is the One Company programme

governance, which fosters collaboration and oversight across

the organisation. Regular progress reviews of VCP initiatives

are conducted to monitor performance, address challenges,

and ensure timely delivery. Clear communication of the

strategy across the organisation ensures that all employees

are aligned with the business’s goals, while transparent

updates on transformation benefits and progress help

maintain engagement and trust among stakeholders.

To enhance accountability, clear KPIs are defined for each

strategic element, ensuring measurable progress and

ownership at all levels. Regular employee feedback sessions

are also conducted to gather insights, address concerns,

and promote a culture of continuous improvement. Agreed

budgets, managed by the Strategic Initiative (SI) Executive

Committee sponsor, ensure that the necessary resources are

available to deliver on strategic plans effectively. Additionally,

strong governance mechanisms, including regular Steering

Committees (steercos), are in place to identify and escalate

potential delays, enabling timely corrective actions.

This comprehensive approach ensures that strategic

execution risks are proactively managed, allowing the

business to deliver on its commitments while maintaining

operational excellence and stakeholder confidence.

ESG risks

The Group faces significant Environmental, Social, and

Governance (ESG) risks, which include challenges such as

player safety and climate change. Climate-related risks, in

particular, present unique challenges due to their non-linear

nature, and the complexity of forecasting. A critical aspect of

this risk lies in the Group’s supply chain, as 95% of its emissions

are Scope 3 emissions. We continue to engage with our supply

chain to better understand their climate strategies, targets

and transition plans in order to ensure alignment with our

own goals.

We aim to ensure we are a sustainable business with improving

ESG ratings to enhance our ability to raise capital, secure

investment, and enhance our valuation multiple. Lower ratings

from key agencies could increase the cost of capital and limit

the Group’s valuation, while also damaging its reputation in

the market.

How we manage and mitigate the risk

The Group has implemented a robust framework of policies,

procedures, and controls to mitigate ESG risks and align with

its sustainability objectives. ESG has also been included as

a strategic initiative in the VCP, ensuring extra investment

and the embedding of sustainability across the Group. ESG

practices are fully integrated into the business strategy,

supported by Executive Committee sponsorship and overseen

by a dedicated Board-level ESG Committee. This governance

structure ensures that ESG considerations are embedded

across all aspects of the Group’s operations and decision-

making processes.

To monitor environmental impact, the Group conducts

annual data collection through its carbon collection partner

focusing on Scope 3 emissions. While data gaps currently

limit more frequent reporting, quarterly emissions tracking is

produced by procurement to monitor year-on-year progress.

Additionally, a monthly Emissions Working Group, comprising

Procurement, Retail, ESG, and Tech teams, drives emissions

reduction initiatives across the business. These efforts are

complemented by an annual ESG Rating Review, which

includes competitor benchmarking and sector analysis to

evaluate performance against key ratings agencies.

The Group has also established a structured process for ESG

data collection and reporting, ensuring transparency and

identifying progress or areas for improvement. A dedicated

ESG Reporting role has been created to oversee reporting

processes and analyse emerging ESG requirements, ensuring

compliance with evolving standards. Through its Players,

People, Planet strategy, the Group continues to drive

proactive improvements, demonstrating annual progress

to ratings agencies and reinforcing its commitment to

sustainability and corporate responsibility.

Key

Impact

Negligible

Minor

Moderate

Major

Critical

Trend

Increasing risk

Stable risk

Decreasing risk

Accountable

executive

Chief Strategy

Officer

Impact

Major

Risk trend

Stable

risk

Accountable

executive

Chief Strategy

Officer

Impact

Moderate

Risk trend

Stable

risk

evoke plc Annual Report & Accounts 2024

Market risks

The Group is exposed to market risks, including fluctuations

in foreign exchange (FX) rates and interest rates, which

can impact profitability, cash flow, and financial stability. A

substantial portion of the Group’s deposits and revenues are

generated in GBP, EUR, and other currencies, while operating

expenses are primarily incurred in GBP, EUR, ILS, and RON,

with additional exposure to SEK and PLN. This mismatch

between revenue and expense currencies, combined with

debt servicing costs denominated in USD and EUR, creates

vulnerabilities to adverse FX rate movements.

The Group is also exposed to interest rate risks and has

implemented hedging strategies that have secured the

majority of its interest costs at fixed rates for the next two years.

While this provides some stability, movements in market interest

rates could still result in higher borrowing costs. Conversely,

the Group also faces the risk of missing opportunities to lock in

lower interest rates if too much of its debt remains fixed. These

fluctuations in interest rates could divert financial resources

away from critical areas such as growth initiatives, marketing,

and the development of new products and projects,

ultimately impacting the Group’s ability to execute its

strategic objectives.

These market risks, driven by FX and interest rate volatility,

underscore the challenges of managing a global financial

profile and maintaining financial resilience in a dynamic

economic environment.

How we manage and mitigate the risk

The Group has implemented a range of measures to mitigate

market risks associated with FX and interest rate fluctuations,

ensuring alignment with its financial strategy and operational

needs. Currently, a significant proportion of the Group’s debt is

denominated in GBP, aligning with the currency composition

of the Group’s earnings and reducing exposure to FX volatility.

Additionally, cross-currency interest rate swaps are in place

to hedge against FX risks, further stabilising the Group’s

financial position.

To address interest rate risks, the Group adheres to its treasury

policy, which stipulates that a minimum of 50% of debt should

be at fixed rates, with a target of 70%. This policy provides

a structured approach to managing interest rate exposure

while allowing flexibility to adapt to market conditions.

Debt maturity timelines are carefully managed to provide

opportunities to take advantage of potentially lower market

rates, ensuring the Group can optimise its borrowing costs.

These measures, combined with ongoing monitoring and

strategic adjustments, enable the Group to effectively

mitigate market risks, ensuring financial stability and resilience

in the face of FX and interest rate volatility.

Liquidity & debt/leverage risks

Liquidity risk arises from the possibility that the Group may

have insufficient funds to settle its liabilities as they fall due.

While the Group generates strong operating cash flows and

maintains sufficient cash balances to meet anticipated

working capital requirements, there is a risk that external

shocks, underperformance, or the maturity of bank facilities

could result in insufficient liquidity to service debts, pay

suppliers or cover significant obligations, such as UK gaming

tax payments. Such scenarios could lead to default on debt

payments, acceleration of Group debt repayments, and

additional penalties or costs, further straining the Group’s

financial position.

Debt and leverage risks also pose significant challenges.

The Group’s leverage could fail to meet its stated strategic

leverage targets due to earnings underperformance or FX

rate shocks. This could result in a default on bank covenants,

triggering the acceleration of debt repayments and

damaging the Group’s market reputation. Furthermore, a

significant decline in credit ratings or a downgrade in the debt

capital markets could restrict the Group’s ability to raise funds

to support growth, execute strategic initiatives, or capitalise

on new opportunities. These risks highlight the importance of

maintaining financial flexibility and access to capital to sustain

operations and drive future growth.

How we manage and mitigate the risk

The Group actively manages liquidity and debt risks through

rigorous cash flow forecasting, disciplined capital allocation,

and proactive debt management strategies. Leverage is

monitored on a regular basis to ensure alignment with the

Group’s financial targets and banking covenants. Cash flow

is forecasted daily, monthly, and annually, providing a clear

view of liquidity needs and enabling timely decision-making.

To further support liquidity, the Group maintains a £150m

Revolving Credit Facility (RCF), which is specifically sized to

accommodate planned working capital volatility, potential

growth plans, and strategic initiatives.

Reducing leverage remains a key priority, with a strong focus

on cash generation and debt reduction. This includes the

suspension of dividends until leverage is reduced to below

3×, reflecting a disciplined approach to capital allocation.

Management also conducts regular stress tests and reverse

stress tests to identify potential conditions that could

compromise liquidity. Based on these assessments, plans

are developed and actions implemented to conserve or

generate cash, mitigating the risk of adverse scenarios.

The Group’s proactive approach to liquidity management

ensures it has the flexibility to meet its obligations, support

growth, and navigate potential external shocks. By

maintaining robust forecasting processes, leveraging its RCF

facilities, and prioritising debt reduction, the Group is well-

positioned to manage liquidity and debt risks effectively while

continuing to deliver on its strategic objectives.

Accountable

executive

Chief Financial

Officer

Impact

Major

Risk trend

Stable

risk

Accountable

executive

Chief Financial

Officer

Impact

Major

Risk trend

Stable

risk

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Governance

Financial Statements

Supplementary Information

Risk Management continued

People risks

The Group’s colleagues are essential to its operational

success and strategic objectives, but it faces risks related

to retention of senior leadership roles and engagement

as a whole. Overall Company attrition has been steadily

decreasing throughout 2024, which is partially attributed to

the lack of movement in the jobs market and static economic

environment is a factor. At the same time, the high number of

redundancies in 2024 and the requirement to pivot to a new

strategy and way of working have impacted engagement

scores. Fewer colleagues are actively leaving the business but

colleagues are not feeling fully engaged, the result of which

can lead to a decrease in productivity.

These risks threaten the Group’s ability to maintain a

skilled, motivated, and engaged workforce, impacting

operational efficiency, financial performance, and long-term

strategic goals.

How we manage and mitigate the risk

The Group closely monitors engagement scores, and regularly

runs listening sessions in local offices, or virtually, to understand

the experiences of our colleagues. This is managed formally

through the Retail Colleague Forum for Retail employees.

After noting a decrease in engagement across the non-

Retail population at the mid-year, a clear engagement

plan was put in place with accountability at Executive

level to address engagement challenges, with business unit

specific actions plans created to collaboratively commit

to change. The Group implemented enhanced processes

for performance management, training programmes,

and career action plans to ensure employees remain

motivated and productive. Compliance and governance

frameworks, such as mandatory training and oversight

committees, ensure operational and regulatory standards are

continuously upheld.

To mitigate the risk of leadership attrition reaching the point

of operational disruption, a specific set of listening and

engagement sessions were put in place, whereby confidential

‘stay’ meetings were offered to every senior leader, and

anonymous feedback was played back to the Executive

team. This resulted in a set of actions to drive senior leadership

engagement in Q3, and by the end of 2024 we experienced

the highest senior leadership engagement scores on record.

Third-party risks

The Group relies heavily on third-party suppliers to deliver a

number of critical services, including technology, payment

processing, marketing, gaming products, sports content,

and media. Effective management of these relationships

is essential to achieving strategic objectives and ensuring

operational continuity. Failures or disruptions in supplier

services, such as outages, insolvency, or non-compliance,

could lead to significant operational, financial, and

reputational impacts. Additionally, supplier-side compliance

failures, such as breaches of GDPR or regulatory licences,

could result in fines, legal claims, and reputational damage.

The Group also faces risks related to strategic partnerships,

such as B2B gambling services in the United States, where

meeting contractual obligations and maintaining compliance

are critical to long-term growth. Specific risks include service

outages from key providers, which could disrupt betting

markets, customer experience, and revenue streams.

How we manage and mitigate the risk

The Group mitigates third-party risks through a comprehensive

framework of control measures. Selected key suppliers

are managed through established supplier relationship

management practices, including ensuring contracts with

robust safeguards, commercial & performance reviews,

contingency plans and insurance coverage. evoke conducts

financial and risk assessments when onboarding and during

the supplier relationship lifecycle, ensuring suppliers are

financially stable and operationally reliable. For relevant

suppliers, periodic checks, such as licence validations for

PSPs and SLA monitoring, are also conducted to ensure

compliance and service continuity.

Ongoing monitoring systems are in place to detect outages

or disruptions in real time, with automated mechanisms to

prevent further impact, such as halting bets during system

failures. Incident escalation processes and corrective

actions help ensure swift resolution of issues. These measures,

combined with supplier oversight, strong contractual

clauses, and third-party risk assessments by InfoSec and Data

Protection teams, ensure the Group maintains operational

resilience and mitigates risks associated with third-

party dependencies.

Accountable

executive

Chief People

Officer

Impact

Moderate

Risk trend

Stable

risk

Accountable

executive

Chief Financial

Officer

Impact

Major

Risk trend

Stable

risk

Key

Impact

Negligible

Minor

Moderate

Major

Critical

Trend

Increasing risk

Stable risk

Decreasing risk

evoke plc Annual Report & Accounts 2024

Information security risks

The Group faces significant information security risks, including

cyber-attacks such as Distributed Denial of Service (DDoS),

phishing, malware, and unauthorised access to sensitive

systems or data. These risks extend to the potential theft,

misuse, or exposure of customer and business data by

both internal and external entities, as well as vulnerabilities

introduced through manual processes, misconfigurations,

or inadequate security controls. Such incidents could result

in regulatory fines, reputational damage, loss of customer

trust, and operational disruptions. Additionally, the Group is

exposed to risks from third-party vendors with weak security

postures, legacy systems that lack proper patching, and

inconsistent access management practices, which could lead

to data breaches, fraud, or system compromise.

The loss of availability of critical technology systems, whether

due to cyber-attacks, insider threats, or physical disasters,

could disrupt operations, cause revenue loss, and lead to

breaches of regulatory obligations. Vulnerabilities in the

Group’s internal network, cloud systems, or CI/CD pipelines

could expose sensitive information or allow attackers to

exploit production systems. These risks are compounded

by the increasing sophistication of external attacks, such as

automated credential attacks, which can overwhelm public-

facing services and degrade customer experience.

How we manage and mitigate the risk

To mitigate risks to our business and technology infrastructure,

the Group employs a comprehensive set of measures, these

include robust access management processes. Employee

clearance and deactivation processes for leavers are in place

to prevent unauthorised access. Multi-factor authentication

(MFA) is implemented for key systems, and permissions are

regularly reviewed to ensure compliance with the principle of

least privilege.

The Group leverages advanced security measures, including

anti-DDoS services, encryption of key data stores, and

automated vulnerability scans and patching. Security

monitoring tools, combined with network segmentation

and secure remote access solutions, help detect and

respond to threats. Disaster recovery and business continuity

processes are regularly tested and enhanced, with daily

backups and cloud-based ERP systems ensuring resilience.

Dual authorisation for payments, combined with strong

authentication methods (e.g. 2FA, physical tokens), mitigates

financial risks.

To address third-party risks, the Group enforces contractual

controls, performs regular security reviews, and educates

stakeholders on ISO 27001 governance. Data loss

prevention (DLP) controls, secure development practices,

and application security tooling are applied to protect

sensitive information. Security education programmes and

predefined action plans for incidents further strengthen the

Group’s defences.

Accountable

executive

Chief Information

Technology Officer

Impact

Major

Risk trend

Stable

risk

Product & technology risks

As a company, we acknowledge the critical importance of

innovation and digital transformation in driving growth and

maintaining competitiveness. However, we recognise that

these initiatives come with inherent risks, particularly as we

consolidate multiple systems and pursue the development

of a unified, scalable global technology platform. This

transformation introduces short-term complexities and

challenges, including potential operational disruptions, system

failures, and resource constraints.

The causes of these risks include the complexity of integrating

legacy systems, dependencies on third-party suppliers, and

the fast-paced nature of technological advancements.

Additionally, the reliance on outdated systems, and

the need to modernise our applications further amplify

these challenges. The rapid scaling of automation also

contributes to the potential for errors, inefficiencies, and

operational disruptions.

Operational disruptions, such as unplanned outages or

system downtimes, can hinder critical business activities,

disrupt customer experiences, and lead to financial losses.

Legacy system dependencies increase the likelihood of data

loss, inefficiencies, and challenges in maintaining business

continuity. Poor implementation of new features, outdated

applications, or inadequate product communication can

negatively affect customer satisfaction, retention, and

acquisition. Failures in regulatory APIs, governance gaps,

or delays in adapting to regulatory changes can result in

operational halts, legal scrutiny, and reputational damage.

Scalability and capacity constraints, driven by high

demand on systems and resource limitations, can result in

performance degradation, outages, and delays in delivering

critical projects.

How we manage and mitigate the risk

Our Product & Technology teams prioritise compliance-driven

initiatives to ensure we consistently meet regulatory objectives

while delivering exceptional customer experiences aligned

with our Group Customer Value Proposition.

Accountable

executive

Chief Information

Technology Officer

Impact

Major

Risk trend

Stable

risk

Information security risks continued

Ongoing initiatives include migrating legacy systems to

centralised platforms, enhancing logging and monitoring

capabilities, and improving patch management

policies. Future plans focus on expanding access reviews,

implementing a centralised asset management system,

and upgrading security controls in critical projects and

cloud architectures. These measures collectively enhance

the Group’s ability to prevent, detect, and respond to risks,

ensuring compliance with regulatory requirements and

safeguarding customer and business data.

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Governance

Financial Statements

Supplementary Information

Risk Management continued

Regulatory & compliance risks

Compliance with regulatory requirements is critical to

maintaining the Group’s licences, protecting customers, and

ensuring business continuity. With the majority of revenue

generated from licensed jurisdictions and an increasing

number of countries introducing regulations, the importance

of adhering to these requirements continues to grow.

The complexity of the regulatory landscape, including

jurisdictional nuances, evolving requirements, and

heightened scrutiny, poses significant risks. These include the

potential for financial penalties, reputational damage, and

operational disruptions.

The risk of non-compliance extends to areas such as

inadequate data governance, failure to meet reporting

deadlines, and breaches of safer gambling or marketing

regulations. Additionally, changes in legislation, such as

amendments to the UK Gambling Act or new jurisdictional

requirements, could restrict product offerings, impose stricter

customer checks, or limit marketing activities, leading to

reduced revenue, and customer attrition.

Reputational damage is a critical concern, as regulatory

breaches can erode customer trust and stakeholder

confidence. High-profile fines or licence suspensions could

also attract negative media attention, further impacting the

Group’s standing in the market.

Accountable

executive

Chief Risk

Officer

Impact

Major

Risk trend

Stable

risk

Key

Impact

Negligible

Minor

Moderate

Major

Critical

Trend

Increasing risk

Stable risk

Decreasing risk

Product & technology risks continued

To manage and mitigate risks effectively, we focus on

ongoing monitoring of critical systems, phased rollouts of

new features, and scaling infrastructure to handle increased

demand during major events. Automated processes enhance

operational efficiency and reduce manual dependencies.

Governance frameworks, including formal reviews, consistent

testing, and data reconciliation during migrations, ensure

system integrity and accuracy.

We address risks as they arise through monitoring alerts,

escalation processes, and incident management. Regular

performance tracking, incident reviews, and post-mortem

documentation drive continuous improvement. Dedicated

project teams and steering committees oversee critical

initiatives, ensuring risks are identified and mitigated

throughout the project lifecycle. For legacy systems

or outdated technologies, targeted solutions, such as

issuing specific product versions or incentivising upgrades,

minimise impact.

Scalability and resilience are supported by automated

systems like AWS auto-scaling, failover plans, alternative

site arrangements, and remote work capabilities, ensuring

business continuity during disruptions.

Progress is tracked through rigorous quarterly planning and

prioritisation, with key initiatives aligned to strategic objectives.

By combining robust governance, proactive risk management,

and a focus on compliance and customer experience, we

deliver world-class betting and gaming experiences while

safeguarding the long-term sustainability of our business.

evoke plc Annual Report & Accounts 2024

Anti-money laundering risks

Ensuring compliance with Anti-Money Laundering (AML)

and Counter-Terrorist Financing (CTF) regulations is critical to

maintaining our licences and protecting the business from

financial crime. The nature of online gambling, as highlighted

by the EU Supranational Risk Assessment 2022, presents a

very high risk for money laundering and terrorist financing in

the absence of effective controls. This risk is exacerbated by

the complexity of jurisdictional regulations, evolving criminal

techniques, and inconsistencies in processes and systems

across brands.

Accountable

executive

Chief Risk

Officer

Impact

Moderate

Risk trend

Decreasing

risk

Regulatory & compliance risks continued

The growing complexity of the Group’s regulatory footprint,

legacy systems, and operational challenges, increases

the likelihood of non-compliance. This risk is amplified by

jurisdictional differences, frequent regulatory changes, and

the need for robust relationships with regulators to navigate

these challenges effectively.

How we manage and mitigate the risk

We manage regulatory and compliance risks through a

structured and proactive approach that combines robust

governance, continuous monitoring, and the integration

of systems and processes. Our compliance framework is

designed to ensure adherence to legal and regulatory

requirements across all jurisdictions in which we operate, while

also addressing the complexities of evolving regulations and

heightened scrutiny from regulators.

To remain aligned with regulatory expectations, we routinely

consult with external advisers in key jurisdictions, ensuring

we are informed of any changes in laws or regulations that

may impact our operations. This is supported by regular

engagement with regulators, either directly or through local

representatives, to stay updated on technical standards,

regulatory developments, and expectations. These

interactions enable us to adapt our operations and services

promptly to meet compliance requirements.

We also prioritise employee training and awareness, with

mandatory training programmes and regular updates to

ensure all colleagues understand their compliance obligations.

This is complemented by governance frameworks, such as

Compliance Committees and oversight mechanisms, which

provide a structured approach to managing compliance risks

and ensuring alignment with business objectives.

In addition, we leverage technology to support compliance

with safer gambling regulations and data protection

requirements. Systems are configured to enforce regulatory

controls, such as stake limits and self-exclusion measures, while

our data protection framework is overseen by a dedicated

Group Data Protection Officer. This ensures compliance

with privacy regulations and safeguards customer and

employee data.

By integrating governance, technology, and continuous

monitoring, we maintain a comprehensive compliance

framework that mitigates risks, ensures regulatory adherence,

and supports the sustainable growth of the business.

Anti-money laundering risk continued

Key risks include failures in customer due diligence (CDD),

inadequate monitoring of transactions, ineffective reporting

mechanisms, and gaps in staff training and competence.

Jurisdictional nuances, such as differing thresholds and

regulatory requirements, create further challenges in aligning

policies and processes, potentially leading to operational

inefficiencies and regulatory breaches.

The potential impacts of these risks are severe, including

regulatory sanctions, significant financial penalties, licence

suspensions or revocations, and legal action against the

Company or its executives. Reputational damage is also

a critical concern, as regulatory failings can erode trust

with customers, stakeholders, and regulators. These risks

underscore the importance of maintaining robust governance

and oversight to mitigate the threat of financial crime and

ensure compliance with AML regulations.

How we manage and mitigate the risk

evoke plc prohibits establishing or maintaining relationships

with individuals or entities appearing on relevant sanctions

lists or prohibited by applicable law or regulation. To mitigate

the risks of financial crime, we maintain a comprehensive

anti-financial crime compliance framework, supported by

dedicated resources, robust governance, and a combination

of systems, processes, and oversight mechanisms.

Two dedicated Money Laundering Reporting Officers (MLROs)

oversee AML and CTF compliance across the Group – one

for the UK and another for international jurisdictions. They are

supported by dedicated teams that manage jurisdiction-

specific risks and address regulatory developments. Regular

meetings of the Group Financial Crime Committee are

conducted to discuss jurisdictional concerns, with escalation

to the respective Compliance Committees and the Executive

Risk & Sustainability Committee as necessary. An AML

Scorecard monitors performance against agreed metrics,

with a phased rollout across jurisdictions based on risk.

Additionally, a jurisdictional policy framework is maintained,

with ongoing reviews and updates to ensure alignment with

regulatory requirements.

We utilise advanced systems for Politically Exposed Persons

(PEP) and sanctions screening, supported by clear procedural

documentation for PEP case reviews and monthly quality

assurance checks. Suspicious activity is managed through a

structured reporting process, with a SAR dashboard in place

to ensure timely and accurate reporting.

Automated thresholds are in place to monitor customer

activity, such as net losses, and technical controls trigger

CDD checks at regulatory thresholds. Governance processes

ensure that AML-related policies and procedures are

reviewed, approved, and updated regularly, with oversight

from key stakeholders. The Compliance Assurance team

conducts thematic reviews of high-risk areas to identify and

address potential gaps.

Our AML compliance programme is further supported by

regular horizon scanning to identify emerging risks and

regulatory developments, as well as strong collaboration

between AML and international compliance teams to share

findings and best practices. These measures, combined with

ongoing staff training and independent internal audits, ensure

that our controls remain effective, responsive, and aligned

with regulatory expectations.

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Governance

Financial Statements

Supplementary Information

Viability Statement

In accordance with provision 31

of the UK Corporate Governance

2018 (the Code), the Group has

assessed their prospects over

a longer period than the 12

months required by the Going

Concern assessment.

The Directors confirm that they have a

reasonable expectation that the Group will

continue to operate and meet its liabilities

as they fall due, over a three-year period to

December 2027. In making this statement,

the Board has assessed the Company’s

current position, its prospects and its

strategy, as well as performed a robust

assessment of the principal risks facing

the Company both individually and in

aggregate, including those risks that could

potentially threaten the Group’s business

model, future performance, solvency

or liquidity.

The nature of the risks and opportunities

faced by the Group (in particular, the

actual or possible impact of future fiscal

and regulatory changes, regulatory actions

and the pace of technological change)

limits the Directors’ ability to make reliable

longer-term predictions. Accordingly, the

Board has agreed to maintain a three-year

horizon to allow for a greater degree of

certainty in its assumptions.

The Directors’ assessment includes a

financial review, which is derived from

the Group’s detailed bottom-up budget

for 2025 and from the medium-term

Group’s indicative forecast growth rates

for 2026 and 2027, being the most recent

Board-approved forecasts. It identifies the

expected cash flows, net debt headroom

and funding covenant compliance

throughout the three years under review.

With respect to the period assessed, the

Directors have considered:

• The Group’s resilience to threats to its

viability in a broad range of severe but

plausible scenarios; and

• Both qualitative and quantitative

analyses, including the combined

impact of the crystallisation of multiple

risks simultaneously, which the Directors

consider sufficiently robust to make a

sound statement.

• That the Group will be able to refinance

debt within the three-year horizon of

the assessment.

The principal risks facing the Group, and

how the Group addresses such risks, are

described in this Strategic Report, and the

key risks are summarised in the section

‘Principal risks and uncertainties’ which

can be found on pages 53 to 59. The most

relevant of these risks to the viability of the

Group were considered to be:

• Changing regulation in Online, and

specifically: the impact of a potential

introduction of affordability measures

in the UK; a maximum stake on online

slot machines in the UK; the impact

of potential new regulations in the

European countries in which we operate;

the impact of any breach of licence

conditions or that underlying contracts

in question are null and void given local

licensing regimes;

• Reputational impact and fines from

regulators if we have a breach in our

compliance procedures that results

in a failure to meet the expectations

of regulators, our shareholders and

broader stakeholders;

• A major cyber-attack and/or data

protection violation, resulting in the loss

of availability of our online offering,

reputational damage and fines for

breach of GDPR regulations;

• Delivery and timing of the Group’s

return on marketing investment, resulting

in reduced revenues in the markets

targeted; and

• The impact of increasing interest rates on

the Group’s floating rate debt.

Sensitivity analysis on these risks has been

undertaken to stress test the resilience of

the Group. The sensitivity analysis considers

all of the Group’s principal risks and models

the impact of those considered relevant

to the Group’s viability. This modelling

tests a number of the main assumptions

underlying the forecasts, as well as

effective mitigation that could occur to

avoid or reduce the impact or occurrence

of the risk. The mitigations identified by

the Group include but are not limited to

drawing down on the revolving credit

facility (£150m maturing January 2028, of

which £65m currently remains undrawn),

stopping or decreasing non-essential

capital investment and variable costs

including marketing spend.

Through this analysis, the Directors have

a reasonable expectation that no single

event or plausible combination of events

would be sufficient to impact its viability,

and even under the most severe but

plausible combination of events the Group

will be able to continue in operation and

meet its liabilities as they fall due over the

three-year period of assessment.

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Governance

Financial Statements

Supplementary Information

Our Board

The focus of the Board in

2024 was the execution

of key strategic initiatives

to return to growth.

Following the significant

changes to the management

of the business in 2023, the

Board presided over the

execution of key strategic

initiatives to return the Group

to growth in 2024. The Board

believes the reformed

Executive Committee

reflects the correct balance

of expertise and skills to

successfully deliver on the

strategic objectives of the

business for long-term success.

1. Lord Jon Mendelsohn

Chair

Tenure: 4 years Age: 58

Experience: Lord Mendelsohn

was appointed as Non-

Executive Chair of the Board

in March 2021. He is an

experienced gambling sector

professional with more than

20 years’ industry experience

that includes co-founding

Oakvale Capital LLP, a leading

M&A and strategic advisory

boutique focusing on the

gaming, gambling and sports

sectors. He also serves as Senior

Adviser to Value Retail Plc and

RG Advisors.

Lord Mendelsohn was

appointed to be a Working

Peer in the House of Lords in

October 2013. He has served as

a Shadow Minister for Business,

International Trade, Innovation

and Industrial Strategy.

He formerly co-founded

a corporate and public

affairs consultancy and is an

investor in early stage and

growth companies.

Committees:

2. Anne de Kerckhove

Senior Independent

Non-Executive

Tenure: 7 years Age: 52

Experience: Anne was

appointed Senior Independent

Director in March 2021 and

Workforce Engagement

Designated Non-Executive in

July 2022.

Anne is Chair of Eagle Eye

Solutions Group Plc, a SaaS

company in loyalty and

promotions systems; Chair of

Moneyhub, a data company

in the fintech space; Chair

of the Pebble Group Plc, a

provider of products, services

and technology to the global

promotional products industry;

and a Non-Executive Director

of Blackbird plc, a cloud video

editing and publishing platform.

Previously, she was the CEO

of Freespee, Iron Capital

and the Managing Director

EMEA for Videology, Global

Director of Reed Elsevier,

and COO and International

Managing Director at Inspired

Gaming Group. Anne is an

angel investor and mentor

for early-stage start-ups and

entrepreneurial funds including

CRE and Daphni. She holds a

Bachelor of Commerce from

McGill University and an MBA

from INSEAD.

Committees:

3. Per Widerström

Chief Executive Officer

Tenure: 1 year Age: 59

Experience: Per was appointed

as the Group’s Chief Executive

Officer and joined the Board

from 16 October 2023.

Per has more than 18 years

of experience in the online

gaming industry, having most

recently held the position of

CEO at Fortuna Entertainment

Group, a market-leading omni-

channel betting and gaming

business across Central and

Eastern Europe, from 2014

to 2022.

Prior to Fortuna, Per held a

succession of senior roles

across leading online gaming

businesses from 2006 onwards,

including Managing Director of

Gala Interactive at Gala Coral

Group Plc, Chief Operating

Officer of PartyGaming plc,

Chief Integration Officer at

Bwin.Party Digital Entertainment

Plc, and group CEO and Chair

of the Board at Expekt.com.

Prior to joining the gaming

industry, Per held a range

of senior operational and

commercial roles at large

global organisations, including

Committee key

Audit & Risk Committee

Nominations Committee

Remuneration

Committee

ESG Committee

Gaming Compliance

Committee

Chair

evoke plc Annual Report & Accounts 2024

COO of Kyivstar, CEO of Telenor

Mobile Sweden, and Director,

Operational Marketing and

Business Development for The

Coca-Cola Nordic Services.

Per holds a Masters in

International Accounting and

Finance from the London

School of Economics.

4. Sean Wilkins

Chief Financial Officer

Tenure: 1 year Age: 55

Experience: Sean was

appointed as the Group’s Chief

Financial Officer and joined the

Board from 1 February 2024.

Sean has 18 years of

experience in CFO roles at both

private and public companies,

having most recently held

the position of Group CFO of

Superbet, a leading omni-

channel betting and gaming

business with operations

primarily across Romania,

Poland, Serbia and Belgium.

Prior to Superbet, Sean held

CFO roles at several consumer-

facing businesses including Big

Bus Tours, Domino’s Pizza Group

PLC, Tesco Malaysia, Tesco

Telecom, and O2 Asia.

Sean is a chartered

management accountant

and holds a Bachelors degree

in Philosophy, Politics and

Economics from Oxford University.

5. Mark Summerfield

Independent Non-Executive

Tenure: 6 years Age: 58

Experience: Mark was

appointed as Non-Executive

Director and Chair of the Audit

(now Audit & Risk) Committee

in September 2019.

Mark worked as a Chartered

Accountant for KPMG in the

UK and US for 29 years, 18 as

a partner. His roles included

Global Head of Gaming, UK

Head of Audit for Technology,

Media and Telecoms (TMT)

and UK Head of Assurance.

He has extensive knowledge

and experience in auditing,

financial reporting and

governance, as well as mergers

and acquisitions and capital

market transactions.

Mark spent most of his career

working for companies in the

TMT and leisure sectors and

built KPMG’s gaming practice,

working with a number of

online gaming operators. He

was also William Hill’s interim

CFO for 15 months from July

2016, helping set the Group’s

strategic direction and assisting

with its transformation and

technology programmes.

Committees:

6. Limor Ganot

Independent Non-Executive

Tenure: 5 years Age: 52

Experience: Limor was

appointed as a Non-Executive

Director of the Company in

August 2020. She is managing

partner of Gefen Capital, a

US-Israeli venture capital

fund that invests in disruptive

technologies; a board member

of Diners Club Israel; a member

of the management of the

Israeli friends of the Weizmann

Institute of Science, which

is one of the world’s leading

multidisciplinary basic research

institutions in the natural and

exact sciences; and former

co-CEO of Alon Blue Square

Israel. She is a certified public

accountant who started her

professional journey in the

corporate finance division

at KPMG and received

her Bachelor of Science in

Accounting and Economics

from Tel Aviv University.

Committees:

7. Andrea Gisle Joosen

Independent Non-Executive

Tenure: 3 years Age: 61

Experience: Andrea was

appointed as a Non-Executive

Director of the Company in

July 2022.

Andrea is a highly experienced

Non-Executive Director, having

held leadership positions

across multiple international

technology and consumer

industries companies.

Andrea currently is a Non-

Executive Director of Viaplay

Group AB, a public Swedish

premium TV subscription

company, Zühlke, a private Swiss

consultancy company, as well as

of Logent AB, a private logistics

services company and Stadium

AB, a family owned leading

sports retailer in Scandinavia.

Andrea previously chaired

Sweden-headquartered Acast

AB, Bilprovningen AB and

Charge Amps AB, and was a

Non-Executive Director at Currys

plc, Billerud AB, ICA Gruppen,

James Hardie Industries plc

and Mr Green & Co, the online

gaming business which was

acquired by William Hill plc in

2018. During her executive career,

Andrea has held numerous

leadership roles in the media and

technology sectors including as

CEO of Boxer TV Sweden and as

Managing Director of Nordics

for Panasonic, Chantelle Group

and Twentieth Century Fox.

Andrea has a BSc in Business

Administration and MSc in

International Marketing from

Copenhagen Business School.

She has also completed

Executive Education at

Harvard Business School in

both Effective Negotiations

and Audit Committees in a

New Era of Governance.

Committees:

8. Ori Shaked

Non-Executive

Tenure: 3 years Age: 41

Experience: Ori was appointed

to the Board in September 2022.

He is a gaming entrepreneur and

experienced game producer.

He was previously employed by

the Group until 2017 as a game

producer, online marketer and

business development manager.

Ori acts as an early-stage investor

in gaming and blockchain start-

up companies. He holds a BA in

Business Management from Tel

Aviv University.

Ori is not considered

independent following his

appointment by the Group’s

largest shareholder, Salix Trust

Company (BVI) Limited, in bare

trust on behalf of Dalia Shaked,

in line with its right to appoint a

non-executive director.

Committees:

9. Susan Standiford

Independent Non-Executive

Tenure: <1 year Age: 57

Experience: Susan was

appointed as a Non-Executive

Director of the Company from

1 November 2024.

Susan is currently an

Independent Non-Executive

Director and Chair of the

technology committee at Stibo

Software Group A/S, which

provides software solutions

for data management

and media and publishing

verticals, and a Non-Executive

Director at Didimo, a visual AI

company. She was previously

an Independent Non-Executive

and Chair of the technology

committee at SimCorp, a

Danish FinTech company.

Previously in her executive career

she has held several leadership

positions including Chief Product

and Technology Officer at

StepStone, Chief Technology

Officer at IKEA Retail, CTO and

COO at Zeal Network, and CTO

at RueLaLa. Susan brings 30 years

of product, technology and

managerial experience from

various industries at companies

such as Oracle, Disney, and

Travelocity. Susan is active

in the startup and scale up

communities as a mentor, adviser

and angel investor. She holds a

BA from the University of Illinois.

Committees:

Non-executive skills

and experience

Lord

Mendelsohn

Anne de

Kerckhove

Mark

Summerfield

Limor

Ganot

Andrea Gisle

Joosen

Ori

Shaked

Susan

Standiford

Finance, audit and risk management

Remuneration

Technology

M&A and capital markets

Gambling/gaming

Marketing/Branding

International business

Consumer services

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Supplementary Information

Financial Statements

Governance

Corporate Governance Report

Our commitment to corporate

governance is fundamental

to ensuring we operate in a

responsible and transparent

manner, delivering long-term

value to our stakeholders, including

our shareholders, employees,

customers, and the communities

in which we operate. Our

governance framework plays a

key role to ensure that our Group

is managed effectively, that the

Board has appropriate oversight

of strategic matters and to

facilitate an effective decision-

making process.

Although the Company is incorporated in

Gibraltar, the UK Corporate Governance

Code 2018 (the ‘Code’ or ‘UK Corporate

Governance Code’) applies pursuant

to the UK Listing Rules as the Company’s

Ordinary Shares are admitted to the UK

Official List and to trading on the London

Stock Exchange’s main market for listed

securities. The Company will adopt the

principles of the UK Corporate Governance

Code 2024 in 2025, with the first disclosures

on our compliance to be included in our

2025 Annual Report.

This statement also includes items required

by the UK Listing Rules and the Disclosure

Guidance and Transparency Rules,

including how the ‘Main Principles’ of the

UK Corporate Governance Code have

been applied.

As at 31 December 2024, the Company

fully complied with the provisions set out

in the Code.

Board leadership

The Board of Directors is responsible

for overseeing the management of

the Company and setting its strategic

direction. As at 31 December 2024, our

Board comprised seven Non-Executive

Directors and two Executive Directors, all of

whom have a range of relevant skills and

experience to benefit the Company and

discharge their duties effectively.

The Non-Executive Directors provide

independent judgement on issues of

strategy, performance and risk, and

provide constructive challenge to

the Executive Directors. The Executive

Directors are responsible for implementing

the Company’s strategy and delivering

its performance.

Director meeting attendance for year ended 31 December 2024

Board

Audit & Risk

Committee

Remuneration

Committee

Nominations

Committee

ESG

Committee

Gaming

Compliance

Committee

Total held in year 6 5 4 2 6 4

Lord Mendelsohn 6 – – 2 – –

Per Widerström 6 – – – – –

Sean Wilkins

5/5 – – – – –

Anne de Kerckhove 6 – 4 2 6 –

Mark Summerfield 6 5 – – 5 4

Limor Ganot 6 5 4 2 – –

Andrea Gisle Joosen 6 5 4 – – –

Susan Standiford

1/1 – – – – –

Ori Shaked 6 – – 2 6 4

1. Michael Alonso is Chair of the Gaming Compliance Committee but is not a Board member.

2. Sean Wilkins joined the Board on 1 February 2024.

3. Susan Standiford joined the Board on 1 November 2024.

evoke plc Annual Report & Accounts 2024

Meetings and attendance

There are six regularly scheduled Board

meetings planned per year. However,

when urgent decision-making is required

between meetings on matters reserved

for the Board, there is a process in place to

facilitate discussion and decision-making.

The Directors regularly communicate and

exchange information irrespective of the

timing of meetings.

Set out below are details of the Directors’

attendance record at Board and

Committee meetings in 2024. All meetings

in 2024 were held in person in London.

The Chair has responsibility for ensuring

that agendas for Board meetings are

set in advance. Board papers are issued

to Directors sufficiently in advance of

meetings to facilitate both informed

debate and timely decisions. If a Director

is unable to attend a meeting, he or she

is given the opportunity to raise any issues

and give any comments to the Chair

in advance.

None of the Directors have raised any

concerns about the running of the

Company or a proposed action which

needed to be recorded in the Board

minutes of the Company or in a statement

to the Chair for circulation to the Board.

Meetings with Non-Executive Directors

At each Board meeting, the Chair

designates time for the Non-Executive

Directors to meet without the Executive

Directors being present.

The Non-Executive Directors also meet

once per year without the Chair present

in order to appraise the performance of

the Chair and take into account the views

of the Executive Directors. This process is

led by the Senior Independent Director

in accordance with the UK Corporate

Governance Code. This meeting took

place in March 2024.

Board responsibilities and procedures

The Directors consider it essential that

the Company should be both led and

controlled by an effective Board. The Board

focuses upon the Company’s long-term

objectives, strategic and policy issues.

It formally and transparently considers

the management of key risks facing the

Group, as well as determining the nature

and extent of significant risks it will take

in achieving its strategic objectives. It

maintains and reviews annually the

effectiveness of the Company’s risk

management and internal control systems.

The Board is responsible for acquisitions and

divestments, major capital expenditure

projects and considering the Company’s

budgets and dividend policy. The Board

also determines key appointments. The

Board receives regular updates on

shareholders’ views.

The Board has an established calendar

of business which covers the financial

calendar, strategic planning, annual

budgets and performance self-

assessments, as well as the conduct of

standing business. The calendar forms the

basis for effective integration of business

activities as between the Board and its

principal committees, which individually

consider their own operating frameworks

against the Board’s business programme.

The Board delegates certain matters to

its principal committees which provide

reports and make recommendations

to the Board. The terms of reference for

each committee are available on the

Company’s website.

Committee responsibilities

Audit & Risk Committee ESG Committee Remuneration Committee Nominations Committee

Gaming Compliance

Committee

Assists the Board

in discharging its

responsibilities

for the integrity of

the Company’s

financial statements,

risk management,

assessment of the

effectiveness of the

system of internal control

and the effectiveness

of internal and

external auditors.

Assists the Board in

defining and reviewing

the Company’s strategy

relating to ESG matters,

setting relevant KPIs,

developing ESG policies

and compliance

with legal and

regulatory requirements.

Determines the

Company’s policy on

the remuneration of

Executive Directors,

other members of the

Executive Committee

and the Chair of

the Board.

The Committee also

reviews workforce

policies and practices.

Assists the Board by

keeping the Board

composition under

review and makes

recommendations

in relation to Board

appointments. The

Committee also assists

the Board on issues

of Executive Director

succession planning,

conflicts of interest

and independence.

In accordance with

Nevada Gaming Control

Board requirements the

Committee is entrusted

with making sure that the

Group’s licensed gaming

activity is carried out with

honesty and integrity,

in accordance with

high moral, legal and

ethical standards, and

free from criminal and

corruptive elements.

 Read more on

pages 74 to 79

 Read more on

pages 72 and 73

 Read more on

pages 80 to 93

 Read more on

pages 70 and 71

 Read more on

page 69

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Supplementary Information

Financial Statements

Governance

Corporate Governance Report continued

Board activities 2024

During 2024, the Board oversaw the

execution and delivery of the newly

defined strategic initiatives and Value

Creation Plan.

At every meeting the Board receives

and discusses updates from respective

Executive Committee members on

progress against strategy, financial

performance, operational matters and

compliance and regulation. In 2024

the Board spent a significant amount

of time considering the Group’s risk,

systems of internal control, and the Value

Creation Plan.

Also, at each meeting the Board undertook

the following:

• scrutinised the operational performance

of the Group;

• reviewed the Group’s risk management

and compliance processes;

• received updates on our people

and culture;

• monitored the Group’s safer

gambling activities;

• received updates on shareholder

views; and

• monitored regulatory developments.

In addition to the above, the Board also considered the following key activities.

January

• Review of 888Africa corporate & strategic development.

• Received updates on Risk and AML controls.

• Received an update from Investor Relations on market feedback, and stakeholder engagement.

• Deep-dive review of Value Creation Plan.

• Review of strategic corporate development opportunities.

March

• Deep-dive review of Value Creation Plan.

• Reviewed corporate development opportunities and US B2B.

• Reviewed, considered, and approved the Company’s corporate identity.

• Approved the FY23 Annual Report and financial statements.

• Received an update from Investor Relations.

• Met with the new Executive Committee.

May

• Deep-dive review and training concerning gambling harms.

• Received an update from Investor Relations.

• Received an update on the Value Creation Plan.

• Deep dive into Customer Lifecycle Management.

• Review of strategic corporate development opportunities.

• Received an update from the Chief Commercial Officer.

• Reviewed material contracts.

July

• Received an update on H1 business performance.

• Received an update on the Value Creation Plan.

• Reviewed and later approved the proposed acquisition of Winner

• Deep dive into Strategic Initiatives.

• Received an update from the Chief Risk Officer.

• Received an update on Cyber Security.

• Reviewed the Regulatory and Public Affairs Plan.

• Reviewed material contracts.

• Approved updates to the Treasury Policy.

• Received an update from Investor Relations.

evoke plc Annual Report & Accounts 2024

Division of responsibilities

Chair, Chief Executive Officer and

Senior Independent Director

There is a clear division of responsibilities

between the Chair and the CEO, which

the Board considers an important part of its

corporate governance. This is documented

and available on the Group’s website and

also includes the responsibilities of the

Senior Independent Director.

The role of the Senior Independent Director

is to provide a sounding board for the Chair,

to evaluate the Chair’s performance and

lead the Board’s succession planning, and

to serve as an intermediary for the other

Directors where necessary.

Following an extensive search, with the

assistance of executive search firm Riviera

Partners, Susan Standiford was appointed

as Independent Non-Executive Director

on 1 November 2024. The Nominations

Committee report is on pages 70 and 71.

Reserved powers and delegation

A schedule of matters reserved to the

Board has been adopted and is reviewed

and updated regularly to align it with

operational needs and the Board’s

preference to monitor and, where

appropriate, approve matters of substance

to the Group as a whole. This is available on

the Group’s website.

Independent Directors

More than half of the Board are Non-

Executive Directors determined by the

Board to be independent for the purposes

of the UK Corporate Governance Code.

The Board is confident that Lord

Mendelsohn, Mark Summerfield, Limor

Ganot, Anne de Kerckhove, Andrea

Gisle Joosen, and Susan Standiford are

and remain independent in character

and judgement and that there are no

relationships or circumstances which are

likely to affect, or could appear to affect,

their judgement.

October

• Attended Customer Interaction sessions.

• Casino deep dive.

• Received an update from Investor Relations.

• Reviewed business performance and revenue.

• Received an update on the Value Creation Plan.

• Deep dive into the Customer Value Proposition.

• Received an update on Corporate Development and M&A.

November

• Received an update on Core Markets.

• Received an update from Investor Relations.

• Reviewed and approved the 2025 Budget Plan.

• Reviewed and approved the Israel Business Continuity Plan.

• Deep dive into Product & Tech Foundations.

• Received an update from the Chief Risk Officer.

• Received an update on Retail.

• Received an update on the Value Creation Plan.

• Received an update on Corporate Development and M&A.

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Supplementary Information

Financial Statements

Governance

Corporate Governance Report continued

Composition, succession

and evaluation

Board composition

During 2024, the composition of the Board

was enhanced with the appointment

of a new Independent Non-Executive

Director, Susan Standiford. It comprised the

following Non-Executive Directors: Lord Jon

Mendelsohn (Chair), Anne de Kerckhove

(Senior Independent Director), Mark

Summerfield, Limor Ganot, Andrea Gisle

Joosen, Susan Standiford (from 1 November

2024), and Ori Shaked, as well as Executive

Directors Per Widerström as Chief Executive

Officer, and Sean Wilkins (from 1 February

2024) as Chief Financial Officer.

The biographical details of all of the

Directors, setting out their relevant skills

and experience and their professional

commitments, are given on pages 62

and 63.

Board succession

Succession planning is delegated to

the Nominations Committee and more

information can be found on page 70.

Matters within the remit of the Nominations

Committee are also on occasion

considered by the Board. Non-Executive

Directors are currently appointed to

the Board for an initial three-year term,

extendable by a further two additional

three-year terms. The terms and conditions

of appointment of Non-Executive Directors

and the service contracts of Executive

Directors are available to shareholders

for inspection at the Company’s registered

office during normal business hours and

at the AGM.

Board evaluation

The Board has established a formal

process for the annual evaluation of its

performance, and the performance of its

committees and individual Directors. The

evaluation process covers a range of issues

such as Board processes, composition,

roles and responsibilities, agendas and

committee processes, as well as Board

dynamic and communication.

In accordance with the Code and the

FRC Guidance on Board Effectiveness,

we annually evaluate the performance

of the Board and its committees to assess

their effectiveness. Led by the Chair,

the performance evaluation considers

the balance of skills, experience and

independence of the Board. The annual

performance evaluation is externally

facilitated every three years. The 2024

performance evaluation was internally

facilitated by the Company Secretary

and an update on progress of the actions

arising from this review is set out in the

next column:

• Continue to develop the use of

committees and sub-committees.

A committee update is scheduled in

the Board meeting for each committee

Chair to report on matters requiring

escalation to the full Board. Following

the changes to committee membership

in 2023, 2024 was a year of stabilisation

with the new committee members

and Chairs developing the format and

structure of activity. The Board delegated

initial exploratory work to Project Sub-

Committees for several transactions in

2024 which worked well.

• Continue to evolve the format of

Board papers.

A consistent style and formats of papers

has developed over 2024, as well as

the quality of the content. With the new

executive team now established and a

clear strategy and plan in place, papers

are evolving to be more high level.

• Consider the timing and format of the

Board meeting in conjunction with use

of committees.

The scheduling of committee meetings

and their alignment with Board meetings

was reviewed. However it was agreed

that a concentrated in-person schedule

was the correct approach.

• Codify Remco guidelines.

The Remuneration Committee has

worked closely with the new Chief

People Officer, appointed in 2024.

Following the appointment of a new

Reward Director in January 2025, the

format and delivery of materials for

the Remuneration Committee will

be reviewed.

• Set measurable objectives for ESG.

With the inclusion of ESG as one of

the Group’s Strategic Initiatives there

has been a clear focus on ensuring

sustainable long-term value creation. The

positive play metric and scoring system

enables us to properly track improvements

we make across player safety, while laying

the groundwork for our leading multi-

dimensional player risk modelling.

• Enhance the range of skills on the Board

through the appointment an additional

NED with technology expertise.

Susan Standiford was appointed on

1 November 2024. Susan has a wealth of

technology experience and expertise

(see Susan’s bio on page 63).

In early 2025, an external evaluation was

undertaken by Fidelio Partners. The Board

was satisfied that each of the Non-Executive

Directors continues to be effective and to

demonstrate commitment to their respective

roles and recommends them for re-election

at the 2025 Annual General Meeting.

Further information about the 2025 Board

evaluation can be found on page 71.

Shareholder engagement

The Company maintains an active and

regular dialogue with principal and

institutional shareholders and sell-side

analysts through a planned programme

of investor relations and financial PR

activity. The Board keeps up to date

with the views of major shareholders

through meetings and discussions with

shareholder representatives and receives

regular feedback directly from investor

relations reports and broker updates at

each Board meeting. The programme of

engagement includes formal presentations

of full year and interim results, analysts’

conference calls and periodic roadshows

and discussion of the Company’s strategy

and governance. The Company Secretary

engages with proxy advisers in advance of

any shareholder meetings.

The Non-Executive Directors are available

to talk to shareholders if they have any

issues or concerns or if there are any

matters where contact with the Chair,

Chief Executive Officer and Chief Financial

Officer is inappropriate or where such

contact has failed to resolve the issue.

Key stakeholders

The Company’s key stakeholders are its

shareholders and debtholders, customers,

regulators, colleagues and partners as

well as the communities in which it does

business. The Board takes care to engage

with all its stakeholders, as detailed on

pages 40 and 41 and within the ESG &

Sustainability section on page 24 to 39

and the Remuneration Report on page 81.

All papers presented at Board meetings

include details of how the interests of

the Company’s key stakeholders are

considered in Board discussions and

decision-making as required by the UK

Corporate Governance Code and, whilst

as a Gibraltar company, the UK Companies

Act 2006 does not apply to the Company,

the matters set out in section 172 are taken

into account by the Board in its decision-

making to the extent permitted under

Gibraltar law.

AGM 2024

While 16 resolutions proposed at the AGM in

May 2024 were supported with at least 86%

of total votes cast in favour, two resolutions

did not receive the requisite support Those

resolutions were:

Special Resolution 16: Disapplication

of pre-emption rights

To renew the Directors’ authority to allot

equity securities for cash without first

offering them to shareholders. 71.62% votes

in favour.

Special Resolution 17: Additional

right to diapply pre-emption

To renew the Directors’ authority to allot

equity securities for cash in connection with

an eligible acquisition or specified capital

evoke plc Annual Report & Accounts 2024

investment without first offering them to

shareholders. 71.62% votes in favour.

Response and next steps

The Board acknowledged the outcome

of the vote and understands the concerns

raised by some shareholders. As a

responsible and transparent organisation,

we are committed to addressing these

concerns and engaging with shareholders

to better understand their views.

In line with best practice under the

UK Corporate Governance Code, the

Board has:

1. Engaged with shareholders to

discuss the specific issues that

influenced their voting decision.

2. Carefully considered the feedback

received to determine any necessary

actions or adjustments to governance

practices, policies or disclosures.

3. Published an update to the Group’s

website on 30 October 2024.

It was acknowledged that, whilst there was

a clear majority in favour of the resolutions

(71.62%), this fell below the 75% required

to pass special resolutions. Following

consultation with the shareholders who did

not vote in favour, the Board understands

that these votes reflected, amongst

other things, the voting policy of certain

individual institutional investors and the

potential for dilution in the absence of a

specific transaction for which the authority

would be used.

The Board remains committed to

maintaining high standards of governance

and acting in the best interests of the

Company and its stakeholders. We would

like to thank our shareholders for their

constructive feedback and look forward

to continuing a positive dialogue. More

information concerning our engagement

with stakeholders can be found on

page 40.

The next AGM will be held on 28 May 2025

and the majority of Board members will

attend the meeting and be available to

answer questions.

Directors’ insurance cover

The Company has arranged and maintains,

at its expense, a directors’ and officers’

liability insurance policy in respect of

legal actions against its Directors, as

recommended by the UK Corporate

Governance Code. To the extent permitted

by Gibraltar law, the Company may

also indemnify the Directors. Neither the

insurance nor the indemnity provide cover

where a Director has acted fraudulently

or dishonestly.

Development and advice

The Chair regularly agrees and reviews

each Director’s training and development

needs. Members of the Board committees

receive specific updates on matters that

are relevant to their role. Members of the

Executive Committee with responsibility

for the Group’s business make periodic

presentations at Board meetings about

their functions, performance, markets

and strategy.

Information and support

All Directors have access to the advice and

services of the Company Secretary and

the Company’s nominated advisers, who

are responsible for ensuring that Board

procedures are followed.

Directors are able to seek independent

professional advice, if required, at the

Company’s expense provided that they

have first notified the Company of their

intention to do so.

Under the direction of the Chair, the

Company Secretary’s responsibilities

include ensuring information flows within

and between the Board, its committees

and the executive team, as well as

facilitating induction, evaluation and

professional development activities,

and advising the Board on corporate

governance, legal and procedural matters.

Conflicts of interest

Conflicts of interest of the Directors

are dealt with in accordance with the

procedures set out in the Articles and are

monitored by the Chair.

Specifically, a Director does not vote on

Board or committee resolutions in which

they or persons connected with them

have an interest (other than by virtue of

a shareholding in the Company) which

is to their knowledge material, except in

specific limited circumstances. The Board

is confident that the appropriate checks

and balances are in place to identify and

minimise potential conflicts of interest.

Gaming Compliance Committee

In accordance with Nevada Gaming

Control Board requirements, the Board

has appointed a Gaming Compliance

Committee. Its members during 2024 were

Mark Summerfield and Ori Shaked, in

addition to an external leading Nevada

lawyer, Michael Alonso, who chairs the

Committee. The CFO and CRO have

a standing invitation to attend, and

the meetings are managed by the US

Compliance Director.

During the year, the Committee

maintained oversight of the governance

processes and Compliance Plan. The

Committee’s terms of reference have been

approved by the Board and are available

on the Company’s website.

The Gaming Compliance Committee

is entrusted with making sure that the

Group’s licensed gaming activity is

carried out with honesty and integrity, in

accordance with high moral, legal and

ethical standards, and free from criminal

and corruptive elements. As such, the

Committee is responsible for and has the

power to identify and evaluate situations

arising in the course of the Company’s and

its affiliates’ business that may adversely

affect the objectives of gaming control.

The Committee is not intended to displace

the Board or the Company’s executive

officers with decision-making authority

but is intended to serve as an advisory

body to better ensure achievement of the

Company’s goals of avoiding unsuitable

situations and in entering into relationships

exclusively with suitable persons.

The Committee’s work is done

independently and impartially. To this end,

its members are appointed by and report

directly to the Board of Directors.

Other disclosures

The following matters are not applicable

to the Group and therefore have not been

included in this report:

By applicable sub-paragraph within

UKLR 6.6

1. Interest capitalised by the Group

2. Publication of unaudited

financial information

3. Details of long-term incentive

schemes only involving a Director

4. Waiver of emoluments by a Director

5. Waiver of future emoluments

by a Director

6. Non pro-rata allotments for cash (issuer)

7. Non pro-rata allotments for

cash by major subsidiaries

8. Parent participation in a placing

by a listed subsidiary

9. Contracts of significance

10. Provision of services by a

controlling shareholder

11. Shareholder waivers of dividends

12. Shareholder waivers of future dividends

13. Agreements with

controlling shareholders

On behalf of the Board:

Lord Mendelsohn

Chair

31 March 2025

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Supplementary Information

Financial Statements

Governance

Key activities 2024

• Reviewing the composition of the Board

including assessing any gaps in the

balance of skills and experience.

• Search for and recruitment of an

additional Independent Non-Executive

Director of the Board including

developing candidate profiles of the

skills, character and experience required.

• Ensured the successful onboarding

and induction of the new Non-

Executive Director.

• Monitoring the Board evaluation process

which is described on page 71.

• Implementing the Board’s diversity policy

which is described on page 70 (including

monitoring the gender balance of senior

executives and their direct reports).

• Supporting the development of a

diverse pipeline of candidates for

senior management.

Membership in 2024

Meeting

attendance

Anne de Kerckhove (Chair) 2/2

Limor Ganot 2/2

Ori Shaked 2/2

Jon Mendelsohn 2/2

Nominations Committee

Dear Shareholder

On behalf of the Board, I am pleased

to present the Nominations Committee

report for the year to 31 December 2024.

This report outlines the Committee’s key

activities, including Board composition,

succession planning, and the appointment

of a new Independent Non-Executive

Director (NED) who brings additional skills

and experience to enhance the Board’s

strategic approach and decision-making.

The Nominations Committee, as a sub-

committee of the Board of Directors, is

responsible for monitoring the composition

and diversity of the Board, overseeing

the process of selecting and nominating

Directors, ensuring they receive an

appropriate induction and determining

succession plans for the Chair, CEO

and other key roles. The Nominations

Committee’s terms of reference are

reviewed annually and are available on

the Company’s website.

In 2024 the Nominations Committee was

comprised of myself as Chair, Ori Shaked,

Limor Ganot and Jon Mendelsohn

Board composition and

succession planning

The Committee remains committed to

maintaining a balanced and diverse Board,

ensuring the necessary skills, experience,

and independence to support the

Company’s long-term success. During the

year, the Committee reviewed the Board’s

composition in line with the principles of the

Code and assessed the skills and expertise

required to meet the strategic objectives

of the Company. The Committee regularly

reviews succession plans for the Board,

including the structure, composition and

skills required to support the Group’s

strategy. The Committee also considers

succession planning for the Executive

Committee and other key roles within the

senior leadership team, as well as initiatives

underway to develop talent internally.

2024 brought wholesale changes to the

make up of the Executive Committee

and its direct reports. The Committee

has kept these changes under review to

ensure that the Company is best placed

to deliver value to investors and achieve

its objectives.

Appointment of an Independent

Non-Executive Director

Following a rigorous selection process,

the Board appointed Susan Standiford

as an Independent Non-Executive

Director, effective 1 November 2024.

This appointment was made in

accordance with the formal and

transparent process outlined in the Code.

The Committee engaged Riviera

Partners, an independent external search

consultancy, to identify a diverse pool of

candidates, ensuring alignment with the

Company’s commitment to diversity and

inclusion. The selection process included

an assessment of skills, experience, and

cultural fit with the Board. Susan brings

extensive expertise in technology along

with significant experience in corporate

governance and strategic leadership.

The Board has determined that Susan

meets the independence criteria set

out in the Code. She has no material

business relationships with the Company

or its subsidiaries and brings an objective

perspective to Board discussions and

decision-making processes.

New Director induction programme

The induction of Non-Executives is

facilitated by the Company Secretary

and tailored to suit the needs of each

individual with feedback throughout

to ensure a holistic and personalised

approach. Key activities include

the following:

• assignment of a mentor from the

current Board as a point of contact

and sounding board;

• introduction to the Executive Team

with deep dive sessions on key areas

including technology, legal, strategy,

product, people, risk, commercial

and operations;

• briefing session on the financial structure

of the organisation, key financial metrics,

principal risks and the Company’s

internal control framework;

• training provided on corporate

governance including plc requirements,

directors’ duties, share dealing, inside

information, Listing Rules and Market

Abuse Regulations;

• introductions to the Company’s

external advisers;

Anne de Kerckhove

Chair of the Nominations Committee

evoke plc Annual Report & Accounts 2024

• briefing notes on investor relations,

market perceptions and key

stakeholder engagement;

• provided with key corporate documents

including the Articles of Association,

previous Board papers and minutes,

the Schedule of Matters Reserved

for the Board and details of where

other resources could be attained as

necessary; and

• provided with details of the Directors’

and officers’ insurance.

Board evaluation and effectiveness

The Committee has conducted a formal

review of the Board’s effectiveness,

including an assessment of the skills matrix

and succession plans. The appointment of

Susan strengthens the Board’s collective

expertise and reinforces its ability to

oversee the Company’s strategic

direction effectively.

In early 2025 the annual Board evaluation

was externally facilitated as required by the

UK Corporate Governance Code. Fidelio

Partners considered the performance of

the evoke Board as a whole, along with

the performance of its committees, the

Chair and the contribution of individual

Directors. The review also took account of

the regulated markets that evoke operates

in and the expectations for boards.

In order to build a rounded picture, Fidelio

undertook the following steps:

• Interviewed Board members, the

Executive Committee, the Company

Secretary and selected stakeholders.

• Carried out a Quantitative Survey.

• Observed Board and

committee meetings.

• Analysed and reviewed recent Board

and committee papers, governance

documents, and other relevant material.

The evaluation found a Board that

was committed to the success of the

Company and focused in particular on

how it could guide, support and challenge

management to deliver the targets set

out in the March 2024 Value Creation Plan

(VCP). As with every board there continue

to be opportunities for improvement

and the following recommendations

were made:

• Continue to build the working and

governance relationship between the

Board and the executive.

• Support the CEO in establishing the

desired culture.

• Maintain ongoing focus on aligning

Board skills and composition with the

needs of the business.

• Build out Board oversight of shareholder

and stakeholder engagement.

• Continue to develop committee

effectiveness (with specific

recommendations by committee).

I will work with the Chair and Company

Secretary to develop a comprehensive

plan to implement the recommendations.

Board diversity policy

The Committee remains committed

to fostering a diverse and inclusive

boardroom. We have actively monitored

the Company’s progress against

diversity objectives, ensuring that Board

appointments and senior leadership

development reflect a broad range

of perspectives and experiences. The

Committee has actively promoted diversity

in all aspects of Board composition

ensuring that Director appointments reflect

a wide range of perspectives, backgrounds,

and experiences. Additionally, the

Committee continues to monitor progress

against the Company’s diversity objectives,

reinforcing our commitment to a balanced

and forward-thinking leadership team.

In considering new Board appointments,

the Committee considers diversity in

the broadest sense including diversity

of thought, age, gender, nationality,

independence, educational and

professional background, social and ethnic

background, business and geographic

experience, in order to create an

appropriate balance.

The Board supports the FTSE Women

Leaders Review. At the financial year end,

the Board comprised five male and four

female Directors meaning that over 40% of

the Board was female, with myself as the

Senior Independent Director, which was in

accordance with the targets for diversity in

the Listing Rules.

The geographic diversity of the Board

is representative of the operational

centres of the Group and includes

Directors with British, Israeli, US and

European backgrounds. The Committee

takes into account the Parker Review

recommendations and will aim to continue

to improve diversity on both the Board and

in the senior leadership of the Group.

Details of the Company’s diversity

position and involvement of women in

management of the Group are set out

in the Supplementary Data on pages 179

and 180. The Company is committed to

making progress towards improving the

diversity in senior leadership roles (defined

as the Executive Committee and its direct

reports) and has set targets for increasing

representation by 2027.

Commitment

The terms of appointment for each Non-

Executive Director, including expected

time commitment, are available for

inspection at the Company’s registered

office during normal business hours and

at the AGM. Non-Executive Directors

are required to allocate sufficient time

to perform all applicable roles and to

both disclose any external appointments

and consult with the Company prior

to accepting any new major external

appointments. It is the Committee’s view

that all Directors have allocated sufficient

time to fulfil their commitment and to meet

their Board obligations and responsibilities.

Re-election and appointment

of Directors

The effectiveness and commitment of

each of the Non-Executive Directors is

reviewed by the Committee annually.

The Committee has satisfied itself as to

the individual skills, relevant experience,

contributions and time commitment of all

the Non-Executive Directors, taking into

account their other offices and interests

held. The Board is recommending the

election or re-election to office of all

Directors at the 2025 AGM.

Anne de Kerckhove

Chair of the Nominations Committee

31 March 2025

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Supplementary Information

Financial Statements

Governance

ESG Committee

Key activities 2024

• Received progress updates on KPIs

including on safer gambling, people and

the environment.

• Approved the Group’s net zero

transition plan.

• Reviewed progress against the global

player safety initiative including the

Positive Play Score and Multi Dimensional

Risk Model.

• Reviewed scores by rating agencies and

plans for improvement.

• Approved alignment of ESG strategy with

the UN Sustainable Development Goals.

• Approved the Group’s diversity targets

• Oversaw the Group’s progress towards

Double Materiality Assessment.

• Reviewed and approved the Committee

terms of reference, which are available

on the Group’s website.

Membership in 2024

Meeting

attendance

Anne de Kerckhove (Chair) 6/6

Mark Summerfield 5/6

Ori Shaked 6/6

Dear Shareholder

On behalf of the Board, I am pleased to

present the ESG Committee report for the

year to 31 December 2024. ESG has been

identified as one of the strategic initiatives

within our Value Creation Plan. Our core

ESG strategy of “Players, People, Planet”

remains our focus and we have increased

our investment in sustainability and are

working to actively embed sustainable

decision-making within our growth plans.

Membership

The ESG Committee is comprised of three

Non-Executive Directors, with other Board

members including the Chair, CEO, and

CFO invited to attend the Committee

meetings. The Chief Strategy Officer and

Chief Risk Officer also attend the meetings

and provide operational updates to

the Committee. The Group also has an

ESG and Sustainability Director who has

executive responsibility for the Group’s

ESG strategy. The Committee is responsible

for reviewing the Group’s ESG strategy

and setting relevant KPIs, developing

and reviewing relevant policies and

practices and providing oversight of the

implementation of these plans. A clear

ESG governance framework is in place

for how ESG matters are escalated to and

delegated from the ESG Committee. In

2024, our CEO, Per Widerström, was the

executive responsible for monitoring ESG

activity and progress within the Group.

Work during 2024

ESG Committee meetings were held at

every Board session to review the progress

of the Group’s “Players, People, Planet”

ESG strategy which was aligned during the

year to the UN Sustainability Development

Goals to ensure consistency with global

peers. More details on this can be found on

page 25.

Players

Safer gambling remains a key focus for

the Committee and player safety is a

core pillar of our ESG framework. The

Committee received regular updates on

safer gambling and related matters, with

a particular focus on developing a global

player protection strategy. The Committee

oversaw the development of the Positive

Play Score which will be used as a key goal

in the Group’s strategic framework. More

details can be found on page 27. Work

has also begun on a multi-dimensional

risk model (MDRM) which is a new harm

identification system. The Committee will

continue to review and have oversight

of its development and implementation

to ensure the Group is doing all it can to

prevent gambling harms and ensuring a

sustainable business model built for the

long term.

As part of our commitment to safer

gambling awareness and education, all

colleagues undertake annual training and

the Board received a detailed training

session on gambling harms in May 2024.

People

I continue to be the Non-Executive

Director designated as the workforce

engagement representative. 2024 was a

transformational year for the Group with

a new Executive Committee in place and

focus towards bringing the Group back to

growth and delivering the Value Creation

Plan (VCP). The Committee recognises

the importance of driving a winning

culture and has continued to monitor

workforce engagement through eNPS

surveys which provide ongoing feedback

and temperature checks on colleague

sentiment. The Board continues to listen

to and understand the views, interests

and concerns of the workforce and take

these into consideration prior to making

decisions. Regular ‘One Company’ town

halls are held by the CEO to update

colleagues on the progress of the VCP

and colleagues can ask questions directly

to the Executive Committee. This year

the Committee approved the Group’s

diversity targets with the goal of creating

an engaging and inclusive environment

where colleagues can thrive.

Anne de Kerckhove

Chair of the ESG Committee

evoke plc Annual Report & Accounts 2024

I was pleased to attend the inaugural

‘evoke the stars’ fundraising gala in Leeds

in November. The event brought together

evoke business leaders and stakeholders

from around the world to raise money for

the Motor Neurone Disease Association.

Further details are set out on page 33.

Planet

The Group has established a

comprehensive ESG governance

framework, with the Board holding ultimate

accountability for the execution and

delivery of moving to a net zero business in

the future. The ESG Committee, reporting

to the Board throughout 2024, oversees

all matters which surround sustainability,

regulatory changes in this area, and

emerging changes. The Committee

has approved clear, actionable targets,

ensuring alignment across the organisation

as it recognises the importance of

minimising the business’s environmental

footprint. In comparison to other sectors

the Group’s impact on the environment

is relatively low as our product is largely

digital. Our large William Hill retail estate is

certified as carbon neutral, and in 2024 the

Committee oversaw investments to further

enhance our energy and water efficiency

within it.

Our carbon reduction plan across the

Group continues to progress against

target, with an impactful 12% reduction

in carbon emissions year-on-year. In 2024

the Committee oversaw the Group’s

preliminary Double Materiality Assessment

in preparation for our first disclosure under

the Corporate Sustainability Reporting

Directive (CSRD). Our business’s effect on

the world, will continue to be assessed from

both a financial and impact materiality

perspective, and the Committee will

continue to monitor and comply with

reporting obligations. In 2024 our CDP

score improved to B− from C as we make

meaningful progress in transparency

and reducing emissions. The Group also

maintained its inclusion on the FTSE4Good

Index. Further details are included in the

ESG Supplementary Data section on pages

168 to 181.

Plans for 2025

Sustainability in all three pillars of

the Group’s ESG model is key to the

success of the Company. Player safety

globally will continue to be a major

focus for the Committee and we look

forward to monitoring the rollout of safer

gambling software in 2025 through our

partnership with Mindway AI, who use a

combination of neuroscience and AI to

monitor behaviours and identify risk of

potential harm.

We will continue to engage with our

workforce and wider stakeholders

to ensure that the combined Group

remains an inclusive environment where

our colleagues thrive. The Committee is

pleased that following a successful trial, the

Group will be rolling out volunteering time

for our retail colleagues in 2025, allowing

them to donate their time to a number of

our partner charities in the same way as our

non-retail colleagues. We aim to protect

the environment by becoming a net zero

business and work will continue to ensure

we are prepared for the CSRD disclosures.

Further details are included in the ESG &

Sustainability section on pages 24 to 39.

Anne de Kerckhove

Chair of the ESG Committee

31 March 2025

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Supplementary Information

Financial Statements

Governance

Audit & Risk Committee

Key activities 2024

• Continued to support the Board in

monitoring and reviewing the systems for

risk management, internal control and

financial reporting.

• Reviewed the updated risk register and

Enterprise Risk Management Framework.

• Approved the internal audit plan for

the year and received the internal

audit reports.

• Reviewed and recommended to

the Board for approval the FY23

Annual Report & Accounts and FY24

interim results.

• Received reports from the external

auditors on key audit findings.

• Reviewed and approved updates to

policies including Colleague Accounts

and Anti-Bribery & Corruption Policy.

• Active oversight of Business Continuity

Planning and Major Incident

Management preparations and

response for Israel.

• Oversaw the continuing improvements in

regulatory compliance and governance

across all jurisdictions in which the

Group operates.

• The Committee’s terms of reference were

reviewed and approved and published

on the Company’s website.

Membership in 2024

Meeting

attendance

Mark Summerfield (Chair) 5/5

Limor Ganot 5/5

Andrea Gisle Joosen 5/5

Susan Standiford* –/–

*Susan Standiford joined the Committee

in November 2024, and her first meeting was in

January 2025.

Dear Shareholder

On behalf of the Board, I am pleased to

present the Audit & Risk Committee report

for the financial year ended 31 December

2024. Returning to growth was the Group’s

primary focus this year. The Committee’s

principal functions included assessing

the integrity of the Company’s financial

statements, maintaining an appropriate

relationship with and reviewing the

independence and effectiveness of the

Company’s external auditor, and overseeing

the Company’s system of internal controls

and risk management.

In this letter I explain to shareholders

the responsibilities of the Committee,

highlighting those of particular importance

this year. The pages following contain more

detail on the matters considered.

During the year, the Audit & Risk Committee

has played a critical role in overseeing the

execution of the Company’s new strategic

initiatives and Value Creation Plan, with

a strong emphasis on returning to growth.

The approach has been fundamentally

risk-based, ensuring that all initiatives are

closely scrutinised for potential risks while

identifying opportunities for sustainable

value creation. The Committee has

maintained a keen awareness of the

evolving regulatory environments in which

the Company operates, ensuring that

compliance and governance standards are

fully integrated into the strategic execution

process. By aligning growth objectives with

risk management principles, the Committee

has supported a balanced approach that

not only drives growth but also safeguards

the Company’s long-term stability.

The Audit & Risk Committee has continued

to carry out a key role within the Group’s

existing governance framework, supporting

the Board in monitoring and reviewing the

systems for risk management, internal control

and financial reporting. The Committee

continues to be responsible for oversight

of significant financial matters, including

the Company’s tax policies, planning and

compliance, treasury policies, as well as

other significant financial matters that the

Board deems appropriate from time to time.

While the Board remains accountable

for risk management, the Committee is

responsible for working closely with Group

management to ensure that significant

risks are considered on an ongoing basis

and that appropriate responsibilities and

accountabilities for the related controls

have been set. Following the extensive

work undertaken in 2023 to develop an

Enterprise Risk Management Framework the

Committee maintained close engagement

with the Group’s risk function and receives

comprehensive updates at every meeting.

The Committee is responsible for apprising

the Board of pertinent matters and making

recommendations based on its activities

and findings at Committee meetings.

An associated Committee responsibility is to

review the scope, nature and effectiveness

of the work of the Internal Audit team, as

well as ensuring that the business responds

to the recommendations made. Our Internal

Audit work was completed by our in-house

Internal Audit team, with additional support

provided by our co-source partner. The

scope of Internal Audit’s plans was agreed

with both management and the Committee

to support the Board in considering the

effectiveness of controls over principal

risks disclosed in these accounts. The 2024

internal audit plan was approved by the

Committee in 2023 and any changes to the

original audit plan were communicated

and approved by the Audit & Risk

Committee accordingly.

More information on the Internal Audit

reports in 2024 can be found on page 79.

At the request of the Board, the Committee

reviewed this Annual Report and advised

it considers sufficient information has

been provided to give shareholders a fair,

balanced and understandable account

of the business and allow them to assess its

position and performance, business model

and strategy. It also assessed the Group’s

viability, in line with the UK Corporate

Governance Code requirements, prior to

reporting to the Board and recommending

the Annual Report for approval. Further,

the Committee ensured that the financial

performance aspects of all communications

with shareholders were carefully considered.

The Committee monitors and reviews

the effectiveness and key aspects of the

external audit process, including the annual

audit plan and audit findings, as well as the

auditors’ independence and objectivity.

It also recommends the audit fee to the

Board and sets the Company’s policy on

the provision of non-audit services by the

external auditor. EY UK is the auditor for

the purposes of the Company preparing

financial statements as required pursuant

to the UK Listing Rules and the Disclosure

and Transparency Rules. EY Gibraltar is the

Company’s statutory auditor including

for the purposes of issuing an audit report

pursuant to the Gibraltar Companies

Act 2014.

We seek to respond to shareholders’

expectations in our reporting and would

welcome feedback. I am available to speak

with shareholders at any time and shall also

be available at the Annual General Meeting

in May 2025 to answer any questions.

Mark Summerfield

Chair of the Audit & Risk Committee

31 March 2025

Mark Summerfield

Chair of the Audit & Risk Committee

evoke plc Annual Report & Accounts 2024

Highlights of the Committee’s work during the year:

The impact of changes to

the legal and regulatory

environment in which

the Group operates on its

business, sector and market,

together with the Group’s

ongoing engagement

with regulatory bodies

The Committee examined management’s assessment of legal and regulatory risks in key markets,

focusing on any changes in the environment and engagement with regulators, together with the

appropriateness of the Group’s response.

The assessment of the risks

facing the business

The Committee reviewed and approved the risk registers and the 2024 Board Risk Appetite

Statement to ensure that these documents represent an accurate and relevant reflection of the

Board’s approach to risk management. The Committee continues to work with the Chief Risk

Officer to embed enhanced risk management within the Group and supports the continuing

development of the risk function to better meet the needs of the Group.

Treasury

The appointment of a new Group Treasury Director prompted a renewed focus on treasury

processes, procedures, systems of control, and resourcing.

Revenue recognition

The Committee reviewed and considered the Group’s accounting policies as well as the

application of those policies and the process and control framework and has concluded that

the Group’s recognition of income is appropriate.

Transformation and

exceptional items

The Committee reviewed the ongoing transformation plans; ensuring the structure and

governance of the programme was appropriate and that controls continue to be maintained

throughout the transformation.

The Committee reviewed the treatment of exceptional items, in particular those associated with

the integration programme and the conclusion of the partnership with Authentic Brands Group,

and agreed with management’s presentation of costs as exceptional.

The viability statement and

going concern statement

prepared by management

The Committee reviewed management’s analysis of the Company’s going concern and

viability statement, including updated forecasts, downside scenarios including an assessment of

mitigations available to the Group and a reverse stress test, and advised the Board accordingly.

The Board has concluded that the Company has adequate resources to continue in operational

existence for the foreseeable future.

Capitalised development costs

The Committee reviewed management’s assessment of the alignment and enhancement of

controls to ensure consistent application of IAS 38 across the Group.

The Group’s exposure to

corporation tax, gaming

duties, VAT and similar taxes

Following the review of the Group’s tax arrangements as part of the integration of 888 and

William Hill, and the arrival of a new Group Head of Tax, the Committee is now focused on

ensuring that the tax function is embedded into the organisation by reducing reliance on

external advisers and developing processes and procedures that foster a proactive response

to tax matters. The UK tax strategy has been agreed and published on our website and the

integration has been planned with global tax considerations a key element.

Valuation of assets

and liabilities

The Committee reviewed the impairment testing of the goodwill acquired on the William

Hill acquisition and concurred with management’s view that there were no impairments of

this goodwill.

The Group’s anti-bribery,

anti-money laundering and

whistleblowing obligations

The Committee reviewed the Company’s policies to ensure they remain relevant to the

Company’s business and the regulatory environment in which it operates. The Committee

received updates on the whistleblowing reports made at every meeting.

IT general controls

The Group’s IT systems are complex, and the majority of customer-facing systems are

predominantly developed in-house. The success of the business relies on the development of IT

platforms that are innovative and appealing to customers. In addition, the integrity and security

of the IT systems are vital from a commercial standpoint as well as to ensuring a robust control

environment. The new Group Chief Information Technology Officer (CITO) presented updates

to the Committee on the progress against findings in the assessment of IT Governance Systems

conducted by EY in 2023 as part of the external audit. The review was essential to understand

the integrity of the Groups IT systems and identify the remedial actions to be prioritised. The

Committee is assured that the improvement opportunities identified do not prevent the Group

from relying on the IT systems in place. The CITO continues to work closely with EY on the

development of an IT controls-based audit strategy going forwards.

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Supplementary Information

Financial Statements

Governance

Audit & Risk Committee continued

Committee composition

During 2024, the Committee comprised

three independent Non-Executive

Directors, being Mark Summerfield, Limor

Ganot, and Andrea Gisle Joosen. Susan

Standiford joined the Committee in

November and attended her first meeting

in January 2025.

Two members constitute a quorum.

The Committee requires the inclusion

of at least one financially qualified

member with recent and relevant financial

experience. The Committee Chair fulfilled

that requirement.

The Committee has competence relevant

to the online gaming sector and all

members of the Committee have an

understanding of financial reporting, the

Group’s internal control environment,

relevant corporate legislation, the functions

of internal and external audit and the

regulatory and compliance framework of

the business.

Specifically, Mr Summerfield was both

an auditor and worked within the

sector, Ms Ganot is both a qualified

CPA and has extensive experience as

a venture capital fund manager, and

Ms Gisle Joosen and Ms Standiford have

extensive non-executive and audit

committee experience.

In addition to scheduled meetings, the

Committee Chair meets with the Chief

Financial Officer and the internal and

external auditors regularly. Although not

members of the Committee, the Chair

of the Board, Chief Executive Officer,

Chief Financial Officer and Chief Risk

Officer attend meetings, together with

representatives from the internal and

external auditors. Function heads and

other members of management are invited

to attend meetings from time to time.

Our work in 2024

In planning its work, the Committee has

reference to the significant risks that

may have an impact on the financial

statements. During the year there were

no matters where there was significant

disagreement between management,

the external auditor and the Committee,

or unresolved issues that required referring

to the Board.

The key matters discussed by the

Committee during the year were as follows:

Legal and regulatory environment

The Group operates within an increasingly

regulated marketplace and is challenged

by regulatory requirements across all areas

of its business. This creates risk for the Group

as non-compliance can lead to financial

penalties, reputational damage and the

loss of licences to operate.

As part of this process, the Board and Audit

& Risk Committee received updates from

management and discussed follow-up

actions in response to regulatory matters

relating to customer activity in prior periods.

The Group manages its regulatory risk

with input from its legal advisers in order

to operate its business in compliance with

relevant regulatory requirements. The

Group works with its lawyers and Chief Risk

Officer to produce regular updates so that

the Board and Audit & Risk Committee

understand what is happening in the

regulatory landscape.

During 2024, the whole Board received

regulatory briefings from the Company’s

lawyers, and the Committee reviewed

updates on the management of regulatory

risk from the Chief Risk Officer, as well

as reviewing the status of litigation and

regulatory reviews involving the Group and

the related accounting for the Group’s

obligations in the financial statements.

Please refer to note 22 of the financial

statements for further detail on Austria and

Germany player litigation specifically.

The Audit & Risk Committee continues to

have a key role working with the Board

in overseeing the Company’s systems of

internal control, and continues to develop

and make improvements to the Group’s

governance framework.

Regulatory mapping

In 2023, as part of the development of

the Group’s Enterprise Risk Management

Framework, the Company engaged KPMG

to perform an international risk and control

mapping exercise to help the Company

better understand its regulatory obligations,

the risks faced, and the presence and

adequacy of controls to mitigate them,

which completed in 2024. During the

year, the Committee was apprised of

the priorities identified by this review and

received updates on early progress against

the findings. More information can be

found in the risk report on pages 48 to 59.

Finance transformation

The Audit & Risk Committee has actively

overseen the transformation of the Finance

function, a strategic initiative aimed

at building a stronger, more efficient

finance operation to deliver exceptional

service to the Group. Key elements of the

transformation include the centralisation of

the finance function and the establishment

of a finance shared services centre in

Manila. This shift involved migrating all

process-level activities to Manila to realise

significant cost savings. The transformation

also focuses on standardising, simplifying,

and automating finance processes to

improve efficiency and reduce operational

complexity. As part of this process,

management layers will be streamlined

to create a flatter organisational

structure, promoting greater agility and

responsiveness. Additionally, the intended

implementation of a single ERP system will

facilitate seamless system integration, while

redundant activities not contributing to

value creation will be eliminated. These

changes are designed to better align

the finance function with the needs

of the commercial teams, enhancing

value delivery across the organisation.

These changes have not been without

challenges and the Committee continues

to monitor progress and assess risk to ensure

the successful and sustainable delivery of

the transformation objectives.

Taxation

The Board oversees and sets the Group’s

tax strategy and its approach towards

and evaluation of tax risk. The Group’s

internal tax team is is responsible for the

implementation and management of

these matters, taking external advice

where considered necessay and

appropriate.

During the year the Board and Audit & Risk

Committee were briefed on tax matters

and developments at regular intervals,

including: filing and payment status in

each jurisdiction; potential tax risks and

liabilities; and the alignment of tax policy

with value creation and the Group’s

organisational design, both by the previous

Head of Tax, and his successor who joined

in October 2024. These matters continue to

be kept under close review going into 2025.

For further information, see notes 9 and 26

to the financial statements.

Goodwill and impairment reviews

As set out in note 12 to the consolidated

financial statements, the Group has

significant goodwill and other intangible

assets identified on acquisition relating

to the acquisition of William Hill.

The Committee reviewed the cash flow

forecasts supporting the carrying value

of goodwill and other intangible assets,

including the key assumptions and

estimates, and the impact of the external

economic environment on discount

rates. There were no impairments noted

relating to the goodwill recognised in the

current year.

evoke plc Annual Report & Accounts 2024

The Committee reviewed whether there

were other triggers for impairment

across the remainder of the Group. No

impairment indicators were noted, and

there were no indicators suggesting a need

for impairment reversal.

Revenue recognition and

development costs capitalisation

Revenue recognition and the capitalisation

of development costs are areas of material

risk in relation to the preparation of the

financial statements. The Committee

has considered the Group’s accounting

policies in these areas as well as the

application of those policies and the

process and control framework and has

concluded that the Group’s recognition

of income and capitalisation of

development costs is appropriate.

Cyber security

The Audit & Risk Committee has been

actively engaged in overseeing the

Group’s cyber security programme, led

by the Group Chief Information Security

Officer (CISO). The programme has been

structured to identify and assess the top

cyber risks faced by the Group, with

clear remediation tasks prioritised to

address vulnerabilities. The CISO regularly

provides updates to the Committee, to

keep it informed of any emerging threats,

progress on key remediation efforts, and

any adjustments to the risk landscape. This

ongoing oversight allows the Committee to

ensure that appropriate actions are being

taken to safeguard the Group’s information

systems and mitigate cyber risks effectively.

The Audit & Risk Committee oversaw

internal audit’s continuing review of the

Group’s cyber incident response capability.

In addition to this, the ISO27001 certification

was maintained and expanded to

cover the Group under one certification

as opposed to maintaining separate

certifications for legacy organisations.

Internal controls and risk management

The Board has overall responsibility for

ensuring that the Group maintains a

sound system of internal control. There

are inherent limitations in any system of

internal control and no system can provide

absolute assurance against material

misstatements, loss or failure. Equally, no

system can guarantee elimination of the

risk of failure to meet the objectives of the

business. Against this background, the

Committee has, together with the Board,

developed and maintained an approach

to risk management that incorporates risk

appetite and tolerance, the framework

within which risk is managed and the

responsibility and procedures pertaining to

application of the policy.

Enterprise Risk Management Framework

The Group’s Enterprise Risk Management

Framework is systematic set of processes

which are used to determine the sources

of risk that could impact the Group, the

delivery of its strategy, and allows us to

articulate our risk approach, what we will

and will not accept, across all brands and

entities. It also provides us with the tools

to go further in identifying opportunities

for growth, and improved betting and

gaming experiences in a responsible and

sustainable way.

The Board approved the new evoke

Enterprise Risk Management Framework

in July 2024 following comprehensive

review, engagement and endorsement

from the Audit and Risk Committee. This

underscored a renewed commitment to

sound risk management principles and

a bold risk strategy designed to protect

evoke and its stakeholders from the

negative impacts of uncertainties in the

operating environment whilst empowering

the strategic vision to thrive. This risk

strategy involves:

• Comprehensive Risk Assessment

• Opportunity-Centric Approach

• Risk-Informed Decision Making

• Operational Resilience and

Business Continuity

• Horizon Scanning and Emerging Risks

• Staff Well-being and Engagement

The risk management governance

framework is in place to oversee and

manage all business activities, and it aligns

risk strategy with the Group’s overall goals

and objectives. The Group’s approach

to risk is underpinned by a defined set

of principles to guide and direct risk

appetite, which have been agreed by

the Board. During the year, the Board Risk

Appetite Statement was redefined and is

accompanied by key risk indicators and

clear tolerance thresholds.

The Committee assessed the key priorities

for 2025 and believes that they promote

a strong risk culture which ensures the

Group’s operations remain sustainable.

The Group is proactive in ensuring that

corporate and operational risks are

identified, assessed and managed by

identifying suitable controls. A corporate

risk register is maintained by the Chief Risk

Officer. The Audit & Risk Committee are

aware that risk identification can arise

from a range of internal and external

sources. Therefore, throughout 2024, the

Committee’s work reviewed, challenged

and provided oversight for a number of risk

sources, including but not limited to:

• Business strategy

• Business transformation and new

operating models

• Risk incidents

• Key risk indicators

• New product development

• Changes to existing products

• Regulatory and legislative changes

• External market changes

and developments

• Emerging risks and opportunities

A description of the principal risks is set out

in the risk report on pages 48 to 59.

The Board, supported by the Audit & Risk

Committee, has confirmed that it has

carried out a robust assessment of the

principal risks facing the Group, including

those which threaten its business model,

future performance, solvency or liquidity.

In addition to the matters above, the work

of the Committee during the year included:

• Reviewing the draft interim and annual

reports and considering:

• The accounting principles, policies and

practices adopted and the adequacy

of related disclosures in the reports;

• The significant accounting issues,

estimates and judgements of

management in relation to

financial reporting;

• Whether any significant adjustments

were required arising from the audit;

• Compliance with statutory tax

obligations and the Company’s

tax policy;

• Whether the information set out in

the Strategic Report was balanced,

comprehensive, clear and concise

and covered both positive and

negative aspects of performance; and

• Whether the use of ‘Alternative

Performance Measures’ obscured

IFRS measures.

• Meeting with internal and external

auditors, both with and in the absence

of the Executive Directors.

• Reporting to the Board on how it has

discharged its responsibilities.

• Making recommendations to the Board

in respect of its findings in respect of all

of the above matters.

• Review and approval of the external

audit fee.

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Supplementary Information

Financial Statements

Governance

Audit & Risk Committee continued

The Board considers that the processes

undertaken by the Audit & Risk Committee

continue to be appropriately robust,

effective, and in compliance with the

guidance issued by the FRC.

The Group’s internal controls are kept

under continuous review. A new operating

model has been developed to ensure that

there are clear lines of responsibility, and

the most effective control processes are in

place across the Group. The Committee

also believes that the Company

complies with the FRC Guidance on Risk

Management, Internal Control and Related

Financial and Business Reporting.

Enterprise risk management

forward view

In 2025, the Audit and Risk Committee

has committed to the supporting

initiatives led by the Chief Risk Officer

to further develop the Enterprise Risk

Management Framework and leveraging

the value generated from best-in-class risk

management practice to ensure delivery

of evoke’s strategic initiatives. This will

look to extend the risk culture initiatives

to the widest reaches of the Company’s

operations to elevate our ground-led

assessments, the automation of risk

management through new smart solutions,

and the enhancement of our unified risk

response solutions allowing us to align

corporate risk mitigation to longer term

corporate strategy goals.

Going concern and

financial viability

During 2024, the Committee reviewed the

appropriateness of adopting the going

concern basis of accounting in preparing

the full year financial statements, and

assessed whether the business was viable

in accordance with the Code. As part of

the assessment, the Committee closely

scrutinised the Group’s major risks, both

individually and how they might occur

in combination, their financial impact,

how they are managed, the availability

of finance and the appropriate period

for assessment. This included detailed

modelling of the Company’s assumptions

underlying its forecast. The going concern

analysis has been performed for a period

of 12 months to the end of 31 March 2026 in

order to incorporate the Groups individual

statutory audits within this timeframe.

In its going concern assessment, the

Directors have considered a range of

plausible downside scenarios as well

as considering separate reverse stress

tests. They have also considered the

further actions available to the Group

to conserve cash to mitigate the impact

of any severe but plausible downside

scenarios occurring.

The Committee challenged the

identification of these scenarios linked

to principal risks and uncertainties and

the assumptions comprising the viability

analysis carried out by management and

deemed appropriate the going concern

basis of accounting and disclosure around

both going concern and the viability

statement. The Group’s viability statement

is on page 60.

Fair, balanced and understandable

The Committee considered whether the

2024 Annual Report is fair, balanced and

understandable, and whether it provides

the necessary information to shareholders

to assess the Group’s performance,

business model and strategy. The

Committee considered management’s

assessment of items included in the

financial statements and the prominence

given to them and ensured it followed a

framework which supports the inclusion

of key messaging, market and segment

reviews, performance overviews, principal

risks and other governance disclosures.

The Committee also ensured that sufficient

forward-looking information was provided,

and a balance made between describing

potential challenges and opportunities.

The Committee and subsequently the

Board are satisfied that, taken as a whole,

the 2024 Annual Report & Accounts are

fair, balanced and understandable.

This is ensured by the use of clear and

transparent language, objective tone,

balanced metrics, visual aids, structure,

and comprehensive disclosure throughout

the report.

The Committee ensured the steps

undertaken by management were

performed such that the Annual Report

& Accounts remain fair, balanced

and understandable including the

following processes:

• The Group’s Finance department,

Director of Investor Relations, Company

Secretary and legal advisers initiate the

process in coordination with the Group’s

public relations advisers, focusing on

main themes and financial trends which

primarily inform the Chair’s Statement,

Strategic Report and Business & Financial

Review. The draft statements are then

reviewed, and comments provided by

Group senior management. Input was

also provided by the Company’s Risk

team, Reward team and remuneration

and ESG consultants.

• The Group’s Company Secretary leads

the process of compiling the relevant

legal and corporate governance

sections, and obtains input from Group

legal advisers, senior management and

Board members as required.

• The Group’s Risk team drafts the

risk report supported by legal

advice received by the Group and

developments in relevant risks and risk

discussions held by the Board.

• The Group’s Reward team drafts

the Directors’ Remuneration Report

(including the Remuneration Policy)

which is then reviewed by the Group’s

remuneration advisers and the

Remuneration Committee.

• The Group’s ESG team draft the ESG

sustainability report with input from

the Safer Gambling, Procurement and

People teams. TCFD data is compiled by

the Procurement and ESG teams.

• The Group’s Finance department

prepares the accounts. These are

audited by the Company’s auditors,

who check amongst other matters

that the Group has given appropriate

attention to any relevant changes in

accounting policies.

• The Group’s CFO, Group Financial

Controller and Director of Investor

Relations review the entire Annual Report

& Accounts and lead an iterative process

pursuant to which the relevant internal

and external stakeholders review and

provide comments.

• Following consideration of whether

sufficient information has been provided

to give shareholders a fair, balanced and

understandable account of the business

and allow them to assess its position

and performance, business model and

strategy, the Audit & Risk Committee

recommendations are provided to

the Board.

• The Annual Report & Accounts is finally

reviewed by the full Board for approval.

• Adequate time is given to each of

the above steps to allow for full and

meaningful review.

evoke plc Annual Report & Accounts 2024

Performance of the Audit

& Risk Committee

The Audit & Risk Committee’s performance

was evaluated as part of the Board

evaluation in 2024 as detailed on page 68.

The overall conclusion of the review was

that the Committee remains effective in

discharging its functions and reporting to

the Board and the recommended change

to include risk within the Committee’s area

of responsibility has been completed.

Internal auditors

The Internal Audit team provides

independent assurance over the Group’s

risk management and internal control

processes to the Board via the Audit & Risk

Committee. The Audit & Risk Committee

reviewed and monitored the internal audit

plan in accordance with the principal risks

to the business. The Committee reviewed

reports from the in-house Internal Audit

team in relation to all internal audit work

carried out during the year and monitored

responses and follow ups by management

to internal audit findings. During 2024, the

Committee received reports on:

• Data Privacy & GDPR Compliance

• AML & Safer Gambling

• Payment Service Provider Management

• Recruitment & Retention

• Customer Interaction

• Finance Transformation

• Delivering Compliance for

New Technology

• Technology Service Stability

• Whistleblowing

• Cyber Security

• Ad-hoc Investigations

The 2025 risk-based audit programme

was reviewed and approved by the Audit

& Risk Committee in January 2025. Any

changes to this agreed audit programme

will be communicated to the Audit & Risk

Committee and will require its approval.

External auditors

EY has been the Company’s external

auditor since appointment in 2014 and

re-appointment in 2023. The partners

responsible for the external audit are Dale

Cruz, a partner in EY’s Gibraltar office, and

Marcus Butler, a partner in EY’s London

office. Dale and Marcus have been

responsible for the evoke group’s audit

since 2023 and 2021 respectively.

The Committee has reviewed the

performance of EY in relation to the

Group audit, a process which involved

all Board members and senior members

of the Group’s Finance function. Specific

consideration was given to:

• ensuring that safeguards put in place

by the auditor against independence

threats are sufficient and comprehensive;

• ensuring that the quality and

transparency of communications from

the external auditors are timely, clear,

concise and relevant and that any

suggestions for improvements or changes

are constructive;

• determining whether they had exercised

professional scepticism, with regards

to the reliability of evidence provided,

the appropriateness and accuracy of

management responses to questions,

considering potential fraud and the

need for additional procedures and the

willingness of the auditor to challenge

management assumptions; and

• considering whether the quality of the

audit engagement team is sufficient and

appropriate – including the continuity

of appropriate industry, sector and

technical expertise.

Feedback is provided to the external

auditor by the Audit & Risk Committee

through one-to-one discussions between

the Chair of the Audit & Risk Committee

and the audit firm partner. Each year, the

results of the review of the EY audit practice

by the UK regulator are discussed with the

audit team to determine the relevance to

the Group’s audit and how the team needs

to respond.

The conclusions reached by the

Committee were that EY had performed

the external audit to a professional

standard, and it was therefore the

Committee’s recommendation that

the reappointment of EY be proposed

to shareholders at the Annual General

Meeting to be held in May 2025.

The Committee reviewed the reports

prepared by the external auditors

on key audit findings and any

significant deficiencies in the financial

control environment, as well as the

recommendations made by EY to

improve processes and controls together

with management’s responses to those

recommendations. EY highlighted a

small number of specific internal control

weaknesses and management committed

to making appropriate changes to controls

in the areas highlighted by EY.

The Committee notes and confirms

compliance with the other provisions of

the Competition & Markets Authority Order

2014 in respect of statutory audit services

for large companies.

Audit and non-audit work

The Audit & Risk Committee remains

mindful of the attitude investors have to

auditors performing non-audit services.

The Committee has clear policies relating

to the auditors undertaking non-audit

work and monitors and approves the

appointment of the auditors for any

non-audit work involving fees above £25k,

with a view to ensuring that non-audit

work does not compromise the auditors’

objectiveness and independence. The

Committee is committed to ensuring that

fees for non-audit services performed

by the auditors will not exceed 70% of

aggregate audit fees measured over a

three-year period. This policy was reviewed

and approved in March 2025.

Fees payable to the auditor for audit and

non-audit services are set out in note 5 to

the financial statements on page 129.

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Supplementary Information

Financial Statements

Governance

Membership in 2024

Meeting

attendance

Andrea Gisle Joosen 4/4

Anne de Kerckhove 4/4

Limor Ganot 4/4

Andrea Gisle Joosen

Chair of the Remuneration Committee

Remuneration Committee

Dear Shareholder,

I am pleased to present the Directors’

Remuneration Report for the year ended

31 December 2024. This report sets out:

• my statement on the activities and

decisions of the Remuneration

Committee during the year;

• a summary of the main elements of the

Directors’ Remuneration Policy which

was approved at our 2024 AGM; and

• the Annual Report on Remuneration,

which explains how the Directors’

Remuneration Policy was implemented

in 2024 and how the policy will be

implemented in 2025.

As a company incorporated in Gibraltar,

evoke plc is not bound by UK law or

regulation in the area of Directors’

remuneration to the same extent that it

applies to UK incorporated companies.

However, reflecting the Committee’s

approach to good governance and

investor expectation, we have prepared

this report in line with the requirements of

the Directors’ Remuneration Reporting

regulations.

Overview of 2024

2024 was a pivotal year for the business,

with our new strategy and value creation

plan laying the foundations for our

transformation. The plan set out six strategic

initiatives to drive operational excellence

and prepare the business for step-change

value creation. The impact of the new

growth strategy and turnaround is evident,

with the business returning to growth

towards the end of the year reflecting

strong cost control, enhanced capabilities

and our increasingly efficient operating

model. FY24 financial performance has

been impacted by legacy operational

and marketing approaches resulting in

performance below initial expectations in

the first half of the year. However, there has

been significant progress in transforming

the Group’s capabilities to strengthen our

competitive advantages, with a strong

second half leaving us well positioned for

mid- and long-term profitable, sustainable

growth and investor return as we look

to 2025.

This has been the context in which the

Committee has reviewed remuneration

outcomes for the year and considered

metrics and target setting for the

year ahead.

Remuneration outcomes for 2024

The bonus for 2024 was based 55% on

financial measures and 45% on strategic,

individual and ESG performance.

Performance against all three financial

measures was below threshold resulting

in no payout for this element of the bonus.

That said, the “gateway” level of profit

performance was achieved, meaning

the possibility of a bonus payable against

the non-financial element. Performance

against the strategic and individual

objectives, which were aligned to the

initiatives under the value creation plan,

was broadly on target, reflecting the

challenge of the targets set. Our ESG

scorecard focusing on players, people

and planet was assessed at 34.2% of

maximum providing a total bonus payout

of 19.7% of maximum. Details of targets and

performance against them are included

later in this report.

The Committee considered whether this

outcome was appropriate taking into

account the below threshold outcome of

the financial performance element, the

strategic progress achieved, and the wider

stakeholder experience. The Committee

has seen good progress made with our

transformative Value Creation Plan over the

year, with the business returning to growth.

Noting this, the importance of the strategic

objectives in laying the foundations for

growth and the resulting moderate bonus

payout, the Committee is comfortable with

the formulaic bonus outcome and that no

discretionary adjustment is required. In line

with our policy, one-third of the net bonus

payable will be used to purchase shares in

the Company which are subject to a two-

year holding period.

The current Executive Directors did not

participate in the 2022 LTIP which was

based on relative TSR and adjusted EPS

growth. Performance was below threshold

against both measures and as a result, the

award granted to our former CFO Mr Dafna

has lapsed.

Implementation of policy for 2025

There will be no increases to Executive

Directors’ salaries for 2025.

The Committee has reviewed operation of

incentives for 2025 and is keen to ensure

our executives are sufficiently incentivised

to deliver the Value Creation Plan. 2025

will be a critical year for the Group, and

the Committee believes it is important to

drive and be able to reward the significant

step-change in financial and strategic

performance required to deliver our

business turnaround. As a result, the annual

bonus opportunity for 2025 is increased

within our approved policy maximum, by

one-third to 200% of salary for the CEO and

166.67% of salary for the CFO.

evoke plc Annual Report & Accounts 2024

Payment of the increased level of bonus

will require a significant increase in

financial performance and our strategic

initiatives and over achievement against

our plan, aligning to shareholder return.

The Committee is increasing the bonus

opportunity for FY25 and will continue to

review quantum again in the context of

target setting for future years. The annual

bonus for 2025 will be based on the same

mix of key financial and strategic measures

used in 2024.

There will be no change to LTIP award levels

for 2025. The performance measures and

weightings have been reviewed and there

is a small adjustment, with 50% continuing

to be based on net value creation and

50% based on relative TSR but with a small

increase to the weighting of the FTSE 250

(excluding investment trusts) peer group

to 60% and down weighting of the sector

peer group to 40% of the TSR element. This

recognises the continued importance of

rewarding out-performance against our

sector peers, while recognising potential

challenges in measuring this with a limited

number of peers.

Shareholder engagement

I reached out to our largest shareholders

(comprising 72% of the register) to explain

our proposed operation of the policy for

FY25 and the rationale for the increase in

maximum bonus opportunity. Shareholders

were given the opportunity to feed back

or to discuss our approach to remuneration

more generally. The Committee received

feedback from shareholders holding 44% of

our register through meetings and written

feedback and there were no concerns

raised with our proposed approach.

Wider workforce remuneration

The Committee continues to review

and consider the pay arrangements for

colleagues, who are essential to delivering

our business transformation. The workforce

salary increase for 2025 is budgeted at 3%,

excluding UK Retail where higher increases

will be made to bring pay just above the

increased National Living Wage from April

2025. In addition, following a review of

benefits, medical cover will now be offered

to our UK Retail colleagues. The annual

bonus opportunity for eligible colleagues

for FY25 will also be increased by one-third,

reflecting the approach for our Executive

Directors, ensuring that colleagues

also share in the benefits of increased

financial performance.

Conclusion

The Committee is comfortable that the

moderate bonus payout for FY24 is fair

and appropriate taking into account

the progress that has been achieved

during the year against our new value

creation strategy and the Group’s return

to growth. The operation of the policy for

FY25 supports the continued execution

of strategy, with the increased annual

bonus opportunity driving and rewarding

significantly increased financial and

strategic performance, ensuring strong

alignment between Executive Directors’

remuneration and shareholder returns.

I look forward to shareholders’ support for

the resolution on this Remuneration Report,

excluding the Directors’ Remuneration

Policy, at our forthcoming Annual

General Meeting.

I am available for any questions you may

have and can be reached through our

Company Secretary.

Andrea Gisle Joosen

Chair of the Remuneration Committee

31 March 2025

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Supplementary Information

Financial Statements

Governance

Directors’ Remuneration Report

Directors’ Remuneration Policy

This part of the Directors’ Remuneration Report sets out a summary of the Remuneration Policy approved by shareholders at our 2024

AGM on 13 May 2024. The policy is intended to apply for a period of up to three years from this date. The full Remuneration Policy is

available in the 2023 Annual Report, which can be accessed at www.evokeplc.com.

Element Purpose Maximum Operation

Base salary

• To recruit, motivate and

retain high-calibre Executive

Directors. Reflects individual

experience and role.

• There is no prescribed

maximum annual base

salary increase.

• Reviewed annually, normally effective

1 April.

• Any increase to Directors’ salaries

will generally be no higher than the

average increase for the workforce.

Higher increases may be made.

Benefits

• To provide a market-

competitive level of benefits

based on the market

in which the Executive

is employed.

• At cost. • Includes a company car or car

allowance, health insurance, disability

and life assurance.

• Other benefits may be provided.

Pension

• To provide market-

competitive

retirement benefits.

• Aligned to the rate applying

to the workforce in the

country of appointment

(currently 5% of salary in

the UK).

• Contribution to Group pension scheme

or cash allowance in lieu of pension.

Annual bonus

plan

• To drive and reward

annual performance

and to encourage long-

term sustainable growth

and alignment with

shareholders’ interests.

• Maximum opportunity of

200% of salary.

• Based on a range of financial (majority)

and non-financial measures.

• No more than 25% bonus payout

at threshold.

• No more than two-thirds of bonus paid

in cash with the remaining amount, net

of tax, invested in shares and held for

two years.

• Committee discretion to adjust

formulaic outcome and malus and

clawback provisions apply.

Long-term

incentive plan

• Rewards Executive

Directors for achieving

longer-term performance

and sustainable growth

for shareholders.

• Exceptional maximum is

300% of salary.

• Normal maximum is 200%

of salar y.

• Based on a range of financial, total

shareholder return and non-financial

measures (minority).

• No more than 25% vests for

threshold performance.

• Three-year performance period with

two-year holding period.

• Committee discretion to adjust

formulaic outcome and malus and

clawback provisions apply.

All-employee

share plans

• To align with Group

employee reward and to

promote share ownership.

• As per HMRC limits. • Executive Directors may participate in

any all-employee share plan operated

by the Company.

Shareholding

requirement

• To provide alignment with

shareholders’ interests.

• 200% of salary

during employment.

• 100% of salary (or actual

shares if lower) post-

employment for one year

and 50% of salary for the

second year.

• Executive Directors are required to

retain shares from incentive awards to

meet the requirement within five years

of appointment.

Non-Executive

Directors

• To provide an appropriate

fee level to attract and

retain a Chair and NEDs and

to appropriately recognise

the responsibilities and

time commitment.

• No prescribed maximum

annual fee increase.

• NEDS are paid a base fee

and additional fees for

additional responsibilities.

• Any reasonable business-related

expenses will be reimbursed.

evoke plc Annual Report & Accounts 2024

Service agreements and letters of appointment

Executive Directors

The Executive Directors have a service contract requiring 12 months’ notice of termination from either party as shown below. Their service

contracts are available for inspection at evoke’s registered office and at each Annual General Meeting.

Executive Director Date of appointment

Date of current

contract

Notice from the

Company

Notice from the

individual

Unexpired period of

service contract

Per Widerström 16 October 2023 26 July 2023 12 months 12 months Rolling

Sean Wilkins 1 February 2024 12 September 2023 12 months 12 months Rolling

Chair and Non-Executive Directors

The Non-Executive Directors serve subject to letters of appointment and are appointed subject to re-election at each Annual General

Meeting. The Non-Executive Directors are typically expected to serve for three years, although the Board may invite a Non-Executive

Director to serve for an additional period. Their letters of appointment are available for inspection at evoke’s registered office and at

each Annual General Meeting.

The table below details the letters of appointment for each Non-Executive Director.

Non-Executive Directors Date of appointment

Date of current letter of

appointment Unexpired term of service contract

Lord Mendelsohn 23/09/2020 (Non-Executive Director)

01/04/2021 (Chair)

01/04/2024 31/03/2027

Limor Ganot 01/08/2020 01/0 8/2023 31/07/2026

Andrea Gisle Joosen 0 5/07/202 2 05/07/2 0 2 2 04/07/2 0 25

Anne de Kerckhove 2 8/11/ 2 017 2 8/11/ 2 0 2 3 27/11/2026

Ori Shaked 13/09/2022 13/09/2022 12/09/2025

Mark Summerfield 05/09/2019 05/09/2022 04/09/2025

Susan Standiford 01/11/2024 28/08/2024 31/10/2027

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Supplementary Information

Financial Statements

Governance

Directors’ Remuneration Report continued

FY25 remuneration scenarios for Executive Directors

The charts below illustrate the potential remuneration opportunities for the Executive Directors during FY25 based on different

performance scenarios.

Minimum: Comprises fixed pay only using the salary for FY25, an estimate of the value of benefits and a company pension contribution

in line with policy.

On-target: Fixed pay plus an annual bonus payout at 50% of maximum (100% of salary for the CEO and 83.33% of salary for the CFO)

and LTIP vesting at 50% of face value (100% of salary for the CEO and 87.5% of salary for the CFO).

Maximum: Comprises fixed pay and assumes full payout under the annual bonus (200% of salary for the CEO and 166.67% for the CFO)

and the LTIP grant vests in full (200% of salary for the CEO and 175% for the CFO). The maximum scenario includes an additional element

to represent 50% share price growth on the LTIP award from the date of grant to vesting.

Below target

4,000,000

5,000,000

3,000,000

2,000,000

1,000,000

Target CEO

Maximum

Below target

Target CFO

Maximum

1000000

2000000

3000000

4000000

5000000

100%

£722k

£2,074k

£4,102k

£462k

£1,196k

£2,307k

£1,931k

£3,426k

35%

33%

39%

32%

22%

100% 39%

30%

37%

39%

31%

24%

Key

Fixed Pay

Annual Bonus

LTIP

LTIP with 50% Share

price growth

evoke plc Annual Report & Accounts 2024

Annual Report on Remuneration

This Annual Report on Remuneration, together with the Chair’s Annual Statement, will be subject to an advisory vote at the Annual

General Meeting to be held on 28 May 2025. The information on page 86 respect to Directors’ emoluments and onwards through page

93 has been audited.

Operation of Remuneration Policy for 2025

Base salaries

There are no base salary increases for 2025. The CEO’s salary therefore is £676,000 and the CFO’s salary is £430,000.

Annual bonus

The CEO’s maximum bonus opportunity has been increased to 200% of salary and the CFO’s maximum bonus opportunity has been

increased to 166.67% of salary.

20% of bonus potential will be based on Group revenue, 20% Group adjusted EBITDA, 15% leverage targets calculated using net debt to

adjusted EBITDA ratio, 25% strategic objectives, 10% on an ESG scorecard (weighted 50% safer gambling, 25% environmental impact, 25%

employee engagement) and 10% based on personal objectives. These key measures underpin our Value Creation Plan.

Full retrospective disclosure of targets and performance against them will be disclosed in next year’s report.

Long-term incentive plan

The CEO will receive an award of 200% of salary and the CFO will receive an award of 175% of salary.

For 2025, the performance conditions continue to be 50% determined by net value creation targets and 50% on relative TSR (with

40% against a bespoke sector peer group and 60% against the FTSE 250 excluding investment trusts). TSR assesses the Company’s

performance against peers and aligns the rewards received by executives with the returns received by shareholders, whilst net value

creation provides a specific focus on our combined priorities of profit growth and debt reduction.

Net value creation will be calculated as follows:

• Gross economic value creation: adjusted EBITDA increase (2027 adjusted EBITDA minus 2024 adjusted EBITDA), multiplied by a multiple

of 6.8; PLUS

• Change in debt: 2027 adjusted net debt minus 2024 adjusted net debt; MINUS

• Change in equity: value of any equity issued.

The performance targets are as set out below:

Performance measure Threshold (25% vests) Maximum (100% vests)

Net value creation £891m £1,640m

Relative TSR (versus sector peer group

) Median Median + 10% p.a.

Relative TSR (versus FTSE 250) Median Upper quartile

1. The sector peer group comprises Bally’s Corporation, Betsson AB, Flutter Entertainment plc, Entain plc, Kambi Group plc, Playtech plc and Rank Group plc.

Pension and benefits

Pension allowance continues at 5% of salary. Both Directors receive benefits in line with policy.

Non-Executive Directors’ fees

The Non-Executive Director fees remain unchanged from 2024.

• Non-Executive Chair fee: £320,000

• Non-Executive Director fee: £90,000

• Senior Independent Director fee: £20,000

• Chair of a Board committee (inclusive of membership fee): £15,000

• Membership of Audit & Risk, Remuneration, ESG, Nominations or Gaming Compliance Committee: £5,000

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Supplementary Information

Financial Statements

Governance

Directors’ Remuneration Report continued

Remuneration paid to Executive Directors for services in 2024

The following table presents the Executive Directors’ emoluments in respect of the year ended 31 December 2024.

Executive Directors

Salary

£’000

Taxable

benefits

£’000

Annual

bonus

£’000

Long-term

incentives

£’000

Pension

£’000

Total

£’000

Total

fixed pay

£’000

Total

variable

pay

£’000

Per Widerström, CEO 2024 676 12 199 34 921 722 199

2023 153 173 – – 7 333 333 –

Sean Wilkins

, CFO 2024 394 11 97 – 23 525 428 97

2023 – – – – – – – –

1. Sean Wilkins’ salary is shown for the period from 1 February 2024 to 31 December 2024.

2. Benefits total represents the taxable value of benefits paid. Benefits provided to Executive Directors

for 2024 include: family private healthcare, life assurance and car allowance.

3. Annual bonus is the total gross payment before any amount has been invested in bonus shares.

4. Per Widerström and Sean Wilkins receive a pension cash allowance of 5% of base salary (in line with wider workforce).

5. Sean Wilkins’ taxable benefits value is overstated by £1,337 and the pension value is overstated by £3,075. This represents an

overpayment in respect of private healthcare and pension cash allowance, which has subsequently been repaid.

Non-Executive Directors’ fees

The following table presents the Non-Executive Director fees in respect of the year ended 31 December 2024. All amounts are in £’000.

Non-Executive Directors Fee Other Total fee

Jon Mendelsohn

2024 325 – 325

2023 571 – 571

Anne de Kerckhove

2024 145 3 148

2023 179 2 181

Mark Summerfield

2024 115 – 115

2023 145 – 145

Limor Ganot

2024 105 1 106

2023 101 – 101

Andrea Gisle Joosen

2024 110 0 110

2023 100 1 101

Ori Shaked

2024 105 5 110

2023 94 – 94

Susan Standiford

2024 15 15

2023 – – –

1. Lord Mendelsohn’s fee for 2023 reflects his role as Non-Executive Chair between 1 January 2023 to 29 January 2023 and 16 October 2023 to 31

December 2023 and Executive Chair from 30 January 2023 to 15 October 2023, with 2024 showing his fees as Non-Executive Chair for the entire year.

2. Anne de Kerckhove received an additional Non-Executive Director fee of £30,000 for 2023 for the additional time spent during

the year on integration matters. She received reimbursed grossed up expenses of £3,245 in 2024 and £2,077 in 2023.

3. Mark Summerfield received an additional Non-Executive Director fee of £30,000 for 2023 for

the additional time spent during the year on integration matters.

4. Limor Ganot received reimbursed grossed up expenses of £920 in 2024.

5. Andrea Gisle Joosen received reimbursed grossed up expenses of £274 in 2024 and £1,027 in 2023.

6. Ori Shaked received reimbursed grossed up expenses of £5,129 in 2024.

7. Susan Standiford was appointed on 1 November 2024. She has received her Non-Executive Director fee only for the period 1 November

2024 to 31 December 2024, with the Audit & Risk Committee fee for the period from 1 November 2024 paid in March 2025.

evoke plc Annual Report & Accounts 2024

Annual bonus payments in respect of 2024 performance

The maximum bonus opportunity for our CEO was 150% of salary and for our CFO was 125% of salary pro-rated to his appointment to the

Board on 1 February 2024.

The annual bonus measures, weightings, targets and performance against them are set out below.

Performance measure Weighting

Threshold

(10% payout)

Target

(50% payout)

Maximum

(100% payout)

Actual

performance

Formulaic

bonus outcome

(% of maximum)

Revenue

20% £1,795m £1,889m £1,983m £1,754m 0%

Adjusted EBITDA 20% £324m £341m £358m £312m 0%

Leverage 15% 5.3× 5.1× 5.0× 5.7× 0%

Strategic objectives 25% See table below 45%

ESG scorecard Player

Assessment of player safety, ensuring our

customers bet and game in a safe and

sustainable way

On-target

50%

People – Group ENPS 2.5% +8 +11 +15 +10 36.67%

Planet – Scope 1&2

emissions change

2.5% −2.5% −4% −6% +2% 0%

Personal objectives 10% See table below 50% 50%

1. In determining the outcome, the Committee took into account (1) the development of our ‘Positive Play Scale’ methodology during

the year, which enables the Group to assess customer behaviours and tracks our progress in promoting positive play, a key pillar of

our ESG framework, (2) implementation of player safety processes to manage financial risk, (3) new technology deployed to monitor

and ensure the safety of our customers online and in retail, and (4) projects underway to ensure timely harm identification.

2. At least 90% of the adjusted EBITDA target must be achieved for any bonus to be payable.

Strategic objectives

Performance for the strategic objectives has been assessed based on the Group’s progress against stretching objectives across five

strategic initiatives within the Value Creation Plan. The sixth strategic initiative is ESG and therefore included in the ESG scorecard.

Strategic initiative Weighting Measurement Performance

Score (% of

maximum)

Customer Lifecycle

Management

20% 1. Delivery of the Customer

Experience Platform for

William Hill (WH) UK by

end September 2024.

2. Deliver forecast revenue benefits

in FY24.

1. Chosen Customer Experience

Platform implemented on time.

2. Forecast revenue benefits delivered.

50%

Customer Value

Proposition (CVP)

20% 1. Delivery of brand CVPs with

appropriate materials produced,

signed off and rolled out to

the business by end May for

MRG (Mr Green), September

(WH) and October (888).

2. Deliver forecast revenue

benefit in FY24 through brand

licence partnerships.

1. (i) MRG – brand positioning completed on time,

new look and feel developed and rolled out.

(ii) WH – significant elements already

implemented in 2024.

(ii) 888 – 888 Brand CVP process continues

with a team and plan in place.

2. Forecast revenue benefit not delivered.

25%

Operations 2.0 20% 1. Intelligent automation foundation

and roadmap ready for

monetisation by end of June.

1. Foundation and roadmap delivered on time

and forecast benefits delivered in FY24.

50%

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Supplementary Information

Financial Statements

Governance

Directors’ Remuneration Report continued

Strategic initiative Weighting Measurement Performance Score (%of

maximum)

Product &

Technology

Foundations

20% 1. Deliver forecast revenue

benefit in FY24 through

product roadmap delivery.

2. Deliver identified ‘quick

wins’ associated with One-

Platform programme.

1. Forecast incremental revenue delivered.

2. All identified quick wins delivered.

50%

Winning

Organisation

20% 1. New target operating model

implemented (including RACI

matrix, people impact, RAG, and

transition plan) by end April.

2. Target operating model RAG

assessed green for senior

leadership population (based on

high performance organisation

skill gap closure and/or external

hiring) by end of December.

1. Target operating model delivered

over two phases.

2. Senior leadership population changes complete.

50%

Personal objectives

Objective Weighting Measurement Performance

Score (% of

maximum)

Successful

execution of the

One Company

programme,

including launch

of a new strategy

and 2024–2026

Value Creation Plan,

as well as a new

corporate brand.

50% 1. Strategy and VCP approved

and launched before

end of March 2024.

2. New corporate brand

approved and launched

before end of March 2024, with

shareholder approval received

at the AGM in May 2024.

1. Both approved and launched

before end of March 2024.

2. evoke corporate brand launched

before end of March 2024, 99.79% votes

in favour at AGM in May 2024.

50%

Project Jupiter

executed

according to plan.

50% 2024 cost savings against target

of £ 2 9.6m.

Savings target exceeded by c. £3.4m. 50%

In determining the percentage of bonus potential to award for personal performance the Committee has also considered the Directors’

individual contribution to the leadership and engagement of the Executive Committee and wider business.

Total bonus payable for 2024

Director

Operational

targets

payout (% of

maximum)

Personal

objectives

payout (% of

maximum)

Total bonus

payout (% of

maximum)

Total

payout

£’000

Per Widerström 16.3 0% 50% 19. 70 % 199

Sean Wilkins 16.3 0% 50% 19. 70 % 97

In reviewing the formulaic outcome under the bonus, the Committee took into account whether there had been any significant

compliance concerns during the year and noted there were none.

One-third of the bonus (net of tax) will be used to purchase shares which the Executive is required to hold for a period of two years.

evoke plc Annual Report & Accounts 2024

Long-term incentive awards with performance period ending in the year ended 31 December 2024

The 2022 LTIP awards have a performance period that ended on 31 December 2024.

The table below sets out the targets and performance against them resulting in no vesting.

TSR

Adjusted EPS

Performance level Performance required % vesting Performance required % vesting

Below threshold Below median 0% Less than 9.8% CAGR 0%

Threshold Median = −17.1% p.a. 25% 9.8% CAG R 25%

Maximum

Median + 10% p.a. =

−8.8% p.a. 100% 13.6% CAGR 100%

Actual achieved −44.6% p.a. 0% −78.15% CAGR 0%

1. TSR peer group comprises Betsson AB, Flutter Entertainment, Gamesys, Entain, Kambi Group, Kindred Group, LeoVegas, Playtech and Rank Group.

The only participant in the 2022 LTIP is former CFO Yariv Dafna whose award has now lapsed.

Scheme interests awarded during the year

The table below sets out the grants of conditional shares under the evoke plc Long Term Incentive Plan in 2024.

Executive Award type Grant date

Number of

awards granted

Face value of

awards granted

Face value of

awards as %

salary

% vesting at

threshold

performance

Per Widerström LTIP 27 March 2024 1,559,4 0 0 £1,352,000 200% 25%

Sean Wilkins LTIP 27 March 2024 867,9 3 5 £752,500 175% 25%

1. The share price used to determine face value is the average closing share price of the three days prior to grant (86.70 pence).

This award is due to vest subject to performance conditions being met at the end of the three-year performance period ending 31

December 2026 as set out below.

Performance measure Weighting Threshold (25% vests) Maximum (100% vests)

Net value creation 50% £859m £1,167m

Relative TSR (versus sector peer group

) 25% Median Median + 10% p.a.

Relative TSR (versus FTSE 250) 25% Median Upper quartile

1. The sector peer group comprises Bally’s Corporation, Betsson AB, Flutter Entertainment plc, Entain

plc, Kambi Group plc, Kindred Group plc, Playtech plc and Rank Group plc.

Loss of office payments and payments to past Directors

There we no loss of office payments and payments to past Directors in 2024, other than as previously disclosed in 2023.

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Supplementary Information

Financial Statements

Governance

Directors’ Remuneration Report continued

Directors’ shareholdings and share interests

Details of the Directors’ interests (and of their connected persons) in shares as at 31 December 2024 are shown in the table below. On 28

January 2025 Andrea Gisle Joosen purchased a further 14,572 shares and now holds an interest of 31,271 shares.

Director

Legally

owned

Unvested

shares with

performance

conditions

Unvested

without

performance

conditions

Unvested

options with

performance

conditions

Unvested

options

without

performance

conditions

Vested

unexercised

options Total

Total for

shareholding

guideline

Shareholding

as % of salary

Per Widerström 2,966,535 1,559,4 0 0 – – – – 4,525,935 2,966,535 268%

Sean Wilkins – 8 67,9 3 5 – – – – 8 67,9 3 5 – 0%

Mark Summerfield 32,412 – – – – – 32,412 – N/A

Anne de Kerckhove – – – – – – – – N/A

Lord Mendelsohn 500,000 – – – – – 500,000 – N/A

Limor Ganot 87, 5 3 6 – – – – – 87, 5 3 6 – N/A

Susan Standiford – – – – – – – – N/A

Andrea Gisle Joosen 16,699 – – – – – 16,699 – N/A

Ori Shaked 672,882 – – – – – 672,882 – N/A

1. The Executive Directors are required to build and maintain a shareholding equivalent to 200% of base salary. Shares counting towards this guideline

include legally owned shares, unvested options without performance conditions (valued on a net of tax basis), and fully vested but unexercised nil-cost

options (valued on a net of tax basis). Achievement against the guideline holding is calculated using the share price at 31 December 2024 of 61.15 pence.

Performance graph

The following graph shows evoke’s performance*, measured by TSR, compared with the performance of the FTSE 250 Index. The Directors

consider that the FTSE 250 Index is the most appropriate comparator benchmark as it has been a member of this index for a significant

period of the time covered by the chart.

Value of £100 Sterling in evoke 1/1/2015–31/12/2024 vs FTSE 250

*evoke plc Ordinary Shares of GBP 0.005 each, being the shares of the Company’s equity share capital whose listing or admission to dealing has resulted

in the Company falling within the definition of ‘quoted company’.

100

150

200

250

300

350

31 Dec 2014

31 Dec 2015

300

350

200

150

250

100

31 Dec 2016

31 Dec 2017

31 Dec 2018

31 Dec 2019

31 Dec 2020

31 Dec 2021

31 Dec 2022

31 Dec 2023

31 Dec 2024

Key

evoke plc

FTSE 250

evoke plc Annual Report & Accounts 2024

Total remuneration history for CEO

The table below sets out the total single figure remuneration for the CEO over the last ten years with the annual bonus paid as a

percentage of the maximum and the percentage of long-term share awards where the performance period determining vesting ended

in the year.

2015 2016 2017 2018

2019

Itai

Frieberger

2019

Itai

Pazner 2020 2021 2022

2023

Itai

Pazner

2023

Jon

Mendelsohn

2023

Per

Widerström 2024

Total

remuneration

(£000s) 3,544 1,369 8,358 1,8 86 364 1,354 2,000 2,970 1,476 67 475 333 921

Annual bonus

(%) 100% 100% 100% 29.2% 74.6% 74.6% 92.5% 78.0% 0.0% 0% N/A 0.0% 19.7 %

LTIP vesting (%) 59% 100% 100% 73.8% 30.6% 30.6% 89.9% 88.5% 0.0% 0% N/A 0.0% 0%

Note: For relevant partial years, we have named the CEO. For completeness, the period of CEO are as follows: Itai Frieberger was CEO from 2012 to March

2016. Itai Frieberger was CEO from March 2016 to January 2019. Itai Pazner was CEO from January 2019 to January 2023. Jon Mendelsohn was Executive

Chair from January 2023 to October 2023. Per Widerström was appointed CEO in October 2023.

Lord Mendelsohn did not participate in the annual bonus or LTIP while performing the role of Executive Chair. Total remuneration shown is in respect of the

period of his appointment as Executive Chair from 30 January 2023 to 15 October 2023 only.

Per Widerström has received one LTIP grant to date which is due to vest in 2027.

Percentage change in Director remuneration compared to the average for other employees

The following table sets out the percentage change in salary, taxable benefits and annual bonus from financial year 2020 to 2024, for

Directors and employees of the Group, taken as a whole.

Change 2024 v 2023 Change 2023 v 2022 Change 2022 v 2021 Change 2021 v 2020

Base

salary/

fee Benefits Bonus

Base

salary/

fee Benefits Bonus

Base

salary/

fee Benefits Bonus

Base

salary/

fee Benefits Bonus

Per Widerström 0% −93% 100% N/A N/A N/A N/A N/A N/A N/A N/A N/A

Sean Wilkins

N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

Mark Summerfield −21% N/A N/A 0% N/A N/A 28% N/A N/A 4% N/A N/A

Anne de Kerckhove −19% N/A N/A 0% N/A N/A 28% N/A N/A 26% N/A N/A

Lord Mendelsohn

−43% N/A N/A 78% N/A N/A 22% N/A N/A N/A N/A N/A

Limor Ganot 4% N/A N/A 0% N/A N/A 3% N/A N/A N/A N/A N/A

Susan Standiford

N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

Andrea Gisle Joosen 10% N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

Ori Shaked 12% N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

Employees

19% 13% 100% −59% −37% 0% 8% 7% −100% −2% −1% −14%

Notes relating to prior years can be found in the relevant year’s report.

1. Sean Wilkins was appointed as CFO on 1 February 2024.

2. Lord Mendelsohn received an increased fee for the duration of his appointment as Executive Chair in 2023.

3. Susan Standiford was appointed to the Board on 1 November 2024.

4. Employee numbers have been calculated on a per average head count basis across the combined Group. Data prior to 2023 was previously

stated excluding William Hill employees and has not been restated. Bonus only includes annual performance bonus payable to colleagues in April

in respect of the previous financial year. No bonus was payable in respect of FY23 performance, with a bonus being payable in respect of FY24.

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Supplementary Information

Financial Statements

Governance

Directors’ Remuneration Report continued

CEO pay ratio

Year Method

25th

percentile

50th

percentile

75th

percentile

2024 B 1:32 1:32 1:27

2023 B 1:39 1:33 1:28

2022 A 1:22 1:18 1:13

2021 A 1:62 1:48 1:35

2020 A 1:33 1:26 1:19

2019 A 1:25 1:19 1:15

CEO

25th

percentile

50th

percentile

75th

percentile

Salary £676,000 £20,893 £20,893 £25,183

Total pay and benefits £921,000 £22,662 £23,237 £26,967

The table above sets out the CEO pay ratio for 2019 to 2024. For 2023 onwards, the comparison is based on the UK workforce, prior to

this the comparison was the Israel workforce. Ratios have been calculated following the methodology in Option B as this is the most

meaningful method of calculation for the UK workforce based on the availability of data at the time of calculation.

The ratio has increased slightly this year primarily as a result of the moderate payout under the bonus for the CEO. The lower ratios for the

prior two years reflect that there were no bonus or LTIP payouts for the CEO. Our UK retail colleagues received a pay increase to align

with National Living Wage in 2024, compared to the CEO who has not received a salary increase since appointment in October 2023.

The reward policies and practices for all employees across the Group are broadly aligned to those set for the Executive Directors

including the CEO, recognising that for some employee groups (including UK retail) a tailored approach is required to reflect the talent

market. On this basis, the Committee is satisfied that the median pay ratio is consistent with the pay, reward and progression policies

across the UK workforce.

Relative importance of spend on pay 2024 v 2023

The graph above sets out the actual expenditure by evoke in financial years 2023 and 2024 on dividends and remuneration to

Group employees.

The calculation of the comparables is as set out in the 2024 Consolidated Income Statement and the notes to the financial statements.

300

350

250

200

150

100

-1%

0 0

FY23 FY24 FY23 FY24

Employee pay and benefits Dividends

100

150

200

250

300

350

313 311

£k

evoke plc Annual Report & Accounts 2024

Committee members, attendees and advice

The Remuneration Committee consists solely of Non-Executive Directors. Ms Andrea Gisle Joosen chairs the Committee and Committee

members at the end of the year were Ms Anne de Kerckhove and Ms Limor Ganot. Details of attendance at Committee meetings are

contained in the statement on Corporate Governance on page 64. The Chair of the Board attends meetings by invitation. Members

of the management team attend meetings by invitation, and where appropriate, but no individual is present when their own specific

remuneration arrangements are determined.

The Remuneration Committee’s remit is set out in its terms of reference which are available at https://www.evokeplc.com/who-we-are/

governance/board-committees/

Remuneration Committee adviser

Korn Ferry was appointed Remuneration Committee adviser to evoke on 30 November 2018 following a tender process.

The primary role of the adviser to the Committee is to provide independent and objective advice and support to the Committee’s

Chair and members. Korn Ferry has discussions with the Committee Chair on a regular basis to discuss executive and wider Group

remuneration matters, reporting, regulation, investor views and process. The Committee undertakes due diligence periodically to ensure

that its advisers remain independent and is satisfied that the advice that it receives from Korn Ferry is objective and independent. Korn

Ferry is a signatory to the Remuneration Consultants Group Code of Conduct which sets out guidelines for managing conflicts of interest

and has confirmed to the Committee its compliance with the Remuneration Consultants Group Code.

The total fees paid to Korn Ferry in respect of its services to the Committee for the year ending 31 December 2024 were £97,000 (2023:

£100,000). Fees are charged on a ‘time spent’ basis.

Engagement

The Committee includes as part of its annual agenda consideration and review of workforce policies and practices and invites members

of the management team to attend Committee meetings to provide input into the Committee’s considerations. The approach to

workforce engagement has been reviewed for 2025 and an engagement plan will be led by the designated Director for workforce

engagement, Ms Anne de Kerckhove, with the Chief People Officer and supported by the Chair of the Board.

The Committee is committed to having a transparent and constructive dialogue with our investors and consults with its investors to seek

feedback on any proposed policy changes and significant operation of policy changes.

Statement of shareholder voting at AGM

Advisory vote to approve Annual Report on

Remuneration (at 2024 Annual General Meeting)

Advisory vote to approve Remuneration Policy

(at 2024 Annual General Meeting)

Total number of votes % of votes cast Total number of votes % of votes cast

For 252,016,753 88.35% 25 7, 5 02 ,24 8 90.28%

Against 33,216,128 11. 65 % 2 7, 73 0 , 6 3 3 9.72 %

Withheld 33,780 33,780

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Supplementary Information

Financial Statements

Governance

Directors’ Report

The Directors’ Report for the

year ended 31 December 2024

comprises pages 94 to 99 of this

report, together with the sections

of the Annual Report incorporated

by reference. The Corporate

Governance Report set out on

pages 62 to 93 is incorporated

by reference into this report and,

accordingly, should be read as

part of this report.

As permitted by legislation, some of the

matters required to be included in the

Directors’ Report have instead been

included in the Strategic Report on pages 8

to 61, as the Board considers them to be of

strategic importance.

Specifically, these are:

• the strategic framework on pages 12 to

23, which provides detailed information

relating to the Group, its business model

and strategy, operation of its businesses,

future developments and the results and

financial position for the year ended

31 December 2024;

• future business developments

(throughout the Strategic Report);

• details of the Group’s policy on

addressing the principal risks and

uncertainties facing the Group, which

are set out in the Strategic Report on

pages 42 to 53;

• information on the Group’s GHG

emissions for the year ended 31

December 2024, contained within our

TCFD section and on page 177; and

• how we have engaged with our

stakeholders on pages 40 to 41.

Furthermore, as a company incorporated

in Gibraltar, evoke plc is not required by

UK law or regulation to prepare the

Directors’ Remuneration or Strategic

Reports under regulation that applies to

UK incorporated companies. However, by

virtue of evoke’s listing on the London Stock

Exchange and reflecting the Directors’

approach to good governance and

investor expectation, we have prepared

these reports in line with the requirements

under the UK Companies Act 2006.

The Directors’ Remuneration Report, set

out on pages 80 to 93, has been voluntarily

prepared in accordance with sections 420

to 422 of the UK Companies Act 2006.

The information given in the Strategic

Report, set out on pages 8 to 61, has been

voluntarily prepared in accordance with

section 414 of the UK Companies Act 2006.

Results

The Group’s loss after tax for the financial

year of £191.4 million (2023 restated: £65.2

million loss) is reported in the Consolidated

Income Statement on page 110.

The Board of Directors is not recommending

a final dividend to be paid, in light of the

Group’s leverage position following the

acquisition of William Hill and consistent

with its previous announcements.

Directors and their interests

Biographical details of the current Board

of Directors, setting out their relevant skills

and experience and their professional

commitments, are shown on pages 62

and 63.

The Directors who served during the

year are shown below. In line with the UK

Corporate Governance Code and as

required by the Company’s Memorandum

& Articles of Association (‘Articles’), all

Directors retire at each Annual General

Meeting and those who wish to continue to

serve offer themselves for re-election.

• Lord Mendelsohn (first appointed

23 September 2020 as Chair Designate,

appointed as Chair on 31 March 2021

and appointed as Executive Chair on

29 January 2023, returning to Non-

Executive Chair on 16 October 2023).

• Per Widerström (first appointed

16 October 2023).

• Mark Summerfield (first appointed

5 September 2019).

• Anne de Kerckhove (first appointed

28 November 2017).

• Limor Ganot (first appointed 1

August 2020).

• Andrea Gisle Joosen (first appointed

5 July 2022).

• Ori Shaked (first appointed 13

September 2022).

• Sean Wilkins (first appointed 1 February

2024)

• Susan Standiford (first appointed

1 November 2024).

The beneficial and non-beneficial

interests of the Directors and their closely

associated persons (pursuant to Article

19 of the UK Market Abuse Regulation) in

shares of the Company are set out in the

Directors’ Remuneration Report on pages

80 to 93. Lord Mendelsohn, Per Widerström,

Ori Shaked, Limor Ganot, and Andrea

Gisle Joosen purchased shares during the

year, details of which can be found in the

Remuneration Report. There have been

no changes in the interests of Directors

in shares of the Company between

31 December 2024 and 28 February 2025

which is the last practicable date prior

to the release of this report. None of the

Directors had any interests in any other

material contract or arrangement with the

Company or any of its subsidiaries.

Share capital

Changes in share capital of the Company

during the financial year are given in the

Consolidated Statement of Changes in

Equity. As at 31 December 2024, the issued

share capital of the Company comprised

449,713,067 ordinary shares of GBP £0.005

each (‘Ordinary Shares’).

At the Annual General Meeting held in

May 2024, the resolutions concerning the

disapplication of pre-emption rights did

not achieve the necessary majority to be

approved. These resolutions were proposed

to enhance the Company’s financial

flexibility, a standard practice for UK listed

companies. The Board recognises the

concerns expressed by shareholders and is

committed to engaging with them to better

understand their perspectives. We take

this feedback seriously and will continue

to engage with our shareholders on this

matter. As a board, we remain dedicated

to maintaining transparent communication

and upholding governance principles that

align with the long-term interests of our

shareholders and stakeholders.

evoke plc Annual Report & Accounts 2024

Share buy-back authority

At the Annual General Meeting held in May

2024, the Board was authorised to make

market purchases of up to 44,910,824 of its

Ordinary Shares at a minimum price per

share (exclusive of expenses) of £0.005

and a maximum price per share (exclusive

of expenses) of the highest of 105% of the

average of the middle market quotations

of an Ordinary Share in the Company as

derived from the London Stock Exchange

Daily Official List for the five business

days immediately preceding the day on

which the Ordinary Share is contracted

to be purchased, the price of the last

independent trade of an Ordinary Share,

and the highest current independent bid

for an Ordinary Share in the Company as

derived from the London Stock Exchange

Trading System.

The authority expires upon the earlier of:

(i) the conclusion of the next Annual

General Meeting of the Company; and

(ii) 30 June 2025, unless previously renewed,

varied or revoked by the Company at

a general meeting; and a contract to

purchase shares under the authority

may be made prior to the expiry of the

authority, and concluded in whole or

in part after the expiry of the authority,

and the Company may purchase its

Ordinary Shares in pursuance of any

such contract. In 2024, the Company

did not seek to exercise any of the

foregoing powers and authorities.

Rights attaching to Ordinary

Shares in the Company

The rights and obligations attaching to

Ordinary Shares are set out in the Articles.

Holders of Ordinary Shares are entitled to

attend and speak at general meetings,

to appoint one or more proxies and to

exercise voting rights.

Holders of Ordinary Shares may receive

a dividend and on liquidation may share

in the Company’s assets. Holders of

Ordinary Shares are entitled to receive the

Annual Report. Subject to meeting certain

thresholds, holders of Ordinary Shares

may requisition a general meeting or the

proposal of resolutions at general meetings.

Restrictions on transfer of shares

and limitations on holdings

There are no restrictions on transfer or

limitations on the holding of Ordinary

Shares other than under restrictions

imposed by law or regulation (for example,

insider trading laws) or pursuant to the

Company’s share dealing code.

Requirements of gaming

regulations

Many jurisdictions where the Group

currently holds, or in the future may secure

a licence, require any person who acquires

beneficial ownership of more than a

certain percentage (typically 5%, and

in some cases a smaller percentage) of

the Company’s securities, to report the

acquisition to the gaming authorities and

apply for a finding of suitability. Many

gaming authorities allow an ‘institutional

investor’ to apply for a waiver that allows

such institutional investor to acquire up to

a certain percentage of securities without

applying for a finding of suitability, subject

to the fulfilment of certain conditions.

In some jurisdictions, suitability

investigations may require extensive

personal and financial disclosure. The

failure of any such individuals or entities to

submit to such background checks and

provide the required disclosure could

jeopardise the Group’s eligibility for a

required licence or approval.

The criteria used by relevant regulatory

authorities to make determinations as to

suitability of an applicant for licensure

varies from jurisdiction to jurisdiction,

but generally require the submission of

detailed personal and financial information

followed by a thorough investigation.

Gaming authorities have very broad

discretion in determining whether an

applicant (corporate or individual) qualifies

for licensing or should be found suitable.

Any person who is found unsuitable by

a relevant gaming authority may be

prohibited by applicable gaming laws

or regulations from holding, directly or

indirectly, the beneficial ownership of any

of the Company’s securities.

The Articles include provisions to ensure

that the Company has the required powers

to continue to comply with applicable

gaming regulations.

These provisions include providing the

Company, in the event of a Shareholder

Regulatory Event (as defined in the Articles),

with the right to:

a. suspend certain rights of its members

who do not comply with the

provisions of the gaming regulations

(the Affected Members);

b. require such Affected Members to

dispose of their Ordinary Shares; and

c. subject to (b) above, dispose

of the Ordinary Shares of

such Affected Members.

The Company considers that these rights

are required in order to mitigate the risk

that an interest in Ordinary Shares held by

a particular person could lead to action

being taken by a relevant regulatory

authority (as defined in the Articles) which

in turn could lead to the withdrawal of

existing licences held by the Group or

the exclusion of being awarded further

licences in other jurisdictions that the

Group seeks to pursue. This potential

regulatory authority action could therefore

cause substantial damage to the Group’s

business or prospects.

Entities holding company shares

on behalf of Group employees

At 31 December 2024, Virtual Share

Services Limited (a wholly owned subsidiary

of the Company) held 1,454,669 Ordinary

Shares in its administrative capacity in

connection with the evoke plc Long Term

Incentive Plan and Deferred Share Bonus

Plan. Full details are set out on pages 152

and 153.

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Supplementary Information

Financial Statements

Governance

Directors’ Report continued

Shareholder agreements and

consent requirements

There are no known arrangements under

which financial rights are held by a person

other than the holder of the shares.

Relationship agreement

The Company is a party to a relationship

agreement with, among others, Salix Trust

Company (BVI) Limited as trustee for Dalia

Shaked (‘DS Trust’) dated 14 September

2005 which was amended on 16 July 2015

(the ‘Amended Relationship Agreement’).

The O Shaked Shares Trust and the Ben

Yitzhak Family Shares Trust (together with

Dalia Shaked Bare Trust, the ‘Principal

Shareholder Trusts’) are also party to the

Amended Relationship Agreement but

are no longer bound by certain material

provisions since they are no longer

shareholders of the Company.

The Amended Relationship Agreement

includes the following provisions in respect

of the independence of the Company

(in accordance with the UK Listing Rules)

which provide that DS Trust shall, and

shall procure as far as it is legally able

that its respective associates:conduct all

transactions and relationships with evoke

plc and any member of the Group on

an arm’s length basis and on a normal

commercial basis;

• not take any action which precludes

or inhibits evoke plc, or any member of

the Group, from carrying on its business

independently of it;

• not take any action that would have

the effect of preventing the Company,

or any member of the Group, from

complying with its obligations under the

UK Listing Rules; and

• not propose or procure the proposal

of any shareholder resolution which is

intended, or appears to be intended, to

circumvent any proper application of the

UK Listing Rules.

It further provides that the DS Trust will not

solicit Group employees without consent,

that only Independent Directors can

vote on proposals to further amend the

Amended Relationship Agreement, that

the DS Trust will consult the Company

prior to disposing of a significant number

of shares in order to maintain an orderly

market and shall not disclose confidential

information unless required to do so by

law or relevant regulation or having first

received the Company’s consent.

The Amended Relationship Agreement

also includes restrictions on the DS Trust’s

power to appoint Directors and includes

obligations on the DS Trust to exercise its

voting rights to ensure that the majority

of the Board, excluding the Chair,

is independent.

The DS Trust can nominate a Non-Executive

Director for appointment to the Board. In

the event that this right is exercised, and

it results in fewer than half the Board

(excluding the Chair of the Board) being

Independent Directors, such appointment

shall only become effective upon the

appointment to the Board of an additional

Independent Director acceptable to the

Nominations Committee. The DS Trust

exercised this right in July 2022 and Ori

Shaked was appointed as a Non-Executive

Director on 13 September 2022. In line

with the UK Corporate Governance

Code and as required by the Company’s

Memorandum & Articles of Association

(‘Articles’), Mr Shaked will retire at the 2025

Annual General Meeting and offer himself

for re-election.

Such restrictions and obligations apply in

respect of the DS Trust whilst it holds not

less than 7.5% of the issued share capital of

the Company.

The obligations of the parties to the

Amended Relationship Agreement are at

all times subject to all relevant legal and

regulatory requirements and obligations of

the parties thereto in the United Kingdom,

Gibraltar or elsewhere.

Confirmation of independence

The Board confirms that as of the date of

this Annual Report, and during the entirety

of 2024, the Company had no controlling

shareholder. Therefore, no confirmation of

independence is required pursuant to UK

Listing Rule 6.6.1R(13).

Shareholders’ agreements

There are no known shareholders’

agreements in force between shareholders

of the Company.

Substantial shareholdings

The Company has been notified of the following interests in 5% or more of its share capital under Disclosure Guidance and Transparency

Rules (DTR) Rule 5 of the UK Financial Conduct Authority:

Principal shareholders

Applicable

financial

instruments

% issued

share capital

Nature of

holding

As at 31 December 2024

Salix Trust Company (BVI) Limited in trust on behalf of Dalia Shaked 86,283,534 19.19 Indirect

Artemis Fund Managers Limited (UK) 5 3 ,711,97 2 11.94 Indirect

Parvus Asset Management LLP (UK) 44,584,872 9.91 Indirect

Helikon Investments (UK) 24,636,482 5.48 Indirect

Between 31 December 2024 and 28 February 2025 which is the last practicable date prior to the publication of this Annual Report, no

notifications were received regarding holdings comprising 5% of the Company’s issued share capital. Information provided to the

Company pursuant to the DTRs is publicly available via the regulatory information services and the Company’s corporate website

www.evokeplc.com.

evoke plc Annual Report & Accounts 2024

Change of control

A change of control in the Company

may, in the event of failure to fulfil any

applicable consent requirement, give

rise to certain revocation or termination

rights under the Group’s gaming licences

or certain contracts to which Group

companies are a party.

Political donations

In accordance with its Political Involvement

Policy which is available on the corporate

website, the Group did not make any

donations to any political party (including

any non-EU political party) or organisation

or independent election candidate or

incur any political expenditure during

the year.

Political involvement and

anti-corruption activities

The Group has a zero-tolerance approach

to bribery and corruption and complies

strictly with all relevant laws. The Group

has adopted an Anti-Bribery & Corruption

Policy which applies to all employees and is

overseen by the Board. The policy includes

the Group’s rules with regard to the giving

and receiving of gifts, business hospitality

and other payments, with particular

focus on transactions with government-

related entities and intermediaries. The

policy can be read in full on the Group’s

corporate website and following approval

in March 2024 undergoes annual review.

The Group carries out a comprehensive

due diligence process of potential high-

risk business associates, which includes

certain government-related transactions

and certain intermediaries. The Group

also clearly communicates its policy to its

suppliers and employees and carries out

staff training on the topic.

During 2024, no instances of non-

compliance with the policy arose, and

no fines, penalties or settlements were

received or entered into in connection

with bribery and corruption matters. We

have also adopted a Political Involvement

Policy, which is publicly available on the

corporate website. Under this policy, we do

not generally engage in political matters

other than lawful lobbying in connection

with our business via our trade association,

the Betting and Gaming Council. The

Group was not involved in political matters

and did not make fiscal contributions to

political parties.

Respecting local tax regimes and paying

our fair share is a fundamental responsibility

of the Company to the communities on

which we rely. Further information on our

wider contributions to communities is

included in our ESG & Sustainability section.

As a Group our economic contribution

is significant, including a total tax

contribution of £532m in 2024. The largest

portion of this relates to gaming duties

payable across our regulated markets, and

employment taxes, principally in the UK.

Financial instruments

The Group’s financial instruments include

bank facilities, lease arrangements, bonds,

loans and derivatives which are used to

manage interest rate and currency risks.

The principal objective of these instruments

is to provide funding for general corporate

purposes and to manage financial risk.

Further details of these instruments are

given in note 25 to the consolidated

financial statements.

Directors’ indemnities

The Articles permit the Company

to indemnify its Directors in certain

circumstances, as well as to provide

insurance for the benefit of its Directors.

The Company has entered into qualifying

third-party indemnity arrangements for the

benefit of all of its Directors in a form and

scope which comply with the requirements

of the UK Companies Act 2006 and the

Gibraltar Companies Act 2014 which

were in force from 1 November 2017 (or

subsequently, with respect to subsequently

appointed Directors) and remain in force.

Going concern and

viability statements

The going concern and viability statements

required to be included in the Annual

Report pursuant to the UK Corporate

Governance Code are on pages 78 and

60 respectively and are incorporated in this

Directors’ Report by reference.

Principal subsidiary undertakings

The principal subsidiary undertakings are

listed in note 32.

Research and development

activities

Having first-class Customer Value

Propositions is a key pillar of the Group’s

growth strategy, and as such, investment

in research and development is a critical

area of focus for the Group. Our mission

is to delight players with world-class

betting and gaming experiences, and

the Group places significant emphasis on

the development of best-in-class products

that are easy to use and offer personalised

value. Further details of the outputs of our

research and development activities this

year are set out on page 23.

Post-period events

There were no post-period events

requiring disclosure.

Audit & Risk Committee

The Board has established an Audit

Committee which became the Audit & Risk

Committee in 2023. Details of the Audit &

Risk Committee’s functions, together with its

specific activities in 2024, are set out in the

Audit & Risk Committee report on pages

74 to 79.

During the year the Company’s Audit &

Risk Committee comprised Mark

Summerfield (Chair), and Independent

Non-Executive Directors Andrea Gisle

Joosen, Limor Ganot and Susan Standiford

(from 1 November 2024).

Details of the Company’s risk management

strategy and the Board’s assessment of the

Group’s viability in light of its risks are set out

on pages 48 and 60 respectively.

Auditors

A resolution for the reappointment of Ernst

and Young LLP and EY Limited, Gibraltar,

(together, EY), as auditors of the Company

will be proposed at the 2025 Annual

General Meeting.

The Company conducted a competitive

tender process in respect of auditor

appointment in August 2023. Ernst and

Young LLP was reappointed as auditor for

the purposes of the Company preparing

financial statements as required pursuant

to the UK Listing Rules and the DTRs. EY

Limited, Gibraltar, which is approved as

a registered auditor under the Gibraltar

Financial Services Act 2019, is the statutory

auditor of the Company including for the

purposes of issuing an audit report pursuant

to the Gibraltar Companies Act 2014.

Details of audit and non-audit fees

charged by EY to the Company are set out

in note 5 to the financial statements.

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Supplementary Information

Financial Statements

Governance

Directors’ Report continued

Risk management and

internal control

The Board acknowledges that it is

responsible for the Company’s system

of internal control, for setting policy on

internal control and risk management, and

for reviewing the effectiveness of internal

control and risk management.

The Audit & Risk Committee monitors the

Group’s systems of internal control and

risk management on an ongoing basis,

including identifying, evaluating and

managing the significant risks faced by

the Group. The Audit & Risk Committee

is required to report pertinent matters to

the Board at scheduled Board meetings,

with urgent matters being shared in real

time. Significant developments have

continued in 2024 to embed a culture of risk

management across the Group through

the establishment of an Enterprise Risk

Management Framework. Further details

are included in the Risk section on pages

48 to 59.

The Board believes that its risk

management process accords with the

FRC Guidance on Risk Management,

Internal Control and Related Financial

and Business Reporting and carries out an

annual review of its effectiveness covering

all material controls, including financial,

operational and compliance controls.

The annual review considers individual

risk control responsibilities, reporting lines

and qualitative assessments of residual

risks. Such a review was carried out in

respect of the processes that were in

place throughout 2024 up until the date of

approval of the Annual Report & Accounts.

No significant failings or weaknesses were

identified in the review.

It is management’s role to implement

Board policies on risk and control, including

reporting. The system of internal control

is designed to manage rather than

eliminate the risk of failure to achieve

business objectives and can only provide

reasonable, and not absolute, assurance

against material misstatement or loss.

The Audit & Risk Committee also reviews

the appropriateness and adequacy

of systems of internal control and risk

management in relation to the financial

reporting process on an ongoing basis and

makes recommendations to the Board

based on its findings.

The Group’s internal control and risk

management systems in relation to

the process of preparing consolidated

accounts include the following:

• identification of significant risk and

control areas of relevance to Group-

wide accounting processes;

• controls to monitor the consolidated

accounting process and its results at the

level of the Board and at the level of the

companies included in the consolidated

financial statements;

• preventative control measures in the

finance and accounting systems of

the Company and of the companies

included in the consolidated financial

statements and in the operative,

performance-oriented processes that

generate significant information for

the preparation of the consolidated

financial statements including the

Strategic Report, including a separation

of functions and pre-defined approval

processes in relevant areas;

• measures that safeguard proper IT-based

processing of matters and data relevant

to accounting; and

• reporting information of companies

around the Group which enable the

Company to prepare consolidated

financial statements including

management accounts.

The reporting structure relating to all the

companies included in the consolidated

financial statements requires that significant

risks are to be reported immediately to the

Board on identification.

Whistleblowing Policy

The Group’s Whistleblowing Policy sets

out the overall responsibility of the Board

(through its Audit & Risk Committee) for

implementation of the policy, but notes

that the Board has delegated day-

to-day responsibility for oversight and

implementation to the Group Internal Audit

function with additional oversight from the

Group Legal and Compliance functions.

The policy provides that where an

employee is not comfortable making

an identified disclosure in the standard

manner (i.e. to his/her respective direct

line manager, another manager in his/her

subsidiary, the People department or

the compliance manager), disclosure

can be made anonymously through a third

party, Navex, and reporters can either raise

their case via online forms or dedicated

phone numbers.

Whilst employees are permitted to make

disclosures anonymously, disclosing

employees are encouraged to reveal their

identity to the compliance officer in order

to allow a full and proper investigation

to take place. Where a disclosing

employee’s identity is revealed, the Group

will make its best effort, considering the

circumstances and applicable law, to

preserve confidentiality of such disclosure.

The Board commits to investigating all

disclosures fully, fairly, quickly and, where

circumstances permit, confidentially.

Undertakings are made to employees who

raise genuinely held concerns in good faith

under the procedure that they will not be

dismissed or subject to any discrimination

or victimisation as a result of their action.

Employees of the Group are regularly sent

reminders regarding the Whistleblowing

Policy as part of general refreshers of

various Group policies.

Remuneration Committee

The Board has overall responsibility for

determining the framework of executive

remuneration and its cost. It is required to

take account of any recommendation

made by the Remuneration Committee

in determining the remuneration,

benefits and employment packages of

the Executive Directors and Executive

Committee and the fees of the Chair.

During the year the Company’s

Remuneration Committee comprised

Independent Non-Executive Directors

Andrea Gisle Joosen (Chair) Anne de

Kerckhove and Limor Ganot.

The Remuneration Committee determines

the Chair’s and Executive Directors’

fees, whilst the Chair and the Executive

Directors determine the fees paid to the

Non-Executive Directors. Further details are

provided on page 86.

The Remuneration Committee was advised

during 2024 by Korn Ferry. The remuneration

consultant has no other connection with

evoke or any of the Directors. Further

details are provided on page 93.

All new long-term incentive schemes and

significant changes to existing long-

term incentive schemes are put to the

shareholders of the Company for approval

before they are adopted (save for certain

circumstances as set out in the Listing Rules).

The Directors’ Remuneration Policy

was approved by shareholders at the

Annual General Meeting in May 2024 in

accordance with the Companies (Directors’

Remuneration Policy and Directors’

Remuneration Report) Regulations 2019.

The Remuneration Committee Report and

Directors’ Remuneration Report, which

outlines the Remuneration Committee’s

work and details of Directors’ remuneration,

is on pages 80 to 93. The Remuneration

Committee’s terms of reference are

available on the Company’s website,

www.evokeplc.com.

Compliance with

statutory provisions

As the Company is registered in Gibraltar,

it is subject to compliance with Gibraltar

statutory requirements. The main corporate

legislation relevant to the Company in

Gibraltar is the Gibraltar Companies Act

2014. The Company is in full compliance

with the Gibraltar Companies Act.

evoke plc Annual Report & Accounts 2024

Dividend policy

The Company’s policy, as stated in its

IPO Prospectus, is to distribute 50% of its

adjusted profit after tax each year. On 7

April 2022 it was announced that the Board

intends to suspend dividends until such

time that net leverage is at or below 3×.

During 2024, this threshold was not met

and as such the payment of a dividend

will not be proposed at the 2025 Annual

General Meeting.

Directors’ statement

of responsibilities

The Directors are responsible for preparing

the Annual Report and the financial

statements in accordance with applicable

Gibraltar law and regulations.

Company law requires the Directors to

prepare financial statements for each

financial year. Under that law, the Directors

have elected to prepare the Group and

parent company financial statements in

accordance with UK adopted international

accounting standards in conformity

with the requirements of the Gibraltar

Companies Act 2014. Under company

law, the Directors must not approve

the financial statements unless they are

satisfied that they give a true and fair view

of the state of affairs of the Group and the

Company and of the profit or loss of the

Group and the Company for that period.

Under the Financial Conduct Authority’s

Disclosure Guidance and Transparency

Rules, Group financial statements are

required to be prepared in accordance

with UK adopted international

accounting standards.

In preparing these financial statements the

Directors are required to:

• select suitable accounting policies in

accordance with IAS 8 Accounting

Policies, Changes in Accounting

Estimates and Errors and then apply

them consistently;

• make judgements and accounting

estimates that are reasonable

and prudent;

• present information, including

accounting policies, in a manner that

provides relevant, reliable, comparable

and understandable information;

• provide additional disclosures

when compliance with the specific

requirements in IFRSs is insufficient

to enable users to understand the

impact of particular transactions, other

events and conditions on the Group

and Company financial position and

financial performance;

• in respect of the Group financial

statements, state whether international

accounting standards in conformity

with the requirements of the Gibraltar

Companies Act 2014 and UK adopted

international accounting standards have

been followed, subject to any material

departures disclosed and explained in

the financial statements;

• in respect of the parent company

financial statements, state whether

UK adopted international accounting

standards in conformity with the

requirements of the Gibraltar Companies

Act 2014 have been followed, subject

to any material departures disclosed

and explained in the financial

statements; and

• prepare the financial statements

on the going concern basis unless it

is appropriate to presume that the

Company and/or the Group will not

continue in business.

The Directors are responsible for keeping

adequate accounting records that

are sufficient to show and explain the

Company’s and Group’s transactions

and disclose with reasonable accuracy

at any time the financial position of the

Company and the Group and enable

them to ensure that the Company and the

Group financial statements comply with

the Gibraltar Companies Act 2014. They

are also responsible for safeguarding the

assets of the Group and parent company

and for taking reasonable steps for the

prevention and detection of fraud and

other irregularities.

Under applicable law and regulations,

the Directors are also responsible for

preparing a strategic report, Directors’

report, Directors’ remuneration report

and corporate governance statement

that comply with that law and those

regulations. The Directors are responsible

for the maintenance and integrity of

the corporate and financial information

included on the Company’s website.

Directors’ responsibility

statement (DTR 4.1)

The Directors confirm, to the best of

their knowledge:

• that the consolidated financial

statements, prepared in accordance

with UK adopted international

accounting standards in conformity

with the requirements of the Gibraltar

Companies Act 2014 and UK adopted

international accounting standards,

give a true and fair view of the assets,

liabilities, financial position and profit of

the parent company and undertakings

included in the consolidation taken as

a whole;

• that the Annual Report, including the

Strategic Report, includes a fair review

of the development and performance

of the business and the position of the

Company and undertakings included

in the consolidation taken as a whole,

together with a description of the

principal risks and uncertainties that they

face; and

• that they consider the Annual Report,

taken as a whole, is fair, balanced

and understandable and provides the

information necessary for shareholders

to assess the Company’s position,

performance, business model

and strategy.

All of the current Directors have taken all

the steps that they ought to have taken as

Directors to make themselves aware of any

information needed by the Company’s

auditors for the purposes of their audit, and

to establish that the auditors are aware

of that information. The Directors are not

aware of any relevant audit information of

which the auditors are unaware.

On behalf of the Board:

Lord Mendelsohn

Chair

31 March 2025

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Supplementary Information

Financial Statements

Governance

Independent Auditor’s Report

Opinion

In our opinion:

• evoke plc’s Group financial statements and Parent company financial statements (the ‘financial statements’) give a true and fair

view of the state of the Group’s and of the Parent company’s affairs as at 31 December 2024 and of the Group’s loss for the year

then ended;

• the Group and Parent company financial statements have been properly prepared in accordance with UK adopted international

accounting standards; and

• the financial statements have been prepared in accordance with the requirements of the Gibraltar Companies Act 2014.

We have audited the financial statements of evoke plc (the ‘Parent company’) and its subsidiaries (the ‘group’) for the year ended 31

December 2024 which comprise:

Group Parent company

Consolidated Income Statement for the year ended 31

December 2024

Company Statement of Financial Position as at 31 December 2024

Consolidated Statement of Comprehensive Income for the year

then ended

Company Statement of Changes in Equity for the year then ended

Consolidated Statement of Financial Position as at 31

December 2024

Company Statement of Cash Flows for the year then ended

Consolidated Statement of Changes in Equity for the year

then ended

Related notes 1 to 8 to the financial statements including material

accounting policy information

Consolidated Statement of Cash Flows for the year then ended

Related notes 1 to 32 to the financial statements, including

material accounting policy information

The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting

standards and as regards the Group and Parent company financial statements, as applied in accordance with the provisions of the

Gibraltar Companies Act 2014.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) and applicable law. Our responsibilities under

those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We

believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Group and Parent company in accordance with the ethical requirements that are relevant to our audit of the

financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our

other ethical responsibilities in accordance with these requirements.

The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the Parent company and we remain

independent of the Group and the Parent company in conducting the audit. We confirm that there are appropriate safeguards in place

and that we remain independent.

Conclusions relating to going concern

In accordance with the terms of our engagement letter with the Company, in auditing the financial statements, we have concluded

that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our

evaluation of the directors’ assessment of the Group and Parent company’s ability to continue to adopt the going concern basis of

accounting included:

• We confirmed our understanding of evoke’s going concern assessment process, including how principal and emerging risks

are considered. We understood the review controls in place for the going concern model, forecasting and management’s

Board memoranda;

• We challenged the appropriateness of the duration of the going concern assessment period and the shortening of that period from

15 months to 12 months compared with the previous year, and considered the existence of any significant events or conditions beyond

this period;

• We tested the arithmetic accuracy of management’s going concern model.

• We performed procedures to test the reasonableness of cash flow forecast assumptions, through reconciliation to the budget

approved by the Board, comparison with recent performance and external benchmarking, as well as their consistency with other

areas of the audit including impairment assessments.

evoke plc Annual Report & Accounts 2024

100

Conclusions relating to going concern continued

• We read the Group’s facility and syndication agreements and re-calculated the financial covenant relating to the Group’s

revolving credit facilities to check whether the £150m revolving credit facility remained available to the Group throughout the going

concern period and the £50m revolving credit facility remained available to the Group until its maturity, under the base case and

downside scenarios;

• We challenged management’s downside scenarios and reverse stress testing, including the mitigating actions included in the cash

flow forecasts. This included understanding the Group’s variable and discretionary costs and evaluating the Group’s ability to control

these outflows if required;

• We performed our own assessment of a plausible downside scenario focussed on the timing of cash outflows not solely at the Group’s

discretion. We also performed a reverse stress test in order to assess the flexibility of the business model and identify what factors would

lead to the Group utilising all liquidity during the going concern period and the probability of such events of occurring; and

• We assessed the appropriateness of disclosures in the Annual Report and Accounts by comparing the disclosures against the

requirements under UK adopted international accounting standards and the UK Corporate Governance Code.

Key observations

• The directors’ assessment forecasts that the Group will maintain sufficient liquidity throughout the going concern assessment period

and does not forecast any breaches in debt covenants. This includes the utilisation of the Group’s revolving credit facility, of which

£85m was drawn down as at 31 December 2024.

• The Group is exposed to certain legal and regulatory risks, some of which will result in cash outflows during the going concern

assessment period or will increase the uncertainty associated with cash inflows. However, even under the downside scenarios

described above, the directors’ assessment forecasts the Group to maintain liquidity and covenant headroom throughout the going

concern period.

• Controllable mitigating actions are available to management to increase liquidity over the going concern assessment period,

although some of these actions may impact the Group’s profitability and cash generation over a longer time horizon.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,

individually or collectively, may cast significant doubt on the Group and Parent company’s ability to continue as a going concern for a

period to 31 March 2026.

In relation to the Group and Parent company’s reporting on how they have applied the UK Corporate Governance Code, we have

nothing material to add or draw attention to in relation to the directors’ statement in the financial statements about whether the directors

considered it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this

report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Group’s ability

to continue as a going concern.

Overview of our audit approach

Audit scope

• We performed an audit of the complete financial information of five components and audit

procedures on specific balances at a further 15 components.

Key audit matters

• Revenue recognition

• Impairment of goodwill

Materiality

• Overall Group materiality of £6.0m, which represents 2% of Adjusted EBITDA (as defined below in

“Our application of materiality” section).

evoke plc Annual Report & Accounts 2024

101

Overview

Supplementary Information

Financial Statements

Governance

Strategic Report

Independent Auditor’s Report continued

An overview of the scope of the Parent company and Group audits

Tailoring the scope

In the current year our audit scoping has been updated to reflect the new requirements of ISA (UK) 600 (Revised). We have followed a

risk-based approach when developing our audit approach to obtain sufficient appropriate audit evidence on which to base our audit

opinion. We performed risk assessment procedures, with input from our component auditors, to identify and assess risks of material

misstatement of the Group financial statements and identified significant accounts and disclosures. When identifying components at

which audit work needed to be performed to respond to the identified risks of material misstatement of the Group financial statements,

we considered our understanding of the Group and its business environment, the potential impact of climate change, the applicable

financial framework, the Group’s system of internal control at the entity level, the existence of centralised processes, applications and

any relevant internal audit results.

We determined that centralised audit procedures could be performed in the following audit areas: regulatory and legal risk, revenue

and impairment of goodwill. With regard to revenue, the Group audit team performed procedures over 95% of revenue with the Malta

component team performing audit procedures on the remaining 5%.

We then identified 10 components as individually relevant to the Group due to either relevant events and conditions underlying the

identified risks of material misstatement of the group financial statements being associated with the reporting components, a pervasive

risk of material misstatement of the group financial statements, a significant risk or an area of higher assessed risk of material misstatement

of the group financial statements being associated with the components. We also identified five of the components of the group as

individually relevant due to materiality or financial size of the component relative to the group.

For those individually relevant components, we identified the significant accounts where audit work needed to be performed at these

components by applying professional judgement, having considered the group significant accounts on which centralised procedures

will be performed, the reasons for identifying the financial reporting component as an individually relevant component and the size of

the component’s account balance relative to the group significant financial statement account balance.

We then considered whether the remaining group significant account balances not yet subject to audit procedures, in aggregate, could

give rise to a risk of material misstatement of the group financial statements. We selected five components of the group to include in our

audit scope to address these risks.

Having identified the components for which work will be performed, we determined the scope to assign to each component.

Of the 20 components selected, we designed and performed audit procedures on the entire financial information of five components

(“full scope components”). For 15 components, we designed and performed audit procedures on specific significant financial statement

account balances or disclosures of the financial information of the component (“specific scope components”).

Our scoping to address the risk of material misstatement for each key audit matter is set out in the Key audit matters section of our report.

Changes from the prior year

In the current year we have increased the number of specific scope components across the Group, having reassessed how the Group

is disaggregated into individual components. This did not have a significant effect on either our coverage of risks or relative coverage of

significant account balances.

Involvement with component teams

In establishing our overall approach to the Group audit, we determined the type of work that needed to be undertaken at each

of the components by us, as the Group audit team, or by component auditors operating under our instruction. Of the five full scope

components and 15 specific scope components, audit procedures were performed on three full scope and 13 specific scope

components directly by the group audit team in London and Gibraltar. For the remaining two full scope entities and two specific scope

components, where the work was performed by component auditors in Gibraltar and Malta, we determined the appropriate level of

involvement to enable us to determine that sufficient audit evidence had been obtained as a basis for our opinion on the Group as

a whole.

The Group audit team continued to follow a programme of planned visits that has been designed to ensure that the Non-Statutory

Auditor, the Statutory Auditor and other Group partners visited full scope and specific scope locations. During the current year audit

cycle, visits were undertaken by the Group audit team to the component team in Malta and the Statutory Auditor and Gibraltar

component team visited the Group audit team in London. These visits involved the Group audit team discussing the audit approach

with the component team and any issues arising from their work, meeting with local management and reviewing relevant audit working

papers on risk areas. The Group audit team interacted regularly with the component teams where appropriate during various stages of

the audit, reviewed relevant working papers and were responsible for the scope and direction of the audit process. Where relevant, the

section on key audit matters details the level of involvement we had with component auditors to enable us to determine that sufficient

audit evidence had been obtained as a basis for our opinion on the Group as a whole.

Members of the Group audit team also visited the Group’s finance shared services centre in Manila following the transition of various

finance processes to this location during the year. This visit was designed to obtain an understanding of the processes being performed,

to meet with members of management and to meet with local audit team members, who performed audit procedures related to payroll.

This, together with the additional procedures performed at Group level, gave us appropriate evidence for our opinion on the Group

financial statements.

evoke plc Annual Report & Accounts 2024

102

Climate change

Stakeholders are increasingly interested in how climate change will impact evoke plc. The Group has determined that the most

significant future impacts from climate change on its operations will be from coastal flooding due to sea level rise (with a safety and

infrastructure impact on people, offices and retail shops); temporary increases to the cost of living during the transition to low-carbon

technologies (with an impact on customers’ disposable income); and legislation introduced to place a ban on fossil fuel use for fuel

and energy generation and introduction of legislation to favour renewable energy generation (with an impact on energy costs and

energy security). These are explained on pages 168 to 181 in the required Task Force On Climate Related Financial Disclosures and

on pages 53 to 59 in the principal risks and uncertainties. They have also explained their climate commitments on pages 34 to 39. All

of these disclosures form part of the “Other information,” rather than the audited financial statements. Our procedures on these

unaudited disclosures therefore consisted solely of considering whether they are materially inconsistent with the financial statements

or our knowledge obtained in the course of the audit or otherwise appear to be materially misstated, in line with our responsibilities on

“Other information”.

In planning and performing our audit we assessed the potential impacts of climate change on the Group’s business and any

consequential material impact on its financial statements.

The Group has explained on page 117 its articulation of how climate change has been reflected in the financial statements including

how this aligns with its commitment to achieve net zero emissions on the full value chain by 2035. There are no significant judgements or

estimates relating to climate change in the financial statements.

Our audit effort in considering the impact of climate change on the financial statements was focused on evaluating management’s

assessment of the impact of climate risk, physical and transition, its climate commitments, the effects of material climate risks disclosed on

pages 170 to 174 and the significant judgements and estimates disclosed in note 1 and whether these have been appropriately reflected

in asset values and associated disclosures where values are determined through modelling future cash flows, being the impairment tests

of the Retail, UK&I Online and International Online groups of cash generating units.

We also challenged the Directors’ considerations of climate change risks in their assessment of going concern and viability and

associated disclosures. Where considerations of climate change were relevant to our assessment of going concern, these are described

above. Based on our work we have not identified the impact of climate change on the financial statements to be a key audit matter or

to impact a key audit matter.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements

of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we

identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the

audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial

statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters.

evoke plc Annual Report & Accounts 2024

103

Overview

Supplementary Information

Financial Statements

Governance

Strategic Report

Independent Auditor’s Report continued

Risk Our response to the risk Key observations

communicated to the Audit

and Risk Committee

Revenue recognition

The Group recognised revenue

of £1,754.5 million in 2024 (2023:

£1,710.9 million).

The Group’s revenue recognition

process for material revenue

streams is highly dependent on

the Group’s complex gaming

systems and gaming servers,

which process a high volume

of low value transactions.

Systematic errors in revenue

recognition, via calculations or

interfacing errors, could result in

incorrect reporting of revenue.

The risk is heightened in William

Hill (including Mr Green) due

to the absence of effective IT

General Controls, which are

present and effective in the

888-legacy business.

There is a further risk that

management may override

operational controls in respect of

revenue recognition via manual

topside adjustments leading to

revenue being overstated in order

to meet market expectations.

Refer to the material accounting

policies (Note 1 on page 115);

and Note 2 to the Consolidated

Financial Statements (page 119).

• We obtained an understanding and evaluated the

design effectiveness of management’s controls over

revenue and performed testing of the IT general control

environment of the legacy 888 systems.

In relation to the risk over management override we

performed the following procedures:

• Used data analytic tools to identify revenue related

manual journals posted to the general ledger and traced

these back to source systems or other corroborative

evidence. We obtained and evaluated underlying source

documentation to test the completeness and accuracy

of the postings, including those journals we considered to

be unusual in nature.

In relation to the risk over systematic errors in calculations or

interfacing we performed the following procedures:

• For certain IT systems we tested the IT general control

environment where we considered the system to be

supportive of an IT general controls reliance approach.

Where IT systems were not supportive of an IT general

controls reliance approach, we walked through the IT

processes and designed and executed incremental

substantive procedures to address the risk;

• Performed a correlation analysis between revenue and

cash receipts to confirm that in aggregate, the revenues

recognised were equivalent to the cash receipts adjusted

for known timing differences;

• Applied IT-based auditing techniques to test manual

reconciliations between the Group’s gaming revenue

and cash;

• Performed transaction testing for each revenue stream

to test the interface between gaming servers, production

systems and cash processing system;

Based on the procedures

performed, including those in

respect of manual adjustments

to revenue, we did not identify

any evidence of material

misstatement in the revenue

recognised in the year ended 31

December 2024.

• Performed detailed substantive testing on a sample of

revenue transactions, including validation of bets/wins,

deposits/withdrawals and aggregated cash receipts from

payment service providers and shops;

• Performed computer assisted audit techniques to search

for other material manual adjustments to revenue and

audited the fair value of bet positions;

• Obtained and reviewed third party assurance

reports, which provided independent assurance

over the Company’s processes and controls over the

development and maintenance of games and their

underlying algorithms; and

• Searched for contradictory evidence for indicators of

gaming system error and manipulation by inspecting

whistleblower reports, reviewing correspondence with

regulators and reviewing customer complaints.

We also assessed the appropriateness of the disclosures in

note 1 and 2 of the consolidated financial statements by

comparing the disclosures against the requirements under

UK adopted international accounting standards.

The Group audit team performed audit procedures over

revenue, which covered 95% of the Group’s revenue. The

Malta component team has performed audit procedures

over 5% of the remaining revenue balance as part of its full

scope procedures.

evoke plc Annual Report & Accounts 2024

104

Risk Our response to the risk Key observations

communicated to the Audit

and Risk Committee

Impairment of Goodwill

As at 31 December 2024 the

Group had goodwill of £763.3

million (2023: £763.3 million)

relating to the acquisition of the

William Hill Group in 2022;

The recoverable amount and

headroom on the groups of

CGUs tested for impairment are

disclosed in note 12.

There is a risk that this goodwill

(in particular in Retail) is not

supported by either the future

cash flows they are expected

to generate or their fair value

less costs of disposal, resulting

in an impairment charge that

has not been recognised

by management.

Our significant risk was focused

on the UK Retail group of CGUs (31

December 2024 goodwill value:

£99m), which is the most sensitive

to changes in assumptions due

to lower headroom in that group

of CGUs compared to UK Online

and International groups of CGUs.

Specifically, the significant risk is

related to the short-term growth

rate significant assumption, which

was the most sensitive assumption

in the impairment model.

Refer to the significant

accounting policies (Note 1

on page 18); and Note 12 to

the Consolidated Financial

Statements (page 134).

• We obtained an understanding of the process and

evaluated the design effectiveness of management’s

controls around impairment of goodwill. This included

consideration of management’s completeness

and accuracy of data and assumptions used in the

impairment assessments;

• We assessed management’s modelling for clerical

accuracy and consistency with IAS 36;

• We challenged management’s modelling assumptions

(particularly in respect of forecast growth rates) by

comparing inputs to past performance, current

trading conditions, board approved forecasts, external

benchmarks (including analyst reports), competitor

performance and searched for external information that

may be contrary to management’s assessment;

• We ensured the consistency of the impairment

models with other areas of the audit, including going

concern forecasting;

• We involved valuation specialists to assess the discount

rates used in each value in use calculation by performing

an independent calculation of a range of acceptable

discount rates and comparing this with the rates utilised

by the Group;

• We performed sensitivity analysis and reverse stress

testing, by flexing key inputs such as short and long

term growth rates and the discount rate to stress test

management’s modelling;

• We challenged the adequacy of the sensitivity disclosures

in note 12 of the consolidated financial statements by

comparing the disclosures against the requirements

under UK adopted international accounting standards.

In addition we performed procedures on the other

assumptions affecting the value in use calculation,

including long term growth rates and discount rates. These

procedures were performed across all of the Group’s CGUs

(including UK&I Online and International Online).

Based on our audit procedures,

including our own independently

developed ranges and

sensitivities applied, we are

satisfied that no impairment

charge is required in respect

of the Retail, UK&I Online or

international Online groups of

CGUs as at 31 December 2024.

The disclosures in the financial

statements are in accordance

with IAS 36.

Based on the level of headroom

and our own sensitivities

applied, the additional sensitivity

disclosures for key assumptions for

UK Retail are appropriate.

The Group audit team performed all audit procedures over

the risk, which covered 100% of the balance sheet amount.

These Key Audit Matters are consistent with those included in our prior year auditor’s report, other than the removal of the Regulatory

and legal risks key audit matter, which we did not consider to be a key audit matter in our 2024 audit given the lack of significant

developments in the regulatory environment and known matters that required our auditor attention.

evoke plc Annual Report & Accounts 2024

105

Overview

Supplementary Information

Financial Statements

Governance

Strategic Report

Our application of materiality

We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on the

audit and in forming our audit opinion.

Materiality

The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence the

economic decisions of the users of the financial statements. Materiality provides a basis for determining the nature and extent of our

audit procedures.

We determined materiality for the Group to be £6.0 million (2023: £6.2 million), which is 2% (2023: 2%) of Adjusted EBITDA. We believe that

Adjusted EBITDA provides us with the most relevant performance measure to the stakeholders of the Group, given the prominence of this

metric throughout the Annual Report and consolidated financial statements and its alignment to investor presentations, profit metrics

focused on by analysts and its alignment to the management remuneration metrics.

We determined materiality for the Parent company to be £4.0 million (2023: £4.8 million), which is 2% (2023: 2%) of Equity.

We reassessed initial materiality to reflect the Group’s final Adjusted EBITDA and concluded that our initial assessment remained

appropriate. For the Parent company, we reassessed initial materiality to reflect the Parent company’s final Equity and revised our

materiality downwards to £4.0m.

Performance materiality

The application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately low level the

probability that the aggregate of uncorrected and undetected misstatements exceeds materiality.

On the basis of our risk assessments, together with our assessment of the Group’s overall control environment, our judgement was

that performance materiality was 50% (2023: 50%) of our planning materiality, namely £3.0 million (2023: £3.1 million). We have set

performance materiality at the same percentage as 2023 given our assessment of risk arising from the extent of ongoing change within

the Group, including in its operations and its management, resulting in our expectation that there is a higher likelihood of misstatements

occurring in the financial statements.

Audit work was undertaken at component locations for the purpose of responding to the assessed risks of material misstatement of

the group financial statements. The performance materiality set for each component is based on the relative scale and risk of the

component to the Group as a whole and our assessment of the risk of misstatement at that component. In the current year, the range of

performance materiality allocated to components was £0.3 million to £1.8 million (2023: £0.4 million to £1.6 million).

Reporting threshold

An amount below which identified misstatements are considered as being clearly trivial.

We agreed with the Audit and Risk Committee that we would report to them all uncorrected audit differences in excess of £0.3 million

(2023: £0.3 million), which is set at 5% of planning materiality, as well as differences below that threshold that, in our view, warranted

reporting on qualitative grounds.

We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light of other

relevant qualitative considerations in forming our opinion.

Starting basis

Adjustments

Materiality

• Adjusted EBITDA of £312.5 million

• Share benefit charge of £2.7 million

• Foreign exchange gain of £0.1 million

• Totals £309.9 million

• Materiality of £6.0 million (2023: £6.2 million), representing 2% of

Adjusted EBITDA

Independent Auditor’s Report continued

evoke plc Annual Report & Accounts 2024

106

Other information

The other information comprises the information included in the annual report set out on pages 1 to 99 including the Strategic Report,

the Directors’ Report and the Corporate Governance Report, other than the financial statements and our auditor’s report thereon. The

directors are responsible for the other information contained within the annual report.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in this

report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with

the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we

identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a

material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a

material misstatement of the other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matter prescribed by the Gibraltar Companies Act 2014

In our opinion the information given in the Directors’ Report for the financial year for which the financial statements are prepared is

consistent with the financial statements and has been properly prepared in accordance with the Gibraltar Companies Act 2014 Act.

Opinions on other matters in accordance with the terms of our engagement letter with the Company

In our opinion, based on the work undertaken in the course of the audit:

• the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the basis of preparation.

• the information given in the strategic report for the financial year for which the financial statements are prepared is consistent with the

financial statements and that report has been prepared in accordance with the basis of preparation;

After this section and before “matters on which we are required to report by exception” the following should be included that is missing:

Matters on which we are required to report by exception as prescribed by the Gibraltar Companies Act 2014

In the light of our knowledge and understanding of the Group and the Parent company and its environment obtained in the course of

the audit, we have nothing to report in respect of the following matters:

• We have identified material misstatements in the Directors’ Report; and

• We have not received all the information and explanations we required for our audit.

Matters on which we are required to report by exception in accordance with the terms of our engagement letter

with the Company

In the light of our knowledge and understanding of the Group and the Parent company and its environment obtained in the course of

the audit, we have nothing to report in respect of the following matters:

• We have identified material misstatements in the strategic report;

• Adequate accounting records have not been kept by the Parent company;

• Parent company financial statements and the audited Directors’ Remuneration Report are not in agreement with the accounting

records and returns; and

• Disclosures of directors’ remuneration specified by law are not appropriately made.

Corporate Governance Statement

We have reviewed the directors’ statement in relation to going concern, longer-term viability and that part of the Corporate

Governance Statement relating to the Group and company’s compliance with the provisions of the UK Corporate Governance Code

specified for our review by the UK Listing Rules.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate

Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit:

• Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material

uncertainties identified set out on page 78.

• Directors’ explanation as to its assessment of the Company’s prospects, the period this assessment covers and why the period is

appropriate set out on page 60.

• Directors’ statement on whether it has a reasonable expectation that the Group will be able to continue in operation and meets its

liabilities set out on page 60.

• Directors’ statement on fair, balanced and understandable set out on page 99.

• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 60.

• The section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on

page 98; and;

• The section describing the work of the Audit and Risk Committee set out on pages 74 to 79.

evoke plc Annual Report & Accounts 2024

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Overview

Supplementary Information

Financial Statements

Governance

Strategic Report

Independent Auditor’s Report continued

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement set out on page 99, the directors are responsible for the preparation of

the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine

is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group and Parent company’s ability to continue as a

going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the

directors either intend to liquidate the Group or the Parent company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material

misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high

level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement

when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could

reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud Irregularities, including fraud,

are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to

detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting

one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or

through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the

Company and management.

• We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and determined that the

most significant are those related to gambling regulations and related gaming and indirect taxes in different countries where the

Group is operating, including the UK, Spain, Gibraltar, Malta, Italy, Austria and other countries, those related to relevant tax compliance

regulations in the UK, Gibraltar, Malta, Spain and Israel and related to the financial reporting framework (UK adopted international

accounting standards, UK Corporate Governance Code, Gibraltar Companies Act 2014, the Listing Rules of the London Stock

Exchange and the Bribery Act 2010);

• We understood how evoke plc is complying with those frameworks by making enquiries of management and the Company’s

external legal and tax advisers. We corroborated our enquiries through our review of board minutes, discussion with the Audit and Risk

Committee and any correspondence with regulatory bodies and tax authorities, and our audit procedures in respect of “Regulatory

and legal risk” (as described above);

• We assessed the susceptibility of the Group’s financial statements to material misstatement, including how fraud might occur by

meeting with management to understand where they considered there was susceptibility to fraud, including in respect of revenue

recognition. We also considered performance targets and their influence on efforts made by management to manage earnings or

influence the perceptions of analysts. Where this risk was considered to be higher, we performed audit procedures to address each

identified fraud risk. These procedures included testing journal entries where we engaged EY forensic accounting specialists to identify

journals for testing based on risk indicators;

• Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations, including

anti-money laundering. The Group operates in the gaming industry which is a highly regulated environment and our procedures

involved audit procedures in relation to legal and regulatory matters, as well as review of board minutes to identify non-compliance

with such laws and regulations, review of reporting to the Audit and Risk Committee on compliance with regulations and enquiries of

management and the Group’s external legal counsel and tax advisors;

• In respect of the UK, Gibraltar and Malta component teams, any instances of non-compliance with laws and regulations were

addressed with management by the Group audit team; and

• The Non-Statutory Auditor and the Statutory Auditor assessed and was satisfied that the engagement team collectively had the

appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations in the gaming

industry, and details of those matters about non-compliance with laws and regulations and fraud that were communicated to the

engagement team;

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website

at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

evoke plc Annual Report & Accounts 2024

108

Other matters we are required to address

• We were appointed by the Company on 30 June 2014 to audit the financial statements for the year ending 31 December 2014 and

subsequent financial periods. The period of total uninterrupted engagement including previous renewals and reappointments is 11

years, covering the years ended 31 December 2014 to 31 December 2024.

• Our audit engagement letter was refreshed on 12 April 2023. The non-audit services prohibited by the FRC’s Ethical Standard were not

provided to the Group or the Parent company and we remain independent of the Group and the Parent company in conducting

the audit.

• The audit opinion is consistent with the additional report to the Audit and Risk Committee.

Use of our report

This report, including the opinion, has been prepared for and only for the Company’s members as a body in accordance with Section

257 of the Gibraltar Companies Act 2014 and our engagement letter dated 12 April 2023 and for no other purpose. We do not, in giving

these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose

hands it may come save where expressly agreed by our prior consent in writing.

Marcus Butler (Non-Statutory Auditor) Dale Cruz (Statutory Auditor)

For and on behalf of Ernst & Young LLP For and on behalf of EY Limited, Registered Auditors

London Gibraltar

31 March 2025 31 March 2025

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109

Overview

Supplementary Information

Financial Statements

Governance

Strategic Report

			2023
		2024	£m
	Note	£m	(restated)
Revenue	2	1 , 7 54.5	1 , 710 .9
Gaming duties		(4 0 0 . 5)	(3 8 0. 8)
Other cost of sales		(2 0 3 . 4)	(19 8 . 0)
Cost of sales		(6 0 3 .9)	(57 8 . 8)
Gross profit		1 , 1 5 0.6	1,1 3 2 .1
Marketing expenses		(2 68 .1)	(237 .6)
Operating expenses		(8 0 2 . 4)	(8 19. 1)
Share of post-tax (loss)/profit of equity accounted associate	4,14	(1. 0)	1. 4
Exceptional items – operating expenses	3	(7 9. 3)	(5 2 . 6)
Operating (loss)/profit	5	(0 . 2)	24.2
Adjusted EBITDA 1		312 . 5	2 9 9. 5
Exceptional items – operating expenses	3	(7 9. 3)	(5 2 . 6)
Fair value gain on financial assets	25	–	4 .1
Foreign exchange gains		0 .1	1. 0
Share benefit (charge)/gain	28	(2 . 7)	0. 5
Depreciation and amortisation	12,13	(2 3 0 . 8)	(2 2 8 . 3)
Operating (loss)/profit	5	(0 . 2)	24.2
Finance income	7	3 4 .1	41. 0
Finance expenses	8	(2 0 2 . 7)	(195 . 3)
Loss before tax		(1 68.8)	(13 0 .1)
Taxation (charge)/credit	9	(2 2 . 6)	6 4.9
Loss after tax		(19 1. 4)	(6 5 . 2)
Attributable to:
Equity holders of the parent		(19 2 . 0)	(6 5 . 2)
Non-controlling interests		0.6	–
Loss for the period		(19 1. 4)	(6 5 . 2)
Loss per share
Basic (pence)	10	(4 2 . 7)	(14 . 5)
Diluted (pence)	10	(4 2 . 7)	(14 . 5)

The 2023 comparative totals have been restated to reflect a Remote Gaming Duty prior period adjustment (see note 1).

1. Adjusted EBITDA is an Alternative Performance Measure (APM) which does not have an IFRS standardised

meaning. Refer to Appendix 1 – Alternative Performance Measures for further detail.

Consolidated Income Statement

For the year ended 31 December 2024

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110

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2024

			2023
		2024	£m
	Note	£m	(restated)
Loss for the year		(19 1. 4)	(6 5 . 2)
Items that may be reclassified subsequently to profit or loss (net of tax)
Exchange differences on translation of foreign operations		(5 . 0)	(2 2 . 8)
Movement in hedging reserves	25	10. 3	(1. 2)
Items that will not be reclassified to profit or loss (net of tax)
Remeasurement of severance pay liability		(0 . 2)	(0 . 2)
Actuarial remeasurement in defined benefit pension scheme		0.7	1. 8
Total other comprehensive income/(loss) for the year		5.8	(2 2. 4)
Total comprehensive loss for the year		(18 5 . 6)	(8 7. 6)
Total comprehensive loss for the year attributable to equity holders of the Parent		(18 6 . 2)	(8 7. 6 )
Total comprehensive profit for the year attributable to non-controlling interests		0.6	–

The 2023 comparative totals have been restated to reflect a Remote Gaming Duty prior period adjustment (see note 1).

The notes on pages 115 to 160 form part of these consolidated financial statements.

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Overview

Supplementary Information

Financial Statements

Governance

Strategic Report

Consolidated Statement of Financial Position

At 31 December 2024

			2023
		2024	£m
	Note	£m	(restated)
Assets
Non-current assets
Goodwill and other intangible assets	12	1,9 8 9. 3	2,0 3 8. 3
Right-of-use assets	13	84.5	78. 0
Property, plant and equipment	13	7 8 .9	91. 7
Investment in sublease		1. 2	1. 0
Investments in associates	14	32 .3	3 3.9
Non-current prepayments	19	2 .4	2.8
Derivative financial instruments	25	13 .1	15 . 8
Deferred tax assets	26	36.3	3 7. 0
Current assets		2,2 38.0	2,2 98. 5
Cash and cash equivalents 1	20	26 5.4	256.2
Trade and other receivables	19	13 2 . 6	13 8 . 0
Income tax receivable		33.6	53.3
Derivative financial instruments	25	–	1. 6
Assets held for sale	17	0.9	–
		432 .5	4 4 9.1
Total assets		2 , 67 0 . 5	2 , 74 7. 6
Equity and liabilities
Share capital	27	2.2	2.2
Share premium		16 0 . 7	16 0 . 7
Treasury shares		(0.6)	(0 . 6)
Foreign currency translation reserve		(3 . 2)	1. 8
Hedging reserves		(4.3)	(1 4.6)
Retained earnings		(2 71. 2)	(8 2. 4)
Total equity attributable to equity holders of the parent		(116 . 4)	6 7. 1
Non-controlling interests		20.6	–
Total equity		(95 . 8)	6 7. 1
Liabilities
Non-current liabilities
Borrowings	23	1,733. 1	1 , 6 5 7. 2
Severance pay liability	6	0. 4	0.6
Provisions	22	1 2 9. 5	10 4 . 8
Deferred tax liability	26	15 0 .1	15 6 . 9
Derivative financial instruments	25	15 . 8	2 9. 9
Lease liabilities	18	68. 4	64. 2
Current liabilities		2 , 0 9 7. 3	2 , 013 . 6
Borrowings	23	4 .6	3.9
Trade and other payables	21	3 9 1.1	3 8 7. 5
Provisions	22	72 .0	78. 5
Derivative financial instruments	25	31. 3	23.5
Income tax payable	9	2 5 .1	2 2. 3
Lease liabilities	18	26. 6	23.4
Customer deposits	21	118 . 3	1 2 7. 8
		6 6 9. 0	666.9
Total equity and liabilities		2 , 67 0 . 5	2 , 74 7. 6

The 2023 comparative totals have been restated to reflect a Remote Gaming Duty prior period adjustment (see note 1).

1. Cash and cash equivalents includes customer deposits of £118.3m (2023: £1 27 .8m) which represent bank deposits matched by customer liabilities of an equal

value. Cash and cash equivalents excludes restricted short-term deposits of £1 6.5m which are presented in Trade and other receivables (2023: £2 2 .6m).

The consolidated financial statements on pages 110 to 114 were approved and authorised for issue by the Board of Directors on 31 March

2025 and were signed on its behalf by:

Per Widerström Sean Wilkins

Chief Executive Officer Chief Financial Officer

The notes on pages 115 to 160 form part of these consolidated financial statements.

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112

Consolidated Statement of Changes in Equity

For the year ended 31 December 2024

				Foreign
				currency			Non-
	Share	Share	Treasury	translation	Hedging	Retained	controlling
	capital	premium	shares	reserve	reserve	earnings	interests	Total
	£m	£m	£m	£m	£m	£m	£m	£m
Balance at 1 January 2023 (restated)	2.2	16 0 . 7	(0 .9)	2 4.6	(13 . 4)	(1 8 . 0)	–	15 5 . 2
Loss after tax for the year	–	–	–	–	–	(6 5 . 2)	–	(6 5 . 2)
Other comprehensive (expense)/income for the year	–	–	–	(2 2. 8)	(1. 2)	1. 6	–	(2 2 . 4)
Total comprehensive income/(expense)	–	–	–	(22.8)	(1. 2)	(6 3 . 6)	–	(8 7. 6)
Equity settled share benefit charges (note 28)	–	–	–	–	–	(0. 5)	–	(0 . 5)
Exercise of Deferred Share Bonus Plan	–	–	0.3	–	–	(0. 3)	–	–
Balance at 31 December 2023 (restated)	2.2	16 0 . 7	(0.6)	1. 8	(14 . 6)	(82 . 4)	–	6 7. 1
Loss after tax for the year	–	–	–	–	–	(19 2 . 0)	0. 6	(191. 4)
Other comprehensive (expense)/income for the year	–	–	–	(5 . 0)	10 . 3	0.5	–	5.8
Total comprehensive expense	–	–	–	(5 . 0)	10. 3	(19 1 . 5)	0.6	(1 8 5 . 6)
Romania acquisition (note 15)	–	–	–	–	–	–	20. 0	20. 0
Equity settled share benefit credit (note 28)	–	–	–	–	–	2.7	–	2.7
Balance at 31 December 2024	2.2	16 0 . 7	(0.6)	(3 . 2)	(4.3)	(2 71. 2)	2 0.6	(95 . 8)

The 2023 comparative totals have been restated to reflect the Remote Gaming Duty prior period adjustment (see note 1).

Retained earnings at 1 January 2023 have been restated to include a prior period adjustment of £4 . 0m in respect of Remote Gaming Duty (see note 1).

The 2023 comparative totals have been restated to reflect a Remote Gaming Duty prior period adjustment (see note 1)’.

The following describes the nature and purpose of each reserve within equity.

Share capital – represents the nominal value of shares allotted, called-up and fully paid.

Share premium – represents the amount subscribed for share capital in excess of nominal value.

Treasury shares – represents reacquired own equity instruments. Treasury shares are recognised at cost and deducted from equity.

Foreign currency translation reserve – represents exchange differences arising from the translation of all Group entities that have

functional currency different from Pounds Sterling.

Hedging reserve – represents changes in the fair value of derivative financial instruments designed in a hedging relationship.

Retained earnings – represents the cumulative net gains and losses recognised in the Consolidated Statement of Comprehensive Income

and other transactions with equity holders.

Non-controlling interests – represents the minority interests of other shareholders in the net assets of consolidated subsidiaries.

The notes on pages 115 to 160 form part of these consolidated financial statements.

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Overview

Supplementary Information

Financial Statements

Governance

Strategic Report

			2023
		2024	£m
	Note	£m	(restated)
Cash flows from operating activities
Loss before income tax		(1 68.8)	(13 0 .1)
Adjustments for:
Depreciation of property, plant and equipment and right-of-use assets	13	44.5	46. 3
Amortisation	12	18 6 . 3	18 2 . 0
Interest income	7	(3 4 .1)	(41. 0)
Interest expenses	8	2 02 .7	19 5 . 3
Income tax paid		(14 . 6)	(3 0 .1)
Fair value gain on financial assets		–	(4 . 1)
Share of post-tax loss/(profit) of equity accounted associate		1. 0	(1. 4)
Non-cash exceptional items		(7. 4)	5.9
(Profit)/loss on sale of intangible assets	3	(4 . 7)	0. 3
Movement on ante post and other financial derivatives		(2 . 2)	7. 6
Profit on sale of freehold properties via sale and leaseback		–	(4.6)
Impairment of freehold properties held for sale		0.5	–
Impairment of intangible assets	12	0.6	–
(Loss)/gain on disposal of property, plant and equipment		0.2	(1. 1)
Share benefit charge/(credit)	28	2.7	(0. 5)
Cash generated from operating activities before working capital movement		20 6.7	2 24. 5
Decrease/(increase) in receivables		5.4	(1. 9)
Decrease in customer deposits		(9. 5)	(13 . 4)
Increase/(decrease) in trade and other payables		0.6	(3 0. 8)
Increase/(decrease) in provisions		23.3	(2 7. 0)
Net cash generated from operating activities		226. 5	15 1. 4
Cash flows from investing activities
Acquisition of intangible assets		(9 0 .9)	(6 2 . 9)
Acquisition of property, plant and equipment	13	(4 . 5)	( 7. 4)
Acquisition of business	15	(4 .1)	–
Proceeds from sale of businesses	16	4.7	19. 2
Proceeds on sale and leaseback of freehold properties		–	2 2.6
Proceeds from sale of property, plant and equipment		2.0	1.9
Loans to related parties		(4 . 2)	(4. 3)
Interest received	7	2 .7	3 .9
Dividend received from associate	14	0.6	5 .9
Net cash used in investing activities		(93.7)	(2 1 .1)
Cash flows from financing activities
Payment of lease liabilities	18	(3 6 . 2)	(31. 8)
Settlement of derivatives		–	(1 0 . 8)
Interest paid		(16 3 . 6)	(14 2 . 0)
Repayment of loans	23	(3 8 8 . 7)	(4 . 0)
Proceeds from loans	23	48 5.0	–
Net cash used in financing activities		(10 3 . 5)	(18 8 . 6)
Net Increase/(decrease) in cash and cash equivalents		2 9. 3	(5 8 . 3)
Net foreign exchange difference		(2 0 .1)	(3 .1)
Cash and cash equivalents at the beginning of the year	20	256. 2	3 17. 6
Cash and cash equivalents at the end of the year	20	26 5.4	256.2

The 2023 comparative totals have been restated to reflect the Remote Gaming Duty prior period adjustment (see note 1).

The notes on pages 115 to 160 form part of these consolidated financial statements.

Consolidated Statement of Cash Flows

For the year ended 31 December 2024

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114

Notes to the Consolidated Financial Statements

For the year ended 31 December 2024

General information

Company description

evoke plc (the ‘Company’) and its subsidiaries (together the ‘Group’) was founded in 1997 in the British Virgin Islands and since 17 December

2003 has been domiciled in Gibraltar (Company number 90099). On 4 October 2005, the Company listed on the London Stock Exchange.

Definitions

In these financial statements:

Subsidiaries Companies over which the Company has control (as defined in IFRS 10 – Consolidated Financial

Statements) and whose accounts are consolidated with those of the Company.

Related parties As defined in IAS 24 ‘Related Party Disclosures’.

Associates As defined in IAS 28 ‘Investments in Associates and Joint Ventures’.

1. Accounting policies

The material accounting policies applied in the preparation of the consolidated financial statements are as follows:

Basis of preparation

The consolidated financial statements of the Group have been prepared in accordance with UK adopted international accounting

standards and in accordance with the requirements of the Gibraltar Companies Act 2014. The consolidated financial statements have

been prepared on a historical cost basis, except where certain assets or liabilities are held at amortised cost or at fair value as described

in the Group’s accounting policies.

All values are rounded to the closest hundred thousand, except when otherwise indicated.

The material accounting policies applied in the consolidated financial statements in the prior year have been applied consistently

in these consolidated financial statements, except for the amendments to accounting standards effective for the annual periods

beginning on 1 January 2024. These are described in more detail below.

As a Company incorporated in Gibraltar, evoke plc is not required by UK law or regulation to prepare the Directors’ Remuneration or

Strategic reports under regulation that applies to UK incorporated companies. However, by virtue of evoke’s listing on the London Stock

Exchange and reflecting the Directors’ approach to good governance and investor expectation, we have prepared these reports in line

with the requirements under the UK Companies Act 2006.

The Directors’ Remuneration Report, set out on pages 82 to 93, has been voluntarily prepared in accordance with sections 420 to 422

of the UK Companies Act 2006.

The information given in the Strategic Report, set out on pages 8 to 61, has been voluntarily prepared in accordance with section 414

of the UK Companies Act 2006.

2023 Restatement

Remote Gaming Duty

During the course of 2024, the Group performed a review of its Remote Gaming Duty obligation. It was found that the Group had

understated its Remote Gaming Duty costs by £4.0m in 2022 and £8.8m in 2023. As a result, the Group has adjusted its previously reported

financial statements to reflect the additional costs that should have been recognised at the time. The impact on the 2022 Consolidated

Statement of Financial Position is deemed immaterial for re-presentation purposes.

The tables below show the impact of the restatement change on the previously reported financial results:

Impact on Consolidated Income Statement and Statement of Comprehensive Income

	As previously reported		Restated 31
	31 December	Impact of	December
	2023	restatement	2023
	£m	£m	£m
Gaming duties	(372.0)	(8.8)	(380.8)
Other operating items	405.0	–	405.0
Operating profit	33.0	(8.8)	24.2
Adjusted EBITDA	308.3	(8.8)	2 99. 5
Taxation	64.9	–	64.9
Loss after tax	(56.4)	(8.8)	(65.2)
Loss per share – Basic (pence)	(12.6)	(1.9)	(14.5)
Loss per share – Diluted (pence)	(12.6)	(1.9)	(14.5)

Impact on Consolidated Statement of Financial Position

	As previously reported		Restated 31
	31 December	Impact of	December
	2023	restatement	2023
	£m	£m	£m
Total assets	2,747.6	–	2 ,747.6
Trade and other payables	(374. 7)	(12.8)	( 3 87. 5)
Other liabilities	(2,293.0)	–	(2,293.0)
Total liabilities	(2 ,667.7)	(12.8)	(2,680.5)
Net assets	79.9	(12.8)	67.1

£4.0m relates to the year ended 31 December 2022 and has been included in the retained earnings balance as at 1 January 2023.

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Overview

Supplementary Information

Financial Statements

Governance

Strategic Report

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

1. Accounting policies continued

Going concern

Background

The financial statements have been prepared using the going concern basis of accounting. As the year end, the Group had net liabilities

of £95.8m (2023: net assets of £61.7m) and incurred a statutory loss before tax of £168.8m for the year ended 31 December 2024 (2023:

£130.1m loss). The Group also had net current liabilities of £236.5m (2023: £217.8m).

A full description of the Group’s business activities, financial position, cash flows, liquidity position, committed facilities and borrowing

position, together with the factors likely to affect its future development and performance, is set out in the Strategic Report on pages 8 to

61, and in notes 23 to 25 to these financial statements.

Business planning and performance management

The Group has robust forecasting and monitoring processes which consist of weekly monitoring and careful management of liquidity, an

annual budget and a long-term plan, which generates Income Statement and cash flow projections for assessment by management

and the Board. Forecasts are regularly compared with prior forecasts and current trading to identify variances and understand their

future impact so management can act where appropriate. Analysis is undertaken to review both the appropriateness and completeness

of the key assumptions, including the integration and transformation programmes, underpinning the forecasts on a rolling monthly basis.

Whilst there are risks to the Group’s trading performance (as summarised in the Risk section of the Strategic Report on pages 53 to 59, the

Group has established risk management processes to identify and mitigate risks, and such risks have been considered when undertaking

the going concern evaluation for the period to 31 March 2026.

The Group’s future prospects

As highlighted in note 24 to the financial statements, the Group meets its day-to-day working capital requirements from the positive cash

flows generated by its trading activities and its available cash resources. The Group holds cash and cash equivalents excluding customer

balances and restricted cash of £147.1m as at 31 December 2024 (2023: £128.4m). In addition to this the Group has access, until January 2028,

to a £150.0m Revolving Credit Facility, of which £85.0m is currently drawn down (2023: nil), and an additional £50.0m Revolving Credit Facility,

added in May 2024, until December 2025 which is currently undrawn.

The Group has significant debt arrangements resulting from the funding of the acquisition of the William Hill business in 2022. There is an annual

$5.8m repayment on the TLB facilities, as well as a final £10.5m repayment due on £350.0m Senior Unsecured Fixed Rate Notes due in 2026,

which is a small portion of the Group’s overall borrowings. The remaining borrowings, which constitute the majority of the Group’s debt, are not

due within the period of the going concern evaluation or in the period soon after it. The next due date on the Group’s remaining debt is in 2027

and the majority is repayable in 2027–30. The Group’s Revolving Credit Facility contains a net leverage covenant which is not restrictive in the

base case, downside or reverse stress test scenarios. The remainder of the Group’s debt does not contain any financial covenants.

The Group’s forecasts, for the going concern evaluation period to 31 March 2026, based on reasonable assumptions including, in the base

case, a 12% increase in revenue throughout the going concern period indicate that the Group will be able to operate within the level of its

currently available and expected future facilities for this period to 31 March 2026. Under the base case forecast, the Group has sufficient cash

reserves and available facilities to enable it to meet its obligations as they fall due, for this going concern evaluation period to 31 March 2026.

The Group has also assessed a range of downside scenarios to evaluate whether any material uncertainty exists relating to the Group’s ability

to continue as a going concern. The forecasts and scenarios consider severe but plausible downsides that could impact the Group, which

are linked to the business risks identified by the Group. These scenarios, both individually and in combination, have enabled the Directors to

conclude that the Group has adequate resources to continue to operate for the foreseeable future.

Specifically, the Directors have given careful consideration to the regulatory and legal environment in which the Group operates. Downside

sensitivities have been run, individually and in aggregate, to assess the impact of the following scenarios:

• Reductions in profitability for the whole Group of 10% and 20% from the base case respectively to reflect potential regulatory,

macroeconomic or competitive pressures;

• An increase in interest expense upon the Revolving Credit Facility, which would be notably drawn down in the downside scenarios

mentioned above;

• Reduction of cash inflows from failure to execute M&A projects.

Management has performed a separate reverse stress test to identify the conditions that would be required to compromise the Group’s liquidity.

Having done so, management has identified further actions to conserve or generate cash to mitigate any impact of such a scenario occurring.

Following these actions, the Group could withstand a decrease in forecast adjusted EBITDA, including forecasted contingency, of 25%. The Board

considers the likelihood of a decline of this magnitude to be remote. Other initiatives, not directly in the Group’s control at the date of approval of

these financial statements, could be considered including the disposal of non-core assets and investments.

Should an extreme downside scenario occur, or planned mitigations and initiatives not be achieved, further mitigating actions that can be

executed in the necessary timeframe could be taken over and above the reverse stress test, such as a reduction of marketing expenditures and

working capital management.

Conclusion

Based on the above considerations, the Directors continue to adopt the going concern basis in preparing these financial statements.

New accounting standards, interpretations and amendments adopted by the Group

In preparing the Group financial statements for the current period, the Group has adopted the following new IFRSs, amendments to IFRSs

and IFRS Interpretations Committee (IFRIC) interpretations. None of the standards have a significant impact on the results or net assets of

the Group. Changes are detailed below:

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1. Accounting policies continued

New accounting standards, interpretations and amendments adopted by the Group continued

IAS 1 (amended)	Classification of Liabilities as Current or Non-current (effective 1 January 2024)
IAS 1 (amended)	Non-current Liabilities with Covenants (effective 1 January 2024)
IAS 7 and IFRS 17 (amended)	Supplier Finance Arrangements (effective 1 January 2024)
IFRS 16 (amended)	Lease Liabilities in a Sale and Leaseback (effective 1 January 2024)

New accounting standards and amendments in issue but not effective

At the date of authorisation of the Group financial statements, the following new standards, interpretations and amendments, which

have not been applied in these Group financial statements, were in issue but not yet effective:

Amendments and interpretations

IAS 21 (amended)	Lack of Exchangeability (effective 1 January 2025)
	Amendments to the Classification and Measurement of Financial Instruments (effective
IFRS 9 and IFRS 7 (amended)	1 January 2026)
IFRS 18	Presentation and Disclosure in Financial Statements (effective 1 January 2027)
IFRS 19	Subsidiaries without Public Accountability: Disclosures (effective 1 January 2027)

With the exception of the adoption of IFRS 18, the adoption of the above standards and interpretations is not expected to lead to any

changes to the Group’s accounting policies nor have any other material impact on the financial position or performance of the Group.

IFRS 18 was issued in April 2024 and is effective for periods beginning on or after 1 January 2027. Early application is permitted, and comparatives

will require restatement. The standard will replace IAS 1 Presentation of Financial Statements and although it will not change how items are

recognised and measured, the standard brings a focus on the Income Statement and reporting of financial performance. Specifically classifying

income and expenses into three new defined categories – ‘operating’, ‘investing’ and ‘financing’ and two new subtotals ‘operating profit and

loss’ and ‘profit or loss before financing and income tax’, introducing disclosures of management defined performance measures (MPMs) and

enhancing general requirements on aggregation and disaggregation. The impact of the standard on the Group is currently being assessed and

it is not yet practicable to quantify the effect of IFRS 18 on these consolidated financial statements, however there is no impact on presentation for

the Group in the current year given the effective date – this will be applicable for the Group’s 2027 Annual Report.

Impact of climate change

The business continues to consider the impact of climate change in the consolidated and Company financial statements and recognise that

the most impactful risks are around both the cancellation of sporting events due to extreme weather and the longer-term cost of energy.

Further, the Group has assessed the impact of climate change in the work on going concern, viability statement and impairment reviews

and considers that the above risks have been factored into these future forecasts. The Group constantly monitors the latest government

legislation in relation to climate-related matters. At the current time, no legislation has been passed that will impact the Group. The

Group will adjust key assumptions in value in use calculations and sensitise these calculations if a change is required. Refer to the Task

Force on Climate-related Financial Disclosures TCFD Report on page 168 for more information on the impact of climate change.

Critical accounting judgements and key sources of estimation uncertainty

In the application of the Group’s accounting policies, which are described below, the Directors are required to make judgements,

estimates and assumptions that affect the application of policies and reported amounts. The estimates and associated assumptions are

based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in

which the estimate is revised where it affects only that period or in the period and future periods if it affects both current and future periods.

Critical accounting judgements

Internally generated intangible assets

Costs relating to internally generated intangible assets are capitalised if the criteria for recognition as assets are met. The initial

capitalisation of costs is based on management’s judgement that technological and economic feasibility criteria are met. In making

this judgement, management considers the progress made in each development project and its latest forecasts for each project.

Expenditure which does not meet the technological and economic feasibility criteria is charged to the Consolidated Income Statement.

Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment

losses. For further information see note 12.

Leases

Management considers the key judgement to be the assessment of the lease term at the point where the lessee can be reasonably

certain of its right to use the underlying asset.

Given the number of shop closures in the Retail estate historically, management determined the lease term under IFRS 16 across the Retail

estate as the next available break date, as the Group is not ‘reasonably certain’ that any lease break will not be exercised. The Group

has recognised a lease liability of £95.0m at 31 December 2024 (31 December 2023: £87.6m).

Exceptional and adjusted items

The Group classifies and presents certain items of income and expense as exceptional items. The Group presents adjusted performance

measures which differ from statutory measures due to exclusion of exceptional items and certain non-cash items as the Group considers

that it allows a further understanding of the underlying financial performance of the Group. These measures are described as ‘adjusted’

and are used by management to measure and monitor the Group’s underlying financial performance. Non-cash items that are

excluded from adjusted performance measures of underlying financial performance include amortisation of acquired intangibles,

amortisation of finance fees, share benefit charges and foreign exchange differences. Refer to Appendix 1 for further detail.

The Group considers any items of income and expense for classification as exceptional if they are one-off or material in nature and by virtue

of their size. The items classified as exceptional (and is excluded from the adjusted measures) are described in further detail in note 3.

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Overview

Supplementary Information

Financial Statements

Governance

Strategic Report

1. Accounting policies continued

Significant accounting estimates

The following are the Group’s major sources of estimation uncertainty that have a significant risk of resulting in a material adjustment

to the carrying amounts of assets and liabilities within the next financial year:

Impairment of goodwill

For the purposes of impairment testing under IAS 36 Impairment of Assets, cash generating units (“CGUs”) are grouped to reflect the

level at which goodwill is monitored by management. A key judgement is the determination of these CGUs as it is the level at which

the impairment tests are performed. Management has identified three CGUs to be Retail and International on a group of CGUs basis

and UK&I Online as its own CGU as these are the lowest levels at which it is practical to monitor goodwill. These are the levels at which

goodwill is assessed for impairment. Determining whether goodwill is impaired requires the determination of the recoverable amount

of the CGU, and for which most estimate the value in use. The value in use calculation requires the Group to estimate the future cash

flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. Cash flows are

forecast for periods up to five years. The key assumptions used in the model are based on historical experience and other factors that are

considered to be relevant, including growth rates and discount rates. For further information see note 12.

Provisions, contingent liabilities and regulatory matters

The Group makes a number of estimates in respect of the accounting for, and disclosure of, expenses and contingent liabilities for

customer claims. Provisions are described in further detail in note 22 and contingent liabilities in note 31.

In common with other businesses in the gambling sector the Group receives claims from customers relating to the provision of gambling

services. Claims have been received from customers in a number of (principally European) jurisdictions and allege either failure to follow

responsible gambling procedures, breach of licence conditions or that underlying contracts in question are null and void given local

licensing regimes.

The Group has recognised a provision and contingent liability for customer claims in Austria and Germany where the business has

been subject to a particular acceleration of claims since 2020 following marketing campaigns by litigation funders in those jurisdictions.

Customers who have obtained judgment against the Group’s entities in the Austrian and German courts have sought to enforce those

judgments in Malta and Gibraltar. These are being defended on the basis of a public policy argument. The provision held for the Group

relating to these claims is £114.2m (2023: £113.0m), mostly related to the Mr Green brand.

The value of the provision and contingent liability are both estimates based on the number and individual size of claims received to

date and assumptions based on such observations as can be derived from those claims and include an estimate of claims the Group

assesses is probable, for the provision, and possible, for the contingent liability, that it will receive in the future. If these rates of receipt of

claims were to increase by 25% compared to the Group’s expectation, the value across the provision recognised and contingent liability

disclosed would increase by £3.6m before consideration of potential gaming tax reclaim.

Identification and valuation of acquired customer relationships intangible asset

On 11 October 2024, the Group entered into a business combination involving Net Gaming Solutions SRL (NGS), an entity incorporated

in Romania, and Orion Sky Marketing Limited (OSM), an entity incorporated in Gibraltar. More information on this business combination

is available in note 15. As part of the purchase price allocation, the Group recognised customer relationships of £29.8m. External experts

were engaged, where appropriate, to support the valuation process.

The valuation of the customer relationships was based on a recognised methodology, being a multi-period excess earnings

methodology, with recognised industry data and the Group’s industry experience and specialist knowledge also being used in arriving

at the valuation. Within the valuation, the significant accounting estimate used to derive the final valuation was the customer churn rates

used within the model to estimate the fair value of acquired customer relationships. A 2% increase or decrease in estimated customer

churn rates would increase or decrease the fair value of customer relationships by £5m/(£4m), respectively.

Basis of consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries. The subsidiaries are companies

controlled by evoke plc. Control exists where the Company has power over an entity; exposure, or rights, to variable returns from its

involvement with an entity; and the ability to use its power over an entity to affect the amount of its returns. Subsidiaries are consolidated

from the date the Company gained control until such time as control ceases.

The financial statements of subsidiaries are included in the consolidated financial statements using the purchase method of accounting.

On the date of the acquisition, the assets and liabilities of a subsidiary are measured at their fair values and any excess of the fair value of

the consideration over the fair values of the identifiable net assets acquired is recognised as goodwill.

Intercompany transactions and balances are eliminated on consolidation.

The financial statements of subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies.

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

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118

1. Accounting policies continued

Revenue

Revenue is measured at the fair value of the consideration received or receivable from customers and represents amounts receivable

for goods and services that the Group is in business to provide, net of discounts, marketing inducements and VAT, as set out below.

In the case of licensed betting offices (LBOs) (including gaming machines), online sportsbook and telebetting and online casino

(including games on the Online arcade and other numbers bets) revenue represents gains and losses from gambling activity in the

period. This revenue is treated as a derivative under IFRS 9 ‘Financial Instruments’ and is therefore out of scope of IFRS 15 ‘Revenue from

Contracts with Customers’. Open positions are carried at fair value, and gains and losses arising on this valuation are recognised in

revenue, as well as gains and losses realised on positions that have closed.

Revenue from the Online poker business is within the scope of IFRS 15 ‘Revenue from Contracts with Customers’ and reflects the net

income (rake) earned when a poker game is completed, which is when the performance obligation is deemed to be satisfied.

Revenue from Business to Business (B2B) is mainly comprised of services provided to business partners. B2B also includes fees from the

provision of certain gaming-related services to partners. Customer advances received are treated as deferred income within current

liabilities and released as they are earned.

For services provided to business partners through its B2B unit, the Group examines whether the nature of its promise is a performance

obligation to provide the defined goods or services themselves, which means the Group is a principal and therefore recognises revenue

as the gross amount of the revenue generated from use of the Group’s platform in online gaming activities with the partners’ share of the

revenue charged to marketing expenses; or to arrange that another party provide the goods or services which means the Group is an

agent and therefore recognises revenue as the amount of the net commission from use of the Group’s platform.

Cost of sales

Cost of sales consists primarily of gaming duties, payment service providers’ commissions, chargebacks, commission and royalties

payable to third parties, all of which are recognised on an accruals basis.

Operating expenses

Operating expenses consist primarily of marketing, staff costs and corporate professional expenses, all of which are recognised on an

accruals basis. All depreciation, amortisation and impairment charges are included within operating expenses.

Retirement benefit costs

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

For defined benefit retirement schemes, the cost of providing benefits is determined using the Projected Unit Credit Method, with

actuarial valuations being carried out at each period end date. Actuarial remeasurements are recognised in full in the period in which

they occur. They are recognised outside profit or loss and presented in the Consolidated Statement of Comprehensive Income.

The net retirement benefit asset or obligation recognised in the Consolidated Statement of Financial Position represents the present

value of the defined benefit obligation as reduced by the fair value of scheme assets. Any net asset resulting from this calculation is not

recognised on the balance sheet as this is expected to be used to meet the costs of eventual wind-up of the plan rather than refunded

to the Company in practice.

During 2021, prior to the acquisition by the Group of William Hill, William Hill agreed a buy-in of the scheme’s liabilities. On 28 June 2021, a

transaction was completed which insured the liabilities of the scheme with Rothesay Life. As a result of the transaction, the scheme holds

annuities with Rothesay Life which are qualifying insurance policies as defined in IAS 19.8 ‘Employee Benefits’. The income from these

policies exactly matches the amount and timing of benefits to those members covered under the policies.

Foreign currency

Monetary assets and liabilities denominated in currencies other than the functional currency of the relevant company are translated into

that functional currency using year-end spot foreign exchange rates. Non-monetary assets and liabilities are translated using exchange

rates prevailing at the dates of the transactions. Exchange rate differences on foreign currency transactions are included in financial

income or financial expenses in the Consolidated Income Statement, as appropriate.

The functional and presentational currency of the Group is Pounds Sterling. The results and financial position of all Group entities that

have a functional currency different from Pounds Sterling are translated into the presentation currency at foreign exchange rates as set

out below. Exchange differences arising, if any, are recorded in the Consolidated Statement of Comprehensive Income as a component

of other comprehensive income.

(i) assets and liabilities for each balance sheet item presented are translated at the closing rate at the date of that balance sheet; and

(ii) income and expenses for each Income Statement are translated at an average exchange rate (unless this average is not

a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income

and expenses are translated at the dates of the transactions).

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Overview

Supplementary Information

Financial Statements

Governance

Strategic Report

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

1. Accounting policies continued

Finance income

Finance income relates to interest income and is accrued on a time basis, by reference to the principal outstanding and the effective

interest rate applicable.

Finance costs

Finance costs arising on interest-bearing financial instruments carried at amortised cost are recognised in the Consolidated Income

Statement using the effective interest rate method. Finance costs include the amortisation of fees that are an integral part of the

effective finance cost of a financial instrument, including issue costs, and the amortisation of any other differences between the amount

initially recognised and the redemption price.

Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the period. Taxable profit differs from net profit as reported in the Consolidated

Income Statement because it excludes items of income or expense that are taxable or deductible in other periods, and it further

excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been

enacted or substantively enacted by the period end date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities

in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the

liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are

recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences

can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial

recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor

the accounting profit and does not give rise to equal taxable and deductible temporary differences.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, except

where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not

reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each period end date and reduced to the extent that it is no longer probable

that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates

that are expected to apply in the period when the liability is settled or the asset is realised based on tax laws and rates that have been

enacted at the period end date. Deferred tax is charged or credited in the Consolidated Income Statement, except when it relates to

items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

Deferred tax is not recognised in respect of the value of the Group’s investments in subsidiaries and interests in joint ventures, specifically

relating to unremitted earnings, where we are able to control the timing of the reversal of the temporary difference and it is probable

that such differences will not reverse in the future.

The Group has applied the exception to recognising and disclosing information about deferred tax assets and liabilities arising from

the implementation of the global minimum tax rules under Pillar Two, published by the Organisation for Economic Co-operation and

Development (“OECD”), as required under IAS 12.

The Group operates across multiple tax jurisdictions. We evaluate the tax treatment of our transactions in those jurisdictions in

accordance with applicable tax laws and regulations, identify risks and uncertainties, and, where applicable, estimate outcomes.

Given the complexity of tax law, uncertainties may arise in a number of circumstances, for example due to uncertainty of interpretation,

changes in tax law, case law developments, and evolving areas of challenge by tax authorities. Where there is uncertainty regarding

the tax treatment of certain items, we are required under IFRIC 23 to determine whether it is probable that future economic outflows will

occur and make provision for potential future liabilities accordingly.

Goodwill

Goodwill represents the excess of the fair value of the consideration in a business combination over the Group’s interest in the fair value

of the identifiable assets, liabilities and contingent liabilities acquired. Consideration comprises the fair value of any assets transferred,

liabilities assumed and equity instruments issued.

Goodwill is capitalised as an intangible asset with any impairment in carrying value being charged to the Consolidated Income

Statement and not subsequently reversed. Where the fair values of identifiable assets, liabilities and contingent liabilities exceed the

fair value of consideration paid, the excess is credited in full to the Consolidated Income Statement on the acquisition. Changes in the

fair value of the contingent consideration and direct costs of acquisition are charged or credited immediately to the Consolidated

Income Statement.

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1. Accounting policies continued

Intangible assets

Acquired intangible assets

Intangible assets arising on acquisitions are recorded at their fair value.

Amortisation is provided at rates calculated to write off the valuation, less estimated residual value, of each asset on a straight-line basis

over its expected useful life, as follows:

Acquired brands assessed separately for each asset, with lives ranging up to 30 years

Customer relationships between 18 months and 13 years

Software between three and five years

Licences lifetime of the licence, usually 10 to 20 years

Amortisation of assets arising on acquisition is recognised as an adjusted item, please see note 3 for further information.

Internally generated intangible assets

An internally generated intangible asset arising from the Group’s development of computer systems is recognised only if all of the

following conditions are met:

• an asset is created that can be identified (such as software and new processes);

• it is probable that the asset created will generate future economic benefits; and

• the development cost of the asset can be measured reliably.

Expenditure incurred on development activities of gaming platforms is capitalised only when the expenditure will lead to new or

substantially improved products or processes, the products or processes are technically and commercially feasible and the Group has

sufficient resources to complete development. All other development expenditure is expensed. Subsequent expenditure on intangible

assets is capitalised only where it clearly increases the economic benefits to be derived from the asset to which it relates. The Group

estimates the useful life of these assets as between three and five years.

Property, plant and equipment

Property, plant and equipment is stated at historical cost less accumulated depreciation. Assets are assessed at each balance sheet

date for indicators of impairment.

Depreciation is calculated using the straight-line method, at annual rates estimated to write off the cost of the assets less their estimated

residual values over their expected useful lives. The annual depreciation rates are as follows:

Freehold buildings 50 years

Long leasehold properties 50 years

Long leasehold improvements the shorter of ten years or the unexpired period of the lease

Short leasehold properties over the unexpired period of the lease

Short leasehold improvements the shorter of ten years or the unexpired period of the lease

Fixtures, fittings and equipment between three and ten years

Right-of-use asset reasonably certain lease term

Impairment of non-financial assets

An intangible asset with an indefinite useful life is tested for impairment annually and whenever there is an indication that the asset may

be impaired. At each period end date, the Group reviews the carrying amounts of its goodwill, property, plant and equipment and

intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication

exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the

asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-

generating unit to which the asset belongs.

The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future pre-tax

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 which the estimates of future cash flows have not been adjusted. This process is described in

more detail in note 12 to the financial statements.

If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset

(or CGU) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately.

Other than for goodwill, where an impairment loss subsequently reverses, the carrying amount of the asset (or CGU) is increased to the

revised estimate of its recoverable amount, but only to the point that the increased carrying amount does not exceed the carrying

amount that would have been determined had no impairment loss been recognised for the asset (or CGU) in prior periods. A reversal of

an impairment loss is recognised as income immediately.

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Overview

Supplementary Information

Financial Statements

Governance

Strategic Report

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

1. Accounting policies continued

Fair value measurement

The Group measures certain financial instruments at fair value at each balance sheet date. The fair value related disclosures are

included in notes 24 and 25. Fair value is the price that would be received or paid in an orderly transaction between market participants

at a particular date, either in the principal market for the asset or liability or, in the absence of a principal market, in the most

advantageous market for that asset or liability accessible to the Group.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair

value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

IFRS 13 ‘Fair Value Measurement’ emphasises that fair value is a market-based measurement, not an entity-specific measurement.

Therefore, fair value measurements under IFRS 13 should be determined based on the assumptions that market participants would use in

pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, IFRS 13 establishes a fair

value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent

of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own

assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

• Level 1 inputs utilise quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability

to access.

• Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly

or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are

observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are

observable at commonly quoted intervals.

• Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little,

if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different

levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on

the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a

particular input to the fair value measurement in its entirety requires judgement and considers factors specific to the asset or liability.

Assets held for sale

Assets categorised as held for sale are held on the Consolidated Statement of Financial Position at the lower of the book value and fair

value less costs to sell. This assessment is carried out when assets are transferred to held for sale. The impact of any adjustment as a part of

this assessment is booked through the Consolidated Income Statement.

Cash and cash equivalents

Cash comprises cash in hand, balances with banks and on-demand deposits. Cash equivalents are short-term, highly liquid investments

that are readily convertible to known amounts of cash. They include short-term deposits originally purchased with maturities of three

months or less.

Trade receivables

Trade receivables are initially recognised at fair value and subsequently measured at amortised cost and principally comprise amounts

due from credit card companies and from e-payment companies. The Group applies the IFRS 9 simplified approach in measuring

expected credit losses which use a lifetime expected credit loss allowance for all trade receivables. Trade receivables are written off

when there is objective evidence that the full amount may not be collected.

Business combinations

Business combinations are accounted for using the acquisition method as at the date on which control is transferred to the Group. Any

goodwill or gain on bargain purchase recognised at the acquisition date represents the fair value of consideration (including any

deferred and contingent consideration) of the business combination plus the amount of any non-controlling interest in the acquiree in

excess of the fair value of the identifiable net assets acquired. Any acquisition related expenses are expensed as they are incurred.

Non-controlling interests in the net assets of consolidated subsidiaries are accounted for separately from the Group’s own equity.

Non-controlling interests consist of the value at inception, as well as the cumulative share of changes in equity since the date of the

business combination.

Equity

Equity issued by the Company is recorded as the proceeds received from the issue of shares, net of direct issue costs.

Treasury shares

Own equity instruments that are reacquired (treasury shares) are recognised at cost and deducted from equity. No gain or loss is

recognised in profit or loss on the purchase, sale, issue or cancellation of the Group’s own equity instruments. Any difference between

the carrying amount and the consideration, if reissued, is recognised in the share premium account.

Dividends

Dividends are recognised when they become legally payable. In the case of interim dividends to equity shareholders, this is when declared

by the Board of Directors and paid. In the case of final dividends, this is when approved by the shareholders at the Annual General Meeting.

Equity-settled share benefit charges

Where the Company grants its employees or contractors shares or options, the cost of those awards, recognised in the Consolidated Income

Statement over the vesting period with a corresponding increase in equity, is measured with reference to the fair value at the date of grant.

Market performance conditions are taken into account in determining the fair value at the date of grant. Non-market performance conditions,

including service conditions, are taken into account by adjusting the number of instruments expected to vest at each balance sheet date so

that, ultimately, the cumulative amount recognised over the vesting period is based on the number of instruments that eventually vest.

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1. Accounting policies continued

Cash-settled transactions

A liability is recognised for the fair value of cash-settled transactions. The fair value is measured initially and at each reporting date up to

and including the settlement date, with changes in fair value recognised within employee benefits expenses. The fair value is expensed

over the period until the vesting date with recognition of a corresponding liability, further details of which are given in note 28. The

approach used to account for vesting conditions when measuring equity-settled transactions also applies to cash-settled transactions.

Severance pay schemes

The Group operates two severance pay schemes:

Defined benefit severance pay scheme

The Group operates a defined benefit severance pay scheme pursuant to the Severance Pay Law in Israel. Under this scheme Group

employees are entitled to severance pay upon redundancy or retirement. The liability for termination of employment is measured using

the projected unit credit method.

Severance pay scheme surpluses and deficits are measured as:

• the fair value of plan assets at the reporting date; less

• plan liabilities calculated using the projected unit credit method, discounted to its present value using yields available for the

appropriate government bonds that have maturity dates appropriate to the terms of the liabilities.

Remeasurements of the net severance pay scheme assets and liabilities, including actuarial gains and losses on the scheme liabilities

due to changes in assumptions or experience within the scheme and any differences between the interest income and the actual return

on assets, are recognised in the Consolidated Statement of Comprehensive Income in the period in which they arise.

Defined contribution severance pay scheme

In 2017 the Group introduced a defined contribution plan pursuant to section 14 of the Israeli Severance Pay Law. Under this scheme the

Group pays fixed monthly contributions. Payments to defined contribution plans are charged as an expense as they fall due.

Borrowings

The Group records bank and other borrowings initially at fair value, which equals the proceeds received, or acquired in a business

transaction, net of direct issue costs, and subsequently at amortised cost. The Group accounts for finance charges, including premiums

payable on settlement or redemption and direct issue costs, using the effective interest rate method.

Derivatives and hedging activities

The Company enters into a variety of derivative financial instruments to manage its exposure to interest rate and foreign exchange

rate risks.

Derivatives are initially recognised at fair value at the date the derivative contracts are entered into and are subsequently remeasured

to their fair value at the end of each reporting period. The accounting for subsequent changes in fair value depends on whether or not

the derivative is designated for hedge accounting.

Hedge accounting

The Company designates certain derivatives as hedging instruments as either:

• hedges of a particular risk associated with the cash flows of recognised assets and liabilities and highly probable forecast transactions

(cash flow hedges); or

• hedges of the fair value of recognised assets or liabilities or a firm commitment (fair value hedges).

At the inception of the hedge relationship, the Company documents the relationship between the hedging instrument and the

hedged item along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at

the inception of the hedge, and on an ongoing basis, the Company documents whether a hedging relationship meets the hedge

effectiveness requirements under IFRS 9 and whether there continues to be an economic relationship between the hedged item and the

hedging instrument.

Cash flow hedges

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other

comprehensive income and accumulated under the heading of cash flow hedge reserve. The gain or loss relating to the ineffective

portion is recognised immediately within profit and loss.

Amounts previously recognised in other comprehensive income are reclassified to earnings in the periods when the hedged item is

recognised in profit and loss. These earnings are included within the same line of the Consolidated Income Statement as the recognised

hedged item. However, when the hedged forecast transaction results in the recognition of a non-financial asset or a non-financial liability,

the gains and losses previously recognised in other comprehensive income and accumulated in equity are transferred from equity and

included in the initial measurement of the cost of the non-financial asset or non-financial liability.

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or when it no longer meets

the criteria for hedge accounting. Any gain or loss recognised in the cash flow hedge reserve remains in equity and is recognised in profit

or loss when the forecast transaction is ultimately recognised in profit or loss. When a forecast transaction is no longer expected to occur,

the gain or loss accumulated in equity is recognised immediately in profit or loss.

Derivatives that do not qualify for hedge accounting

Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does not

qualify for hedge accounting are recognised immediately in profit or loss and are included in finance income/expense.

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Overview

Supplementary Information

Financial Statements

Governance

Strategic Report

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

1. Accounting policies continued

Leasing

At inception of a contract, the Group considers whether the contract is, or contains, a lease. A contract is, or contains, a lease if the

contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The lease liability is initially measured

at the present value of the lease payments that have not been paid at the commencement date, discounted using an appropriate

discount rate. The discount rate used to calculate the lease liability is the rate implicit in the lease, if it can be readily determined, or the

lessee’s incremental borrowing rate if not. The Group uses an incremental borrowing rate for its leases, which is determined based on

the margin requirements of the Group’s Revolving Credit Facilities as well as country specific adjustments. The interest expense on these

leases is included in finance costs. Within the Statement of Cash Flows, the principal element of the payment is included within payment

of lease liabilities, and the interest element included within interest paid.

A right-of-use asset is also recognised equal to the lease liability and depreciated over the period from the commencement date to the

earlier of the end of the useful life of the right-of-use asset or the lease term. The Group has assessed the lease term of properties within

its retail estate to be up to the first available contractual break within the lease. The Group has deemed that it cannot be reasonably

certain that it will continue beyond this time given the continued uncertainty surrounding the Group’s retail business.

The Group has also applied the below practical expedients:

• exclude leases from measurement and recognition where the lease term ends within 12 months from the date of initial application and

account for those leases as short-term leases;

• exclude low value leases for lease values less than £5,000 per annum;

• apply a single discount rate to a portfolio of leases with similar characteristics;

• use hindsight to determine the lease term if the contract contains options to extend or terminate; and

• exclude initial direct lease costs in the measurement of the right-of-use asset.

The Group has a small number of sublet properties. In these instances, leases are classified as finance leases whenever the terms of the

lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. Where

the Group is an intermediate lessor, the sublease classification is assessed with reference to the head lease right-of-use asset. Amounts

due from lessees under finance leases are recorded as receivables at the amount of the Group’s net investment in the lease. Finance

lease income is allocated to accounting periods to reflect a constant periodic rate of return on the Group’s net investment in the lease.

Rental income from operating leases is recognised on a straight-line basis over the term of the lease. IFRS 16 requires lessees to recognise

right-of-use assets and lease liabilities for most leases.

Trade and other payables

Trade and other payables are initially recognised at fair value and subsequently measured at amortised cost.

Provisions

Provisions are recognised when the Group has a present or constructive obligation as a result of a past event from which it is probable

that it will result in an outflow of economic benefits that can be reasonably estimated.

Customer deposits

Customer deposits comprise the amounts that are credited to customers’ bankroll (the Group’s electronic ‘wallet’), including provision for

bonuses granted by the Group, less fees and charges applied to customer accounts, along with full progressive provision

for jackpots. These amounts are repayable in accordance with the applicable terms and conditions.

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2. Segment information

The Board has reviewed and confirmed the Group’s reportable segments in accordance with the requirements of IFRS 8 ‘Operating

Segments’. The segments disclosed below are aligned with the reports that the Group’s Chief Executive Officer and Chief Financial

Officer as Chief Operating Decision Makers review to make strategic decisions.

The Retail segment comprises all activity undertaken in LBOs including gaming machines. The UK&I Online segment comprises all online

activity, including sports betting, casino, poker and other gaming products along with telephone betting services that are incurred within

the UK and Ireland. The International segment comprises all online activity, including sports betting, casino, poker and other gaming

products along with telephone betting services that are incurred within all territories excluding the UK and Ireland. Corporate relates to

corporate costs, assets and liabilities that cannot reasonably be allocated to an operating segment. There are no inter-segmental sales

within the Group.

Segment performance is shown on an adjusted EBITDA basis, with a reconciliation from adjusted EBITDA to statutory results for clarity.

Information for the year ended 31 December 2024 is as follows:

	Retail	UK&I Online	International	Corporate	Total
2024	£m	£m	£m	£m	£m
Revenue 1	506.1	693.2	555.2	–	1,754.5
Gaming duties	(98.6)	(156.7)	(131.1)	–	(386.4)
Other cost of sales	(13.4)	(105.7)	(90.1)	–	(209.2)
Segmental gross profit	394.1	430.8	334.0	–	1,158.9
Marketing expenses	( 7.8 )	(167. 0)	(93.1)	–	(267.9)
Operating expenses	(319.9)	(121.1)	(110 . 9)	(25.6)	(57 7. 5)
Share of post-tax loss of equity accounted associate	–	–	–	(1.0)	(1.0)
Adjusted EBITDA	66.4	142.7	130.0	(26.6)	312.5
Depreciation					(44.5)
Amortisation (excluding acquired intangibles)					(7 7.7)
Amortisation of acquired intangibles					(108.6)
Exceptional items					(79.3)
Share benefit charge					(2.7)
Foreign exchange					0.1
Finance expenses					(202.7)
Finance income					34.1
Loss before tax					(168.8)

1. Revenue recognised under IFRS 9 is £506.1m in Retail, £693.2m in UK&I Online and £527.1m in International. Revenue recognised under IFRS 15 is £nil

in Retail, £nil in UK&I Online and £28.1m in International.

	Retail	UK&I Online	International	Corporate	Total
	£m	£m	£m	£m	£m
Total segment assets	488.3	1,231.7	726.4	154.2	2,600.6
Total segment liabilities	148.0	192.5	284.9	1,965.7	2,591.1
Included within total segment assets:
Goodwill	99. 4	3 5 7. 9	306.0	–	763.3
Interests in associates	–	–	–	32.4	32.4
Capital additions	7. 5	53.1	2 7.1	3.8	91.5

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Overview

Supplementary Information

Financial Statements

Governance

Strategic Report

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

2. Segment information continued

		UK&I
	Retail	Online	International	Corporate	Total
2023	£m	£m	£m	£m	£m
Revenue 1	535.0	658.5	517.4	–	1,710.9
Gaming duties 2	(94.0)	(151.0)	(114 . 4)	–	(359.4)
Other cost of sales 2	(21.4)	(104.4)	(92.8)	–	(218.6)
Segmental gross profit	419.6	403.1	310.2	–	1,132.9
Marketing expenses	(6.5)	(134.5)	(96.8)	–	(2 37. 8)
Operating expenses	(314.2)	(125.1)	(114. 0)	(43.7)	(597. 0)
Associate income	–	–	–	1.4	1.4
Adjusted EBITDA	98.9	143.5	99.4	(42.3)	299.5
Depreciation					(46.3)
Amortisation (excluding acquired intangibles)					(67.7 )
Amortisation of acquired intangibles					(114.3)
Exceptional items					(52.6)
Fair value gain on financial assets					4.1
Share benefit credit					0.5
Foreign exchange					1.0
Finance expenses					(195.3)
Finance income					41.0
Loss before tax					(130.1)

The 2023 comparative totals have been restated to reflect the Remote Gaming Duty prior period adjustment (see note 1).

1. Revenue recognised under IFRS 9 is £535.0m in Retail, £658.5m in UK&I Online and £486.9m in International.

Revenue recognised under IFRS 15 is £nil in Retail, £nil in UK&I Online and £30.5m in International.

2. In the prior year, both gaming duties and other cost of sales were shown as a single line item within this note. However, to comply with June 2024 IFRIC

update relating to IFRS 8: Operating Segments we have split them into the two categories to match the line items in the Consolidated Income Statement.

		UK&I
	Retail	Online	International	Corporate	Total
	£m	£m	£m	£m	£m
Total segment assets	516.2	1,292.4	759. 3	8 9. 4	2,657. 3
Total segment liabilities	173.3	278.5	219. 6	1, 829.9	2,501.3
Included within total segment assets:
Goodwill	99. 4	3 5 7. 9	306.0	–	763.3
Interests in associates	–	–	–	33.9	33.9
Capital additions	4.6	11. 2	66.3	2.2	84.3

The 2023 comparative totals have been restated to reflect the Remote Gaming Duty prior period adjustment (see note 1)

Geographical information

The Group’s performance can also be reviewed by considering the geographical markets and geographical locations within which the

Group operates. This information is outlined below:

Revenue by geographical market (based on location of customer)

	2024	2023
	£m	£m
United Kingdom	1,172.5	1,165.8
Italy	178.3	149.9
Spain	100.1	92.9
Romania	51.4	28.4
Denmark	48.3	40.0
Rest of World	203.9	233.9
	1,754.5	1,710.9

Non-current assets by geographical location

	2024		2023
	£m		£m
United Kingdom & Ireland	519.4		495.8
Gibraltar	1,054.8	1,13	0.5
Rest of World	627. 5		635.2
	2,201.7		2,261.5

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126

3. Exceptional items and adjustments

In determining the classification and presentation of exceptional items we have applied consistently the guidelines issued by the

Financial Reporting Council (“FRC”) that primarily addressed the following:

• Consistency and even-handedness in classification and presentation;

• Guidance on whether and when recurring items should be considered as part of underlying results; and

• Clarity in presentation, explanation and disclosure of exceptional items and their relevance.

In preparing the Annual Report & Accounts, we also note the European Securities and Markets Authority (ESMA) guidance on Alternative

Performance Measures (“APM”), including:

• Clarity of presentation and explanation of the APM;

• Reconciliation of each APM to the most directly reconcilable financial statement caption;

• APMs should not be displayed with more prominence than statutory financials;

• APMs should be accompanied by comparatives; and

• The definition and calculation of APMs should be consistent over time.

We are satisfied that our policies and practice conform to the above guidelines.

The Group has restated net debt for the prior year following a change in definition to include the fair value of the derivative swaps held

against the debt. Including the derivative balance more accurately reflects the fair value of the total amount repayable related to the

borrowings. This is a change over time of the definition of the APM, however gives a better understanding of the true net debt position of

the Group, and will kept consistent going forward.

Adjusted results

The Group reports adjusted results, both internally and externally, that differ from statutory results prepared in accordance with IFRS.

These adjusted results, which include our key metrics of adjusted EBITDA and adjusted EPS, are considered to be a useful reflection of the

underlying performance of the Group and its businesses, since they exclude items which impair visibility of the underlying activity in each

segment. More specifically, visibility can be impaired in one or both of the following instances:

• a transaction is of such a material or infrequent nature that it would obscure an understanding of underlying outcomes and trends

in revenues, costs or other components of performance (for example, a significant impairment charge); or

• a transaction that results from a corporate activity that has neither a close relationship to the Group’s underlying operations nor any

associated operational cash flows (for example, the amortisation of intangibles recognised on acquisitions).

Adjusted results are used as the primary measures of business performance within the Group and align with the results shown in

management accounts, with the key uses being:

• management and Board reviews of performance against expectations and over time, including assessments of segmental

performance (see note 2 and the Strategic Report);

• in support of business decisions by the Board and by management, encompassing both strategic and operational levels of

decision-making.

The Group’s policies on adjusted measures are consistently applied over time, but they are not defined by IFRS and, therefore, may differ

from adjusted measures as used by other companies.

The Consolidated Income Statement presents adjusted results alongside statutory measures, with the reconciling items being itemised in

the statement and described below. We allocate these between exceptional items and adjusted items.

1. The Group has restated net debt for the prior year following a change in definition to include the fair value of the derivative swaps held against the debt.

Including the derivative balance more accurately reflects the fair value of the total amount repayable related to the borrowings. This is a change over time

of the definition of the APM, however gives a better understanding of the true net debt position of the Group, and will be kept consistent going forward.

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127

Overview

Supplementary Information

Financial Statements

Governance

Strategic Report

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

3. Exceptional items and adjustments continued

Exceptional items

Exceptional items are those items the Directors consider to be one-off or material in nature that should be brought to the reader’s

attention in understanding the Group’s financial performance.

Exceptional items are as follows:

	2024	2023
	£m	£m
Operating expenses
Corporate transaction related costs/(income)	32.1	(0.1)
Integration and transformation costs	47. 2	49. 3
Regulatory provisions and other associated costs	–	3.4
Exceptional items – operating expenses	79.3	52.6
Finance expenses
Interest expense on US exit provision	0.5	–
Exceptional items – finance expenses	0.5	–
Total exceptional items before tax	79.8	52.6
Tax credit on exceptional items	(9.8)	(9. 0)
Total exceptional items after tax	70.0	43.6

Total exceptional items in the year were £70.0m in 2024 compared to £43.6m in 2023.

Exceptional items are defined as those items which are considered to be one-off or material in nature that should be brought to attention

of the user to better understand the Group’s financial performance. Comparatives are included even when not individually material to

aid comparability. Refer to Appendix 1 to the financial statements for further detail.

Corporate transaction related costs

The Group has incurred £32.1m of corporate transaction costs in 2024.

The Group decided to conclude its partnership with Authentic Brands Group and has incurred £43.1m of fees in relation to the closure

of the US B2C business in the year. These costs include £38.1m of termination fees, £4.6m of employment costs, £1.6m of costs for onerous

contracts, £2.2m write off a capitalised licence fee and £1.3m of other M&A fees including legal and professional costs. These costs have

been offset by the profit earned on the sale of player databases of £4.7m.

As a part of the Romania acquisition, the Group recognised a gain on bargain purchase of £13.4m (see note 15). This is offset by

exceptional costs relating to the acquisition of £1.0m.

The remaining £1.4m relates to various smaller M&A projects.

Integration and transformation costs

The Group has incurred a total of £47.2m of costs relating to the integration programme, including £17.6m of platform integration costs

(2023: £23.3m), £2.4m of legal and professional costs (2023: £2.4m), £15.7m of redundancy costs (2023: £7.6m), £5.3m of relocation and

HR related expenses (2023: £5.3m), £4.0m of employee incentives as part of the integration of William Hill and 888 (2023: £7.9m), £1.0m

for corporate rebranding costs (2023: nil) and £1.2m of technology integration costs (2023: £2.8m). For more information on platform

migration refer to the business and financial review in the Chief Financial Officer’s Report.

Regulatory provisions and other associated costs

The Group paid £2.9m during the prior period related to a regulatory settlement with the Gibraltar regulator in relation to the previously

disclosed failings that we identified in our Middle East business. Further to this there was £0.5m of legal and professional fees incurred

relating to this settlement. This has been presented as an exceptional item given it is one-off in nature.

Interest expense on US exit provision

£0.5m has been recognised in finance expenses in relation to the unwinding of the discount on the US exit provision which is due for

settlement across the period from 2027 to 2029. The US exit provision has been captured in corporate transaction related costs.

Adjusted items

Adjusted items are recurring items that are excluded from internal measures of underlying performance and which are not considered

by the Directors to be exceptional. This relates to the amortisation of specific intangible assets recognised in acquisitions, amortisation of

finance fees, fair value gain of financial assets, foreign exchange and share benefit charges. These items are defined as adjusted items

as it is believed it would impair the visibility of the underlying activities across each segment as it is not closely related to the businesses’

or any associated operational cash flows. Each of these items are recurring and occur in each reporting period and will be consistently

adjusted in future periods. Adjusted items are all shown on the face of the Consolidated Income Statement in the reconciliations of

adjusted EBITDA and note 10 in the reconciliation of adjusted profit after tax.

4. Share of results of associates

	2024	2023
	£m	£m
Share of post-tax (loss)/profit of equity accounted associate	(1.0)	1.4

The above represents the Group’s share of the results of Sports Information Services (Holdings) Limited (see note 14).

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128

5. Operating profit

			2023
		2024	£m
	Note	£m	(restated)
Operating profit is stated after charging/(crediting):
Gaming duties		400.5	380.8
Other cost of sales		203.4	198.0
Marketing expenses		268.1	237.6
Staff costs (including Executive Directors)	6	350.2	342.3
Exceptional items – operating expenses	3	79.3	52.6
Foreign exchange losses/(gains)		(0.1)	(1.0)
Share benefit charge/(credit)		2.7	(0.5)
Depreciation (within operating expenses)	13	44.5	46.3
Amortisation (within operating expenses)	12	186.3	182.0

The 2023 comparative totals have been restated to reflect the Remote Gaming Duty prior period adjustment (see note 1) .

Auditor remuneration

	2024	2023
	£m	£m
Audit of Company	1.1	1.1
Audit of Group	2.0	1.8
Total fees for audit services	3.1	2.9
Audit-related assurance services – half year review	0.1	0.1
Other assurance services	0.3	0.1
Total assurance services	0.4	0.2
Other non-audit services	–	–
Total fees for non-audit services	0.4	0.2
Total fees	3.5	3.1

6. Staff costs

Staff costs, including Executive Directors’ remuneration, comprise the following elements:

	2024	2023
	£m	£m
Wages and salaries	293.4	2 87. 6
Social security	24.8	26.3
Employee benefits and severance pay scheme costs	32.0	28.4
	350.2	342.3

In the Consolidated Income Statement, total staff costs, including share benefit charge of £2.7m (2023: credit of £0.5m), are included

within operating expenses.

The average number of employees during the year was 10,6 1 7 (2023: 1 1 ,634).

Severance pay scheme – Israel

The Group has a defined contribution plan pursuant to section 14 of the Severance Pay Law under which the Group pays fixed

contributions and will have no legal or constructive obligation to pay further contributions if the fund does not hold sufficient amounts to

pay all employee benefits relating to employee service at the date of their departure. The Group recognised an expense in respect of

contribution to the defined contribution plan during the year of £0.9m (2023: £1.3m).

The Group’s employees in Israel, who are not subject to section 14 of the Severance Pay Law, are eligible to receive certain benefits from

the Group in specific circumstances on leaving the Group. As such the Group operates a defined benefit severance pay plan which

requires contributions to be made to separately administered funds. The funds are held by an independent third-party company.

The current service cost and the present value of the defined benefit obligation are measured using the projected unit credit method.

Under this schedule, the Company contributes on a monthly basis at the rate of 9.0% of the aggregate of members’ salaries.

The disclosures set out below are based on calculations carried out as at 31 December 2024 by a qualified independent actuary.

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129

Overview

Supplementary Information

Financial Statements

Governance

Strategic Report

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

6. Staff costs continued

Severance pay scheme – Israel continued

The following table summarises the employee benefits figures as included in the consolidated financial statements:

	2024	2023
	£m	£m
Included in the Statement of Financial Position:
Severance pay liability	0.4	0.6
Included in the Income Statement:
Current service costs (within operating expenses)	0.9	1.3
Included in the Statement of Comprehensive Income:
Gain/(loss) on remeasurement of severance pay scheme liability	0.2	0.2

Movement in severance pay scheme assets and liabilities:

	2024	2023
Severance pay scheme assets	£m	£m
At beginning of year	12.5	16.2
Interest income	0.7	0.7
Contributions by the Group	1.1	1.6
Benefits paid	(2.4)	(4.9)
Return on assets less interest income already recorded	0.6	(0.1)
Exchange differences	–	(1.0)
At end of year	12.5	12.5

	2024	2023
Severance pay scheme liabilities	£m	£m
At beginning of year	13.1	17. 4
Interest expense	0.7	0.8
Current service costs	0.9	1.2
Benefits paid	(2.6)	(5.2)
Actuarial loss/(gain) on past experience	0.8	0.3
Actuarial gain on changes in financial assumptions	–	(0.1)
Exchange differences	–	(1.3)
At end of year	12.9	13.1

As at 31 December 2024, the net accounting deficit of the defined benefit severance pay plan was £0.4m (2023: £0.6m). The scheme is

backed by financial assets amounting to £12.5m at 31 December 2024 (2023: £12.5m).

The impact of the severance deficit on the level of distributable reserves is monitored on an ongoing basis. Monitoring enables planning

for any potential adverse volatility and helps the Group to assess the likely impact on distributable reserves.

Employees can determine individually into which type of investment their share of the plan assets are invested, therefore the Group is

unable to accurately disclose the proportions of the plan assets invested in each class of asset.

The expected contribution for 2025 is £1.1m.

The main actuarial assumptions used in determining the fair value of the Group’s severance pay plan are shown below:

	2024	2023
	%	%
Discount rate (nominal)	5.8	5.9
Voluntary termination rate (range)	0 –17	0 –17
Inflation rates based on Israeli bonds	2.5	2.6

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7. Finance income

	2024	2023
	£m	£m
Interest income	7.1	4.6
Foreign exchange on financing activities	27.0	36.4
Total finance income	34.1	41.0

Foreign exchange on financing activities of £27.0m (2023: £36.4m) relates to the foreign exchange movement on the unhedged element

of the Group’s debt.

8. Finance expenses

		2024	2023
	Note	£m	£m
Interest expenses related to lease liabilities	18	6.4	6.9
Bank loans and bonds		166.0	158.6
Amortisation of finance fees	10	16.5	17. 2
Hedging activities		10.8	12.1
Other finance charges and fees		2.5	0.5
Finance expenses – underlying		202.2	195.3
Interest expense on US exit provision	3	0.5	–
Finance expenses – exceptional		0.5	–
Total finance expenses		202.7	195.3

9. Taxation

Corporate taxes

	2024	2023
	£m	£m
Current taxation
UK corporation tax charge at 25% (2023: 23.5%)	3.8	0.7
Adjustments in respect of prior years	1.2	22.0
Other jurisdictions taxation	32.2	(21.0)
	37. 2	1.7
Deferred taxation
Origination and reversal of temporary differences	(28.8)	(37. 7)
Effect of tax rate change on opening balance	14.3	–
Recognition of previously unrecognised deductible temporary differences	–	(30.2)
Adjustments in respect of prior years	(0.1)	1.3
	(14.6)	(66.6)
Taxation expense/ (credit)	22.6	(64.9)

The UK tax rate increased from 19% to 25% on 1 April 2023. The tax rate for 2024 is 25%. An average rate for 2023 was used of 23.5%.

The effective tax rate in respect of ordinary activities before exceptional items for the year ended 31 December 2024 is 282.2% (2023:

81.4%). The effective tax rate in respect of ordinary activities after exceptional items is −13.4% (2023: 53.5%).

The Group is subject to the OECD’s Pillar Two model rules, which introduce a global minimum effective tax rate of 15% per jurisdiction

starting with the year ended 31 December 2024. For this year, the Group has recognised Pillar Two top-up tax of £5.0m as a current year

expense in respect of subsidiary jurisdictions whose tax rate falls below the 15% minimum.

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Overview

Supplementary Information

Financial Statements

Governance

Strategic Report

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

9. Taxation continued

Corporate taxes continued

The difference between the total tax charge shown above and the amount calculated by applying the standard rate of UK corporation

tax to the (loss)/profit before tax is as follows:

	2024	2023
	£m	£m
Loss before taxation	(168.8)	(121.3)
Standard tax rate in UK 25% (2023: 23.5%)	(42.2)	(28.5)
Difference in effective tax rate in other jurisdictions	(12.1)	(15.4)
Effect of tax rate change on opening balance	14.3	–
Difference in current and deferred tax rate	(0.1)	0.2
Expenses not allowed for taxation	7.0	13.6
Non-deductible interest expenses	1.4	–
Non-deductible expenses on transactional items	8.8	–
Deferred tax not recognised	39.8	26.5
Recognition of previously unrecognised deductible temporary differences	–	(30.3)
Adjustments to prior years’ tax charges	1.1	(19. 7)
Accrual of liabilities for uncertain tax positions	1.4	(1.8)
Tax on share of result of associate	0.3	(0.3)
Pillar 2 tax	5.0	–
Non-taxable income	(2.1)	(8.8)
Losses utilised previously not recognised for deferred tax	–	(0.4)
Total tax expense/(credit) for the year	22.6	(64.9)

The difference in effective tax rates in other jurisdictions primarily reflects the lower effective tax rate in Gibraltar, Spain and Malta. The

corporation tax rate in Gibraltar has increased to 15%, with effect from 1 July 2024. This results in a difference in current (13.75%) and

deferred tax rate (15%); and also the opening balances of the deferred tax positions in Gibraltar have been re-calculated at the new rate.

Expenses not allowed for tax purposes mainly relate to reduced availability of tax relief arising on costs incurred in the period.

Tax differences on transactional items include the costs not deductible in relation to the sale of the US B2B business and business closure

costs in Bulgaria and Israel.

Deferred tax not recognised mainly relates to restricted interest in the UK in respect of which no deferred tax asset can be recognised.

The accrual of liabilities for uncertain tax positions relates predominantly to provisions in respect of transfer pricing matters.

Non-taxable income relates to the accounting gain arising from the acquisition of a business in Romania.

Uncertain tax matters

The Group operates across multiple tax jurisdictions. We evaluate the tax treatment of our transactions in those jurisdictions in

accordance with applicable tax laws and regulations, identify risks and uncertainties, and, where applicable, estimate outcomes.

Given the complexity of tax law, uncertainties may arise in a number of circumstances, for example due to uncertainty of interpretation,

changes in tax law, case law developments, and evolving areas of challenge by tax authorities. Where there is uncertainty regarding

the tax treatment of certain items, we are required under IFRIC 23 to determine whether it is probable that future economic outflows will

occur, and make provision for potential future liabilities accordingly. Given the group’s profile, the majority of our risks and uncertainties

relate to transfer pricing and interpretation of tax authorities in relation to tax laws, including gaming taxes.

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10. Earnings per share

Basic earnings per share

Basic earnings per share (“EPS”) has been calculated by dividing the profit attributable to ordinary shareholders by the weighted

average number of shares in issue and outstanding during the year.

Diluted earnings per share

The weighted average number of shares for diluted earnings per share takes into account all potentially dilutive equity instruments

granted, which are not included in the number of shares for basic earnings per share. Potential ordinary shares are excluded from the

weighted average diluted number of shares when calculating IFRS diluted loss per share because they are anti-dilutive. The number

of equity instruments included in the diluted EPS calculation consist of 8,049,597 Ordinary Shares (2023: 2,789,783) and nil market-value

options (2023: nil).

The number of equity instruments excluded from the diluted EPS calculation is 4,575,605 (2023: 2,294,080).

			2023
		2024	(restated)
Loss for the period attributable to equity holders of the parent (£m)		(192.0)	(65.2)
Weighted average number of Ordinary Shares in issue and outstanding		449,436,621	448,166,792
Effect of dilutive Ordinary Shares and share options	8,049,597		2,789,783
Weighted average number of dilutive Ordinary Shares	4 57,4	86, 218	450,956,575
Basic loss per share (pence)	(42.7)		(14.5)
Diluted loss per share (pence)	(42.7)		(14.5)

The 2023 comparative totals have been restated to reflect the Remote Gaming Duty prior period adjustment (see note 1).

The diluted loss per share in the current and prior year is the same as the basic loss per share as the potentially dilutive share options are

considered anti-dilutive as they would reduce the loss per share and therefore, they are disregarded in the calculation.

Adjusted earnings per share

The Directors believe that EPS excluding exceptional and adjusted items, tax on exceptional and adjusted items (“Adjusted EPS”) allows

for a further understanding of the underlying performance of the business and assists in providing a clearer view of the performance of

the Group.

			2023
		2024	(restated)
Adjusted profit after tax (£m)		(28.8)	39. 3
Weighted average number of Ordinary Shares in issue	449,436,621		448,166,792
Weighted average number of dilutive Ordinary Shares	4 57,4	86, 218	450,956,575
Adjusted basic earnings per share (pence)		(6.4)	8.8
Adjusted diluted earnings per share (pence)		(6.4)	8.7

The 2023 comparative totals have been restated to reflect the Remote Gaming Duty prior period adjustment (see note 1)

An explanation of adjusted profit after tax is provided in Appendix 1.

The table below highlights the measures used to achieve adjusted profit after tax:

			2023
		2024	£m
	Note	£m	(restated)
Adjusted profit after tax		(28.8)	39. 3
Exceptional items – operating expenses	3	(79.3)	(52.6)
Exceptional items – finance expenses	3,8	(0.5)	–
Fair value gain on financial assets	25	–	4.1
Amortisation of finance fees	8	(16.5)	(17. 2)
Amortisation of acquired intangibles		(108.6)	(114 .3)
Tax on exceptional and adjusted items		18.0	3 7. 4
Foreign exchange gains	7	27.0	37. 6
Share benefit (charge)/credit	28	(2.7)	0.5
Profit attributable to non-controlling interests		(0.6)	–
Loss after tax		(192.0)	(65.2)

The 2023 comparative totals have been restated to reflect the Remote Gaming Duty prior period adjustment (see note 1)

11. Dividends

The Board of Directors does not recommend a final dividend to be paid in respect of the year ended 31 December 2024. No final

dividend was recommended as at 31 December 2023.

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Overview

Supplementary Information

Financial Statements

Governance

Strategic Report

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

12. Goodwill and other intangibles

		Brands,
		customer
		relationships
	Goodwill	and licences	Software	Total
	£m	£m	£m	£m
Cost or valuation
At 31 December 2023	789.0	1,219.1	451.8	2, 4 59.9
Additions via business combinations	–	52.2	–	52.2
Additions	–	4.1	86.0	90.1
Impairment	–	–	(1.8)	(1.8)
Disposals	–	–	(8.2)	(8.2)
Effect of foreign exchange rates	–	0.8	1.5	2.3
At 31 December 2024	789.0	1,276.2	529.3	2,594.5
Amortisation and impairments:
At 31 December 2023	25.7	161.4	234.5	421.6
Amortisation charge for the year	–	87. 0	99. 3	186.3
Impairment charge for the year	–	–	(1.2)	(1.2)
Disposals	–	–	(2.4)	(2.4)
Effect of foreign exchange rates	–	0.5	0.4	0.9
At 31 December 2024	25.7	248.9	330.6	605.2
Carrying amounts
At 31 December 2024	763.3	1,027. 3	198.7	1,989.3
At 31 December 2023	763.3	1, 0 5 7.7	217. 3	2,038.3

Goodwill

Goodwill of £763.3m is allocated across Retail (£99.4m), UK&I Online (£357.9m), and International (£306.0m). This represents the lowest level

at which goodwill is monitored for internal management purposes.

Brands, customer relationships and licences

These assets are being amortised over 20–30 years for brands (£519.7m), 7–13 years for customer relationships (£442.8m) and the lifetime

of the licence for licences (£14.4m). Additions via business combinations relate to assets acquired as part of the acquisition of winner.ro

during the year, these include a year end net book value of £28.5m in respect of customer relationships, £21.4m in respect of brands, and

£0.5m in respect of licences.

Software

This category relates to the cost of both acquired software, through purchase or acquisition, as well as the capitalisation of internally

developed software where the recognition criteria are met. Capitalised costs on projects that are works in progress amount to £60.0m at

year end (2023: £44.8m). These assets are being amortised over 3–5 years.

Impairment reviews

The Group performs an annual impairment review for goodwill, by comparing the carrying amount of goodwill and other relevant assets

with their recoverable amount. This is an area where the Directors exercise judgement and estimation, as noted on pages 134 and 135.

For the purposes of impairment testing under IAS 36, CGUs are grouped in order to reflect the level at which goodwill is monitored by

management.

Testing is carried out by allocating the carrying value of the assets to CGUs or group of CGUs and determining the recoverable amount

of those CGUs through value in use calculations. Where the recoverable amount exceeds the carrying value of the assets, the assets

are considered as not impaired. Value in use calculations are based upon estimates of future cash flows derived from the Group’s profit

forecasts by segments. Profit forecasts are derived from the Group’s annual strategic planning or similarly scoped exercise.

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12. Goodwill and other intangibles continued

The principal assumptions underlying our cash flow forecasts are as follows:

• management assumes that the underlying business model will continue to operate on a comparable basis, as adjusted for known

regulatory or tax changes and planned business initiatives; this does not include any expansion related capex projects or the benefits

that arise from them in line with IAS 36;

• management’s forecasts anticipate the continuation of recent growth or decline trends in staking, gaming net revenues and

expenses, as adjusted for changes in our business model or expected changes in the wider industry or economy;

• management assumes that the Group will achieve its target sports betting gross win margins as set for each territory, which

management bases upon its experience of the outturn of sports results over the long term, given the tendency for sports results

to vary in the short term but revert to a norm over a longer term; and

• in management’s annual forecasting process, expenses incorporate a bottom-up estimation of the Group’s cost base. For employee

remuneration, this takes into account staffing numbers and models by segment, while other costs are assessed separately by category,

with principal assumptions including an extrapolation of recent cost inflation trends and the expectation that the Group will incur costs

in line with agreed contractual rates.

The Board approved the 2025 budget for each segment in November 2024, which included an indicative three-year plan, covering years

2025 to 2027. Cash flows beyond that three-year period were extrapolated using long-term growth rates as estimated for each group of

CGUs separately.

The other significant assumptions incorporated into the Group’s impairment reviews are those relating to discount rates and long-term

growth assumptions. Discount rates disclosed below are pre-tax discount rates. Discount rates and long-term growth assumptions for

each CGU or group of CGUs are as follows:

	2024	2024	2023	2023
	Discount	Long-term	Discount	Long-term
	rate	growth rate	rate	growth rate
Groups of CGUs	%	%	%	%
Retail	13.7	0.0	13.0	0.0
UK&I Online	13.7	2.5	13.0	2.5
International	14.1	5.0	14.7	5.0

Discount rates are applied to each CGU or group of CGUs’ cash flows that reflect both the time value of money and the risks that apply

to the cash flows of that CGU or group of CGUs. Discount rates are calculated using the weighted average cost of capital formula

based on the CGU’s or group of CGUs’ leveraged beta. The leveraged beta is determined by management as the mean unleveraged

beta of listed gaming and betting companies, with samples chosen where applicable from comparable markets or territories as the

CGU or group of CGUs, leveraged to the Group’s capital structure. Further risk premia and discounts are applied, if appropriate, to this

rate to reflect the risk profile of the specific CGU or the group of CGUs relative to the market in which it operates. Our discount rates are

calculated on a post-tax basis and converted to a pre-tax basis using the tax rate applicable to each CGU or group of CGUs. Discount

rates disclosed above are pre-tax discount rates.

Results of impairment reviews

The recoverable amount and headroom above carrying amount based on the impairment review performed at 31 December 2024 for

each CGU or group of CGUs are as follows:

	2024		2023
	Recoverable	2024	Recoverable	2023
	amount	Headroom	amount	Headroom
CGUs	£m	£m	£m	£m
Retail	513.6	47.3	5 59.4	71.1
UK&I Online	1, 497.7	413.1	1,551.8	419.6
International	1,824.8	1,233.0	1,119. 0	493.6

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Overview

Supplementary Information

Financial Statements

Governance

Strategic Report

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

12. Goodwill and other intangibles continued

Sensitivity of impairment reviews

For the Retail group of CGUs, the following reasonably possible changes in assumptions upon which the recoverable amount was

estimated would lead to the following changes in the recoverable amount of the CGU or group of CGUs:

				100bps increase in
		10% fall in cash flows		discount rate
	Reduction in		Reduction in
	recoverable		recoverable	Remaining
	amount	Impairment	amount	headroom
CGUs	£m	£m	£m	£m
Retail	(51.4)	(4.0)	(34.0)	13.3

Retail cash flows would have to fall by more than 9.2% before the value in use fell below the CGU carrying value. Noting the high fixed

cost base in Retail, this would correspond to a revenue drop of 1.6% prior to any cost mitigation. For the UK&I Online and International

groups of CGUs, no impairment would occur under any reasonable possible changes in assumptions upon which the recoverable

amount was estimated.

13. Property, plant and equipment

		Fixtures,
	Land and	fittings and	Right-of-use
	buildings	equipment	assets	Total
	£m	£m	£m	£m
Cost
At 31 December 2023	28.0	131.9	136.1	296.0
Additions	0.3	4.2	37. 6	42.1
Disposals	(0.1)	(2.5)	(1.5)	(4.1)
Transfer to assets held for sale	(0.9)	–	–	(0.9)
Effect of foreign exchange rates	–	0.4	0.5	0.9
At 31 December 2024	27.3	134.0	172.7	334.0
Accumulated depreciation
At 31 December 2023	11.9	56.3	58.1	126.3
Charge for the period	2.7	11.1	30.7	44.5
Impairment of freehold properties (note 17)	0.5	–	–	0.5
Disposals	(0.1)	(0.3)	(0.8)	(1.2)
Effect of foreign exchange rates	–	0.3	0.2	0.5
At 31 December 2024	15.0	67.4	88.2	170.6
Carrying amounts
At 31 December 2024	12.3	66.6	84.5	163.4
At 31 December 2023	16.1	75.6	78.0	169.7

At 31 December 2024, the Group held £0.9m of land and buildings as assets held for sale (see note 17).

The net book value of land and buildings comprises:

	2024	2023
	£m	£m
Freehold	0.1	1.5
Long leasehold improvements	4.2	4.8
Short leasehold improvements	8.0	9. 8
	12.3	16.1

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14. Interest in associate

The Group holds an associate interest in Sports Information Services (Holdings) Limited (“SIS”). The Group uses the equity method of

accounting for associates. The following table shows the aggregate movement in the Group’s interest in its associate:

	£m
At 31 December 2023	33.9
Share of results before interest and taxation	(0.9)
Share of taxation	(0.1)
Dividend received	(0.6)
At 31 December 2024	32.3

SIS

At the year end, William Hill Organization Limited, a subsidiary of the Group, held an investment of 19.5% of the ordinary share capital of

SIS, a company incorporated in Great Britain. The Group is able to exert significant influence over SIS by way of its 19.5% holding and its

seat on the Board of Directors.

The SIS group of companies provides real time, pre-event information and results, as well as live coverage of horseracing, greyhound

racing and other sporting activities and events via satellite. The statutory financial statements of SIS are prepared to the year ending

31 March. The results recognised are based on statutory accounts to March 2024 and management accounts thereafter.

The following financial information relates to SIS as at and for the year ended 31 December 2024:

	£m
Non-current assets	28.5
TotalCurrent assets	35.1
TotalNon-current liabilities	(1.3)
Current liabilities	(37. 9)
Total revenue	191.0
Total loss after tax	(5.4)

15. Acquisitions

On 11 October 2024, the Group entered into a transaction to acquire 51% of the share capital in both New Gambling Solutions SRL

(“NGS”), an entity incorporated in Romania, and Orion Sky Marketing Limited (“OSM”), an entity incorporated in Gibraltar, including the

Winner brand. The Group has contributed the trade of its 100% owned subsidiary, 888 Romania Limited including the 888 brand and

customer database as a part of the transaction. This has been consolidated with NGS to form an enlarged Romania business of which

the Group holds a 51% stake.

The transaction has been assessed as a single acquisition under IFRS 10: Consolidated Financial Statements, with the Group maintaining

control over the enlarged business. Accordingly, it is accounted for as a business combination under IFRS 3: Business Combinations.

Total consideration for the transaction was £7.4m, £4.4m of which was transferred to the sellers pre-year end and the remainder being

paid in January 2025. There is no further contingent or deferred consideration to be paid. The non-controlling interest (“NCI”) of 49% in

NGS and OSM has been measured based on the proportionate share of the acquiree’s identifiable net assets.

Although the contribution of the 888 Romania Limited to the new enlarged Romania business was included in the transaction for

commercial purposes, the transfer of the 888 brand and customer database has been excluded from the accounting for the business

combination under IFRS 3. These assets were transferred for the benefit of the combined business post-acquisition and are not considered

part of the acquisition consideration.

The transfer of the 888 Romania brand, the platform agreement between NGS and OSM, and the joint venture agreement between NGS

and OSM are treated as intercompany transactions and do not impact the acquisition accounting.

Identifiable assets acquired and liabilities acquired

	Preliminary
	fair value
Intangible assets	52.2
Cash and cash equivalents	0.3
Trade and other receivables	3.2
Trade and other payables	(6.0)
Deferred tax liabilities	(8.3)
Long-term debt	(0.6)
Total net identifiable assets	40.8
Gain on bargain purchase	(13.4)
Non-controlling interest	(20.0)
Consideration transferred	7.4

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Overview

Supplementary Information

Financial Statements

Governance

Strategic Report

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

15. Acquisitions continued

Intangible assets

Acquired identifiable intangible assets include £29.8m in respect of customer relationships, £21.8m in respect of brands, and £0.6m in

respect of licences. As noted above, given the 888 Romania assets are commercially included within the transaction but not included

within the consideration under IFRS 3: Business Combinations, this leads to a gain on bargain purchase of £13.4m that has been

recognised as an exceptional item in the Consolidated Income Statement.

The fair value of the brand assets was assessed by considering the benefit to the Group’s future revenue of the acquired Winner

brand and assessing the royalty costs that would be incurred in deriving the same benefit. The key assumptions in the assessments

are the forecast revenue growth and royalty cost applied. A royalty cost of 4% of revenue was applied. The fair value of the customer

relationships was assessed using the multi-period excess earnings methodology. The key assumption in the assessments is customer

retention rates. A 2% increase/(decrease) in estimated customer churn rates would increase/(decrease) the fair value of customer

relationships by £5m/(£4m) respectively. The fair value of the licences has been derived by calculating a replacement cost for each

individual licence.

16. Disposals

On 22 May 2023, the Group agreed to sell its Latvian business to Paf Consulting Abp. On 13 June 2023, the deal with Paf Consulting Abp

completed. The cash consideration for the Latvian business was £19.5m, of which £0.9m was a working capital adjustment. As a part

of the deal, the Group agreed an earn out with Paf Consulting Abp, under which the Group would receive further consideration of up

to €4.25m. The fair value of this further consideration is £nil (2023: £nil). The Group sold net assets totalling £20.2m, leading to a loss on

disposal of £0.7m in the prior year. These net assets were made up of goodwill and other intangible assets of £23.1m, other net assets

totalling £1.0m, non-controlling interests of £0.5m offset by deferred tax liabilities totalling £4.4m.

On 1 August 2023, the Group sold its 90% holding in its Colombian business Alfabet S.A.S. to Vivo Aladdin Online S.A.S. for £0.6m,

recognising a gain of £0.4m on disposal in the prior year.

17. Assets held for sale

At the balance sheet date, the Group held a number of freehold properties in Ireland that were reclassified as being held for sale, due to

the fact that they were in the process of being sold and it is expected that the sales will complete in 2025. The combined carrying value

of the properties before the reclassification was £1.4m. Upon classification as assets held for sale, the fair value of each property was

assessed against its carrying value, resulting in a £0.5m impairment of the combined properties’ carrying value. At the balance sheet

date, the fair value of the assets held was £0.9m.

18. Leases

A reconciliation of the movement in lease liabilities is as follows:

	£m
As at 31 December 2023	87. 6
Additions	37. 6
Interest expense	6.4
Payment of lease liabilities	(36.2)
Foreign exchange	(0.4)
As at 31 December 2024	95.0

A maturity analysis of the contractual undiscounted cash flows is as follows:

	2024	2023
	£m	£m
Due within one year	35.0	29.7
Due between one and two years	25.8	22.8
Due between two and three years	19.0	17. 3
Due between three and four years	12.8	11. 3
Due between four and five years	6.0	6.1
Due beyond five years	10.4	10.5

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19. Trade and other receivables

	2024	2023
	£m	£m
Trade receivables	54.3	64.0
Other receivables	32.9	13.0
Loans receivable	6.4	1.5
Prepayments	22.5	36.9
Restricted short-term deposits	16.5	22.6
Current trade and other receivables	132.6	138.0
Non-current prepayments	2.4	2.8
Total trade and other receivables	135.0	140.8

Other receivables relate to VAT, interest receivable, and other non-trade related receivables.

Restricted short-term deposits represent amounts held by banks primarily to support guarantees in respect of regulated markets’ licence requirements and

office leases.

The carrying value of trade receivables and other receivables are net of expected credit losses which approximates to their fair value;

due to the short-term nature of the receivables they are not subject to ongoing fluctuations in market rates. Trade receivables are net

of £0.7m (2023: £0.6m) of expected credit losses. Note 24 provides credit risk disclosures on trade and other receivables.

20. Cash and cash equivalents

	2024	2023
	£m	£m
Cash and cash equivalents	265.4	256.2
Less:
Customer deposits	118.3	12 7. 8
Cash (excluding customer balances)	147.1	128.4

Customer deposits represent bank deposits matched by liabilities to customers of an equal value (see note 21).

21. Trade and other payables and customer deposits

		2023
	2024	£m
	£m	(restated)
Trade payables	91.9	83.2
Accrued expenses	214.5	211. 2
Other payables	84.7	93.1
Total trade and other payables	391.1	3 87. 5

The 2023 comparative totals have been restated to reflect the Remote Gaming Duty prior period adjustment (see note 1).

The carrying value of trade and other payables approximates to their fair value given the short maturity date of these balances.

Customer deposits of £118.3m (2023: £127.8m) represents deposits received from customers, customer winnings and progressive prize

pools. This is offset by an equivalent or greater amount of cash held, which is included in cash and cash equivalents (see note 20). Due to

the material nature of this balance it is disclosed separate to trade and other payables in the Statement of Financial Position.

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Overview

Supplementary Information

Financial Statements

Governance

Strategic Report

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

22. Provisions

				Other
	Indirect tax	Legal and	Shop closure	restructuring
	provision	regulatory	provision	costs	Total
	£m	£m	£m	£m	£m
At 31 December 2023	62.8	116 . 4	3.6	0.5	183.3
Charged/(credited) to Income Statement
Additional provisions recognised	3.8	9. 3	0.6	19.3	33.0
Provisions released to Income Statement	(1.3)	(3.5)	(0.1)	(0.5)	(5.4)
Utilised during the year	–	(1.3)	(2.7)	(0.3)	(4.3)
Foreign exchange differences	(2.9)	(2.2)	–	–	(5.1)
At 31 December 2024	62.4	118 .7	1.4	19.0	201.5

Customer claims provisions of £112.9m (2023: £104.8m) within legal and regulatory, and £16.6m of US termination costs (31 December 2023:

£nil) within other restructuring costs are classified as non-current. The remaining provisions are all classified as current.

Indirect tax provision

The Group has accrued for gaming duty liabilities which it expects to pay as a result of enquiries by the Austrian tax authorities in respect

of amounts staked by Austrian players, generally with our Maltese companies, for periods between January 2019 and December 2022.

All amounts for periods up to and including the year ended 31 December 2018 have been assessed and settled.

Legal and regulatory provisions

The Group has recorded a provision in respect of legal and regulatory matters, including customer claims, and updated it to reflect

the Group’s revised assessment of these risks in light of developments arising during 2024 such that this represents management’s best

estimate of probable cash outflows related to these matters.

The industry in which the Group operates is subject to continuing scrutiny by regulators and other governmental authorities, which may,

in certain circumstances, lead to enforcement actions, sanctions, fines and penalties or the assertion of private litigations, claims

and damages.

In common with other businesses in the gambling sector, the Group receives claims from consumers relating to the provision of gambling

services. Claims have been received from consumers in a number of (principally European) jurisdictions and allege either failure to follow

responsible gambling procedures, breach of licence conditions or that underlying contracts in question are null and void given local

licencing regimes.

Consumers who have obtained judgment against the Group’s entities in the Austrian courts have sought to enforce those judgments

in Malta and Gibraltar. These are being defended on the basis of a public policy argument. The provisions held for the Group relating

to these claims is £84.5m (2023: £86.2m), which includes a provision of £77.6m (2023: £80.6m) relating to the William Hill and Mr Green

brands and £6.9m (2023: £5.6m) relating to 888.

The calculation of the customer claims liability includes provision for both legal fees and interest but does not include any gaming

taxes that have already been paid on these revenues. Management have assessed that it is probable as opposed to virtually certain

that the tax will be reclaimed and therefore a contingent asset of up to £27.3m (2023: £28.0m) has been disclosed but not recognised for

the tax reclaims.

The timing and amount of the outflows is ultimately determined by the settlement reached with the relevant authority.

Following receipt of updated advice, the development of case law in Germany indicates that the courts may apply a more customer-

friendly approach to the application of the three-year limitation period and link the commencement of the limitation period to the

player’s first positive knowledge of a claim to recover their gambling losses. The law permits a maximum limitation period of 10 years

in this scenario. As such, during 2023 and within the purchase price accounting measurement period, we re-assessed the value of the

provision for customer claims in Germany as at the acquisition date. This led to an increase in the provision of £15.7m to a total value

on acquisition of £23.4m. This was recognised through the opening balance sheet on acquisition, leading to an equivalent increase in

goodwill on acquisition.

During the year, the Group has utilised £1.3m (2023: £3.5m) of the overall provision as claims have been settled. In addition, a further

charge of £4.3m (2023: £6.2m) has been recognised to reflect the receipt of new claims.

Shop closure provisions

As at 31 December 2024, the Group holds provisions relating to the associated costs of closure of 20 shops which ceased trading in 2019,

and certain shops that ceased to trade as part of normal trading activities but where the properties were still leased by the Group. As

at 31 December 2023, the Group held provisions for the costs related to the closure of 713 shops which closed in 2019, 119 shops which

closed in 2020 and certain other shops that ceased trade as part of normal trading activities.

Other restructuring costs

The entirety of this provision relates to costs for the closure of the US B2C business. The majority of this balance relates to termination

payments due across the period from 2027 to 2029. Refer to Note 3 for more information on the US B2C business closure. During the year,

the Group released certain staff severance provisions to profit and loss resulting from restructuring initiatives announced in 2023 and 2022.

Additionally, the Group recognised and settled another staff severance provision in full during the current year.

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140

23. Borrowings

			2024	2023
	Interest rate %	Maturity	£m	£m
Borrowings at amortised cost
Bank facilities
€473.5m term loan facility	EURIBOR + 5.25	2028	–	385.6
$575.0m term loan facility	CME term SOFR + 5.35	2028	410.4	401.6
£150.0m Equivalent Multi-Currency RCF	SONIA + 3.75	2028	85.0	–
£50.0m Equivalent Multi-Currency RCF	SONIA + 3.75	2025	–	–
Loan Notes
€582.0m Senior Secured Fixed Rate Notes	7.56	2027	471.9	489.6
€450.0m Senior Secured Floating Rate Notes	EURIBOR + 5.5	2028	359.9	373.8
£400.0m Senior Secured Notes	10.75	2030	400.0	–
£350.0m Senior Unsecured Notes	4.75	2026	10.5	10.5
Total borrowings			1,737.7	1,661.1
Less: Borrowings as due for settlement in 12 months			4.6	3.9
Total borrowings as due for settlement after 12 months			1,733.1	1, 6 57. 2

Bank facilities

Senior Facilities Agreement

The Group has a Senior Facilities Agreement under which the following facilities are made available:

• a £150.0m Multi-currency Revolving Credit Facility;

• a £50.0m Multi-currency Revolving Credit Facility; and

• a $575.0m 6-year US Dollar-denominated term loan due July 2028.

In May 2024, the Group refinanced a euro denominated term loan of €473.5m (which had been provided under the Senior Facilities

Agreement) by issuing a 10.75% £400.0m sterling-denominated senior secured fixed rate note with maturity in May 2030.

Loan Notes

Senior Secured Notes

(i) €582.0m 7.558% Senior Secured Fixed Rate Notes due July 2027

The Group has issued €582.0m of guaranteed Senior Secured Fixed Rate Notes, which are guaranteed by certain members of the Group

and certain of the Group’s operating subsidiaries and mature in July 2027.

(ii) €450.0m Senior Secured Floating Rate Notes due July 2028

The Group has issued €450.0m of guaranteed Senior Secured Floating Rate Notes. The notes, which are guaranteed by certain members

of the Group and certain of the Group’s operating subsidiaries, mature in July 2028.

(iii) £400.0m 10.75% Senior Secured Fixed Rate Notes due May 2030

In May 2024, the Group issued £400.0m of guaranteed Senior Secured Fixed Rate Notes and used the net proceeds to fully repay a term

loan of €473.5m, of which €467.1m remained outstanding at that date. The notes, which are guaranteed by certain members of the

Group and certain of the Group’s operating subsidiaries, mature in May 2030.

Senior Unsecured Notes

(iv) £350.0m 4.75% Senior Unsecured Fixed Rate Notes due 2026

The legacy William Hill notes have £10.5m outstanding at 31 December 2024 (2023: £10.5m).

(v) £200.0m Equivalent Multi-Currency Revolving Credit Facilities

In July 2022, as part of the William Hill Group acquisition, the Group arranged a new five-and-a-half-year maturity £150.0m Multi-currency

Revolving Credit Facility (maturing in January 2028) to be included in its overall Senior Facilities Agreement. The drawn balance on this

facility at 31 December 2024 was £85.0m (2023: nil).

In May 2024, the Group added a further £50.0m one-and-a-half-year Multi-currency Revolving Credit Facility to the Senior Facilities

Agreement (maturing in December 2025).

Financial covenant

The Revolving Credit Facilities are subject to a Senior Facilities Agreement whereby any applicable revolving Incremental Senior Facilities

(together the ‘Financial Covenant Facilities’) are tested at every reporting period to ensure that they do not exceed a pre-agreed

threshold to be agreed with the Mandated Lead Arrangers prior to the entry into the Senior Facilities Agreement. There are no other

covenants on the Group debt, therefore the Directors are satisfied that, at the year-end, the net leverage ratio has not exceeded the

pre-agreed threshold and, as a consequence, the financial covenants have not been breached.

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141

Overview

Supplementary Information

Financial Statements

Governance

Strategic Report

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

23. Borrowings continued

Borrowings reconciliation

2024:

		Opening	Inflows	Repayments	Non-cash	FX	Total
Debt		£m	£m	£m	£m	£m	£m
2026	Senior Unsecured Notes	10.5	–	–	–	–	10.5
€473.5m term loan facility		385.7	–	(383.4)	0.6	(2.9)	–
$575.0m term loan facility		401.7	–	(5.3)	8.1	5.9	410.4
€450.0m Senior Secured Floating Rate Notes		374.0	–	–	3.1	(17. 2)	3 59.9
£400.0m Senior Secured Fixed Rate Notes		–	400.0	–	–	–	400.0
€582.0m Senior Secured Fixed Rate Notes		4 89. 2	–	–	3.7	(21.0)	471.9
£200.0m Revolving Credit Facility		–	85.0	–	–	–	85.0
		1,661.1	485.0	(388.7)	15.5	(35.2)	1,737.7

2023:

		Opening	Repayments	Non-cash	FX	Total
Debt		£m	£m	£m	£m	£ml
2026	Senior Unsecured Notes	10.5	–	–	–	10.5
€473.5m term loan facility		392.6	–	2.9	(9. 8)	385.7
$575.0m term loan facility		420.6	(4.0)	7. 4	(22.3)	401.7
€582.0m Senior Secured Fixed Rate Notes		498.7	–	2.9	(12.4)	489. 2
€450.0m Senior Secured Floating Rate Notes		379.9	–	3.6	(9. 5)	374. 0
		1,702.3	(4.0)	16.8	(54.0)	1,661.1

24. Financial risk management

The Group’s activities expose it to a variety of financial risks. Financial risk management is primarily carried out with reference to risk

management policies approved by the Board and supervised by the Chief Financial Officer. The Board approves written principles for

risk management. The principal financial risks faced by the Group comprise liquidity risk, credit risk, interest rate risk, currency risk and

pensions risk. These risks are managed as described below.

The main financial instruments used by the Group, on which financial risk arises, are as follows:

• Cash and cash equivalents;

• Trade and other receivables;

• Investment in associates;

• Trade and other payables;

• Customer deposits;

• Lease liabilities;

• Borrowings;

• Derivative financial instruments.

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142

24. Financial risk management continued

Detailed analysis of these financial instruments is as follows:

			2023
		2024	£m
		£m	(restated)
Assets at amortised cost
Cash and cash equivalents (note 20)		265.4	256.2
Trade and other receivables (note 19)		110.1	101.1
Derivative assets held at fair value through the Income Statement
888	Africa convertible loan (note 25)	11.9	11. 3
Designated cash flow hedging relationships
Derivative assets designated and effective as cash flow hedging instruments (note 25):
− Cross-currency swaps		1.2	6.1
Total financial assets		388.6	374.7
Non-financial assets		2,281.9	2,372.9
Total assets		2,670.5	2 ,74 7. 6
Liabilities held at fair value through the Income Statement
Ante post bets (note 25)		5.4	7. 0
Liabilities at amortised cost
Borrowings (note 23)		1,737.7	1,661.1
Trade and other payables (note 21)		176.6	176. 3
Customer deposits (note 21)		118.3	12 7. 8
Lease liabilities (note 18)		95.0	87. 6
Designated cash flow hedging relationships
Derivative assets designated and effective as cash flow hedging instruments (note 25):
− Cross-currency swaps		40.7	45.0
− Interest rate swaps		1.0	1.4
Total financial liabilities		2,174.7	2,106.2
Non-financial liabilities		591.6	574 . 3
Total liabilities		2,766.3	2,680.5
Net (liabilities)/assets		(95.8)	67.1

The 2023 comparative totals have been restated to reflect the Remote Gaming Duty prior period adjustment (see note 1).

Capital management and financing risk

The Group seeks to maintain an appropriate capital structure which enables it to continue as a going concern, supports its business

strategy and takes into account the wider economic environment. The Group’s capital comprises equity and debt finance, and these

elements are managed to balance the requirements of the Group and the interests of debt providers. The Group manages its capital

structure through cash flows from operations, the raising or repayment of debt and the raising of equity capital from investors.

Financing risk is the risk that the Group is unable to access sufficient finance to refinance its debt obligations as they fall due. The Group

manages this risk by maintaining a balance between different funding sources including equity and debt. It seeks to mitigate its debt

financing risk by diversifying its sources of debt capital. The Board also seeks to mitigate the Group’s refinancing risk by having an

appropriately balanced debt maturity profile.

Credit risk

The Group is exposed to credit risk from counterparties defaulting on their obligations, resulting in financial loss to the Group. It arises in

relation to transactions with commercial counterparties and financial institutions. It also arises from customers who have been granted

access to credit facilities.

The Group manages its counterparty risk by closely monitoring and, where appropriate, limiting the amount that can be deposited

or accumulated with any one counterparty. The Group will only deposit funds with pre-approved financial institutions with specified

minimum credit ratings or strong balance sheet. The Group’s policy is to mitigate its credit risk with respect to derivative transactions by

using a number of different counterparties for material transactions.

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143

Overview

Supplementary Information

Financial Statements

Governance

Strategic Report

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

24. Financial risk management continued

Trade receivables

The Group’s credit risk on trade receivables arises mainly from balances held with the Group’s payment service providers (“PSPs”). These

are third-party companies that facilitate deposits and withdrawals of funds to and from customers’ virtual wallets with the Group. These

are mainly intermediaries that transact on behalf of debit card companies.

The risk is that a PSP would fail to discharge its obligation with regard to the balance owed to the Group. The Group reduces this credit

risk by:

• Monitoring balances with PSPs on a regular basis;

• Arranging for the shortest possible cash settlement intervals;

• Replacing rolling reserve requirements, where they exist, with a Letter of Credit by a reputable financial institution;

• Ensuring a new PSP is only contracted following various due diligence and ‘Know Your Customer’ procedures; and

• Ensuring policies are in place to reduce dependency on any specific PSP and limit any concentration of risk.

The Group considers that based on the factors above and on extensive past experience, the PSP receivables are of good credit quality

and there is a low level of potential bad debt.

An additional credit risk the Group faces relates to customers disputing charges made to their payment cards (‘chargebacks’) or any

other funding method they have used in respect of the services provided by the Group. Customers may fail to fulfil their obligation to pay,

which will result in funds not being collected. These chargebacks and uncollected deposits, when occurring, will be deducted at source

by the PSPs from any amount due to the Group. As such the Group provides for these eventualities by way of an expected credit loss

provision based on analysis of past transactions. This provision is set off against trade receivables and at 31 December 2024 was £0.7m

(2023: £0.6m).

The Group’s in-house Fraud and Risk Management department carefully monitors deposits and withdrawals by following prevention and

verification procedures using internally-developed bespoke systems integrated with commercially-available third-party measures.

Cash and cash equivalents

Excess cash is centralised in accounts held by the Group’s treasury centres. Subsidiaries in its other main locations maintain minimal

cash balances as required for their operations. Cash settlement proceeds from PSPs, as described above, are paid into bank accounts

controlled by the Treasury function.

Customer deposits

Customer deposits are matched by a corresponding liability and progressive prize pools of an equal value.

Restricted short-term deposits

Restricted short-term deposits are short-term deposits held by banks primarily to support guarantees in respect of regulated markets

licence requirements and office leases.

The Group’s maximum exposure to credit risk is the amount of financial assets presented above, totalling £381.9m (2023: £374.7m).

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144

24. Financial risk management continued

Liquidity risk

Liquidity risk is the risk that the Group has insufficient funds available to settle its liabilities as they fall due. The Group generates strong

operating cash flows and aims to maintain sufficient cash balances to meet its anticipated working capital requirements based on

regularly updated cash flow forecasts. Liquidity requirements that cannot be met from operational cash flow or existing cash resources

would be satisfied by drawings under the Group’s Revolving Credit Facility and overdraft facility. The following table details the

contractual maturity analysis of the Group’s financial liabilities (undiscounted payments):

			2024
	On	Less than	1 to 5	More than
	demand	1 year	years	5 years	Total
	£m	£m	£m	£m	£m
Trade and other payables (note 21)	–	176.6	–	–	176.6
Customer deposits (note 20)	118.3	–	–	–	118.3
Borrowings	–	121.8	1,839.2	422.2	2,383.2
Derivatives and embedded derivatives (note 25)	5.4	42.3	10.0	–	57.7
Lease liabilities (note 18)	–	35.0	63.6	10.4	109.0
	123.7	375.7	1,912.8	432.6	2,844.8

			2023 (restated)
	On	Less than	1 to 5	More than
	demand	1 year	years	5 years	Total
	£m	£m	£m	£m	£m
Trade and other payables	–	176.3	–	–	176.3
Customer deposits	12 7. 8	–	–	–	127. 8
Borrowings	–	130.6	2,136.9	–	2 , 267. 5
Derivatives and embedded derivatives	7. 0	14.7	41.7	–	63.4
Lease liabilities	–	29.7	5 7. 5	10.5	97. 7
	134.8	351.3	2,236.1	10.5	2,732.7

The 2023 comparative totals have been restated to reflect the Remote Gaming Duty prior period adjustment (see note 1).

Market risk

Currency risk

A substantial part of the Group’s customer deposits and revenues are held and generated in Pounds Sterling (“GBP”) and Euro (”EUR”),

with a smaller portion denominated in other currencies. Operating expenses are largely incurred in local currencies, primarily GBP, EUR,

Israeli New Shekel (“ILS”), US Dollar (“USD”), Canadian Dollar (“CAD”), Romanian Leu (“RON”), Swedish Krona (“SEK”), Danish Krone

(“DKK”) and Polish Złoty (“PLN”).

The Group has USD and EUR debt servicing costs with a significant proportion swapped to GBP via cross currency interest rate swaps,

whereby approximately 25% of borrowings are effectively denominated in EUR, 74% denominated in GBP and 1% denominated in USD.

As a result of this, the Group is exposed to the impact of foreign currency fluctuations. The Group mitigates its exposure to the impact of

foreign exchange fluctuations on its cost base by adopting policies to hedge certain exposures. During 2024, the Group entered into

additional cross-currency swaps in order to hedge the remaining USD under the Senior Facilities Agreement. However, there can be no

assurance that such hedging will eliminate any potentially material adverse effect of such fluctuations.

The Group’s financial risk arising from exchange rate fluctuations is mainly attributed to:

• Translation of EUR and USD denominated borrowings in the Group’s balance sheet.

• Mismatches between customer deposits, which are predominantly denominated in GBP, and the net receipts from customers, which

are settled in the currency of the customer’s choice.

• Mismatches between reported revenue, which is mainly generated in GBP (the Group’s reporting currency and the functional

currency of the majority of its subsidiaries), and a significant portion of deposits settled in local currencies.

• Expenses that are denominated in a currency other than the functional currency of the relevant entity.

The Group continually monitors the foreign currency risk and takes steps, where practical, to ensure that the net exposure is kept to an

acceptable level. This includes the potential use of derivative financial instruments to manage the economic impact of known exposures

when considered appropriate.

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145

Overview

Supplementary Information

Financial Statements

Governance

Strategic Report

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

24. Financial risk management continued

Market risk continued

T he tables below detail the monetary assets and liabilities by currency:

		2024
	EUR	USD	Other	Total
	£m	£m	£m	£m
Cash and cash equivalents	101.6	37. 2	126.6	265.4
Trade and other receivables	53.8	29.8	26.5	110.1
Derivatives and embedded derivatives	0.0	13.1	0.0	13.1
Monetary assets	155.4	80.1	153.1	388.6
Trade and other payables	(43.0)	(2.7)	(130.9)	(176.6)
Customer deposits	(36.0)	(13.0)	(69.3)	(118. 3)
Borrowings	(831.8)	(410.4)	(495.5)	(1,737.7)
Derivatives and embedded derivatives	(18.8)	(22.9)	(5.4)	(47.1)
Lease liabilities – IFRS 16	(5.3)	(0.1)	(89.6)	(95.0)
Monetary liabilities	(934.9)	(449.1)	(790.7)	(2,174.7)
Net financial position	(779.5)	(369.0)	(6 37.6)	(1,786.1)

		2023 (restated)
	EUR	USD	Other	Total
	£m	£m	£m	£m
Cash and cash equivalents	84.2	29.1	142.9	256.2
Trade and other receivables	53.5	12.8	34.8	101.1
Derivatives and embedded derivatives	4.4	1.1	11. 9	17. 4
Monetary assets	142.1	43.0	189. 6	374 .7
Trade and other payables	(14.2)	(9. 0)	(153.1)	(176.3)
Customer deposits	(46.7)	(23.6)	(5 7.5)	(12 7. 8 )
Borrowings	(1, 247.9)	(4 02.1)	(11.1)	(1,661.1)
Derivatives and embedded derivatives	(10.0)	(36.7)	(6.7)	(53.4)
Lease liabilities – IFRS 16	(7. 5)	(0.3)	(79. 8)	( 87. 6)
Monetary liabilities	(1,326.3)	(471.7)	(308.2)	(2,106.2)
Net financial position	(1,184.2)	(428.7)	(118 .6)	(1,731.5)

The 2023 comparative totals have been restated to reflect the Remote Gaming Duty prior period adjustment (see note 1).

Sensitivity analysis

The table below details the effect on profit before tax of a 10% strengthening (and weakening) in the GBP exchange rate at the balance

sheet date for balance sheet items denominated in Euros:

	2024
	EUR
10% strengthening	(6.3)
10% weakening	6.3

	2023
	EUR
10% strengthening	21.2
10% weakening	(21.2)

The analysis above assumes that all hedges are expected to be highly effective and it therefore considers the impact of all monetary

assets and liabilities but excludes borrowings (hedged item). The results of the sensitivity analysis should not be considered as projections

of likely future events, gains or losses as actual results in the future may differ materially.

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24. Financial risk management continued

Interest rate risk

The Group’s exposure to interest rate risk relates mostly to cash interest costs on unhedged borrowings where market rate increases lead

to both higher interest charges to the Group and less freely available cash, with some limited exposure to interest income on surplus funds

held. Changes in market interest rates also impact the fair value of the Group’s swaps portfolio.

The Group’s policy is to maintain a minimum of 50% of its debt at fixed interest rates in order to protect cash flow commitments against

rising interest rates while also maintaining flexibility to incur lower interest in a decreasing rates environment. As at 31 December 2024, 94%

of the Group’s outstanding borrowings was at fixed rates (2023: 70%).

The Group’s current approach for surplus funds is to centralise and invest in interest bearing bank accounts held with its principal bankers

to maximise availability for working capital use.

The following table demonstrates the sensitivity to a 100 basis point change in interest rates on that portion of loans and borrowings

affected. With all other variables held constant, the Group’s profit before tax is affected through the impact on floating rate borrowings,

as follows:

	2024
	Increase	Decrease
	of 100 basis	of 100 basis
	points	points
	£m	£m
Increase/(decrease) in profit	(3.2)	3.2
Increase/(decrease) in equity reserves	(3.2)	3.2

	2023
	Increase	Decrease
	of 100 basis	of 100 basis
	points	points
	£m	£m
Increase/(decrease) in profit	(5.5)	5.5
Increase/(decrease) in equity reserves	(5.5)	5.5

Cross-currency swaps and interest rate swaps

The Group has executed a series of USD to GBP and EUR to GBP cross-currency interest rate swaps to provide increased certainty around

its interest cash flow commitments and to better align the currency of interest costs to the currency of earnings.

As at 31 December 2024, the Group had cross currency interest rate swaps with total principal of US$568.0m (2023: US$407.0m) and

€482.0m (2023: €482.0m) in place to hedge both currency and interest rate risk. In addition, at 31 December 2024, the Group had an

interest rate swap of €150.0m (2023: €150.0m) to hedge Euro interest rate risk.

25. Financial instruments

The hierarchy (as defined in IFRS 13 ‘Fair Value Measurement’) of the Group’s financial instruments carried at fair value at 31 December

2024 was as follows:

		Level 1	Level 2	Level 3
		£m	£m	£m
Financial assets
Cross-currency swaps		–	1.2	–
888	Africa convertible loan	–	–	11.9
		–	1.2	11.9
Financial liabilities
Cross-currency swaps		–	40.7	–
Interest rate swaps		–	1.0	–
Ante post bet liabilities		–	–	5.4
		–	41.7	5.4

	Contractual/
	notional
	amount £m
Interest rate swaps	124.4
Cross-currency swaps	852.4

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147

Overview

Supplementary Information

Financial Statements

Governance

Strategic Report

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

25. Financial instruments continued

The hierarchy (as defined in IFRS 13 ‘Fair Value Measurement’) of the Group’s financial instruments carried at fair value at 31 December

2023 was as follows:

		Level 1	Level 2	Level 3
		£m	£m	£m
Financial assets
888	Africa convertible loan	–	–	11. 3
Cross-currency swaps		–	6.1	–
		–	6.1	11. 3
Financial liabilities
Cross-currency swaps		–	45.0	–
Interest rate swaps		–	1.4	–
Ante post bet liabilities		–	–	7. 0
		–	46.4	7. 0

	Contractual/
	notional
	amount
	£m
Interest rate swaps	130.1
Cross-currency swaps	737. 8

Ante post bets

Ante post bets are a liability arising from an open position at the year-end date in accordance with the Group’s accounting policy for

derivative financial instruments. Ante post bets at 31 December 2024 totalled £5.4m (2023: £7.0m) and are classified as current liabilities.

Ante post bet liabilities are valued using methods and inputs that are not based upon observable market data and all fair value

movements are recognised in revenue in the Consolidated Income Statement. Although the final value will be determined by future

betting outcomes, there are no reasonably possible changes to assumptions or inputs that would lead to material changes in the

fair value determined. The principal assumptions relate to the Group’s historical gross win margins by betting markets and segments.

Although these margins vary across markets and segments, they are expected to stay broadly consistent over time, only varying in the

short term. The gross win margins are reviewed annually at each year end. At 31 December 2024, the gross win margins ranged from

2%–25%.

A reconciliation of movements in the ante post bets liability in the year is provided below.

	Ante post
	bet liabilities
	£m
At 31 December 2023	7. 0
Movement through Income Statement	(1.6)
At 31 December 2024	5.4

888 Africa convertible loan

On 22 March 2022, the Group entered into a joint venture agreement as 19.9% owners of 888 Africa Limited (‘888 Africa’).

Whilst the Group’s equity contribution was not material, as part of the joint venture shareholder agreement, the Group agreed to lend

888 Africa $9.8m (£7.8m) as a senior secured convertible loan that can be converted into 60.1% of 888 Africa issued and outstanding

shares at the Group’s discretion in January 2026. As a result of the conversion option, the loan is deemed to be a derivative financial asset

under IFRS 9 ‘Financial Instruments’ and is held at fair value through profit and loss.

At 31 December 2024, the convertible loan has been fair valued using the market approach based on a 2024 revenue multiple in proven

African markets. There is no fair value uplift (2023: £4.1m) recorded in the Consolidated Income Statement, as a result of the valuation.

888 Emerging loan

On 8 January 2024 the Group entered into a joint venture agreement as 19.9% owners of 888 Emerging Limited (‘888 Emerging’) in

a similar structure to the above Africa arrangement. The Group agreed to lend $3.0m (£2.4m), of which $2.5m (£2.0m) has already

been provided, with a conversion option embedded within the loan which can be converted into 60.1% of 888 Emerging’s issued and

outstanding shares. As of 31 December 2024, the fair value of the convertible option is nil as trading activity is minimal at this early stage

of the joint venture. The loan receivable balance is therefore held at amortised cost.

evoke plc Annual Report & Accounts 2024

148

25. Financial instruments continued

Hedging reserves reconciliation

The following table identifies the movements in the hedging reserves during the year for items designated as in a hedging relationship.

	2024
	Cash flow	Cost of
	hedging	hedging
	reserve	reserve
	£m	£m
As at 1 January 2024	15.7	(1.1)
Change in fair value recorded in OCI	13.1	0.2
Reclassifications during the period:
Foreign exchange differences on remeasurement	(12.8)	–
Interest expenses – hedging activities (note 8)	(11. 3)	0.5
As at 31 December 2024	4.7	(0.4)

	2023
	Cash flow	Cost of
	hedging	hedging
	reserve	reserve
	£m	£m
As at 1 January 2023	14.5	(1.1)
Change in fair value recorded in OCI	38.4	(0.6)
Reclassifications during the period:
Foreign exchange differences on remeasurement	(26.0)
Interest expenses – hedging activities (note 8)	(11. 2)	0.6
As at 31 December 2023	15.7	(1.1)

There were no cash settlements of hedging instruments during the period (2023: £10.8m).

Contractual maturity analysis

The tables below analyse the Group’s financial liabilities into relevant maturity groupings based on their contractual maturities for net

and gross settled derivative financial instruments.

The amounts disclosed in the table are the contractual undiscounted cash flows:

			31 December 2024
		Less than	1 to 5	More than 5
	On demand	1 year	years	years	Total
	£m	£m	£m	£m	£m
Interest rate swaps
EUR trades	–	(0.6)	(0.3)	–	(0.9)
Cross-currency swaps
EUR trades	–	(17. 3)	(9.7)	–	( 2 7.0 )
USD trades	–	(24.4)	–	–	(24.4)
Total	–	(42.3)	(10.0)	–	(52.3)

			31 December 2023
		Less than	1 to 5	More than 5
	On demand	1 year	years	years	Total
	£m	£m	£m	£m	£m
Interest rate swaps	–	0.8	(1.5)	–	(0.7)
Cross-currency swaps
EUR trades	–	(8.2)	( 7. 7)	–	(15.9)
USD trades	–	(6.6)	(30.7)	–	(37. 3)
Total	–	(14.0)	(39.9)	–	(53.9)

evoke plc Annual Report & Accounts 2024

149

Overview

Supplementary Information

Financial Statements

Governance

Strategic Report

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

26. Deferred tax

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for

financial reporting purposes and the amounts used for income tax purposes. The Group’s deferred tax assets and liabilities resulting from

temporary differences, some of which are expected to be settled on a net basis, are as follows:

	As at		Credit/	Credit/	Arising on	As at
	1 January	Prior year	(charge)	(charge)	business	31 December
	2024	adjustments	to OCI	to income	combinations	2024
	£m	£m	£m	£m	£m	£m
Fixed asset temporary differences	7.0	(5.3)	–	2.9	–	4.6
Intangible assets	(181.5)	(0.5)	–	11.5	(8.4)	(178.9)
Other temporary differences	31.8	0.2	–	(1.7)	–	30.3
Restricted interest	17.5	–	–	0.3	–	17. 8
Tax losses	5.3	5.5	–	1.6	–	12.4
Total	(119.9)	(0.1)	–	14.6	(8.4)	(113.8)

	As at				Credit/	Arising on	As at
	1 January	Prior year			(charge) to	business	31 December
	2023	adjustments	Transfers	Disposals	income	combinations	2023
	£m	£m	£m	£m	£m	£m	£m
Fixed asset temporary differences	(1.1)	4.6	–	–	3.5	–	7. 0
Intangible assets	(231.2)	(2.9)	(9.0)	3.6	58.0	–	(181.5)
Other temporary differences	3.1	(2.2)	9.0	0.7	0.9	20.3	31.8
Restricted interest	14.4	–	–	–	3.1	–	17. 5
Tax losses	4.0	(0.8)	–	–	2.1	–	5.3
Total	(210.8)	(1.3)	–	4.3	67. 6	20.3	(119.9)

	2024	2023
	£m	£m
Reflected in the Statement of Financial Position as follows:
Deferred tax assets	36.3	37. 0
Deferred tax liabilities	(150.1)	(156.9)

As at 31 December 2024, the Group has recognised a deferred tax asset of £31.7m (2023: £32.9m) in relation to expected intellectual

property tax amortisation of £253.6m (2023: £263.5m) in its wholly owned Irish subsidiary, Spectate Limited.

The Directors have concluded that there remains convincing evidence that the Irish subsidiary will continue to generate taxable profits in

the future, against which taxable allowances can be fully utilised. The allowances initially arose from the transfer of intellectual property

rights from 888 Group companies to the Group’s Irish subsidiary in 2022. The recovery of the deferred tax asset in Ireland is supported by

the receipt of recurring revenue streams from royalty payments paid from other Group companies.

The Directors have reviewed the latest forecast for the Group member companies in their operating markets, including their ability

to continue to generate revenues and therefore pay royalty fees into the future. This includes consideration of the commercial plans

under the Group’s control, the future corporate structure of the Group and current licensing activity. The Directors believe there is

convincing evidence that the deferred tax asset will unwind over 16 years and as such have fully recognised the deferred tax asset as

at 31 December 2024. If forecast royalty revenues paid to the Group’s Irish subsidiary are 10% lower than forecasted, the recovery of the

deferred tax asset would be extended to 19 years. Compared to year ended 31 December 2023, the estimated recovery period has

shortened, primarily due to changes in the forecast.

evoke plc Annual Report & Accounts 2024

150

26. Deferred tax continued

Tax rates

Deferred tax has been calculated based on the currently-enacted rates of corporate income in all relevant jurisdictions. As noted above,

the Gibraltar tax rate changed during 2024.

Deferred tax attributes recognised

The Group has recognised £36.3m (31 December 2023: £37.0m) of deferred tax assets.

The group has recognised a deferred tax asset of £12.5m (31 December 2023: £7.3m) in respect of unutilised tax losses which are available

in companies which are anticipated to make future profits. The losses mainly relate to the UK and are expected to be utilised in the

foreseeable future.

Restricted interest represents a deferred tax asset of £17.8m (31 December 2023: £17.5m) in relation to interest restrictions for which an

asset has been recognised to the extent that companies are expected to make future profits against which the interest restriction can

be utilised.

All losses and tax attributes, recognised and unrecognised, may be carried forward indefinitely.

Pillar Two income taxes

The Group has applied the exception to recognising and disclosing information about deferred tax assets and liabilities arising from the

implementation of Pillar Two income taxes, as required under IAS 12.

Unrecognised deferred tax attributes

As at 31 December 2024, the Group has unutilised tax losses of £87.3m (31 December 2023: £38.9m) and other temporary differences of

£4.9m, mainly related to provisions, which are not expected to be utilised against profits in the foreseeable future, and in respect of which

no deferred tax has therefore been recognised.

The Group has carried forward restricted interest in the UK of £238.2m (31 December 2023: £112.5m) for which no deferred tax asset has

been recognised.

Deferred tax is not recognised in respect of the value of the Group’s investments in subsidiaries and interests in joint ventures, specifically

relating to unremitted earnings, where we are able to control the timing of the reversal of the temporary difference and it is probable

that such differences will not reverse in the future.

The amount of such temporary differences relating to unremitted earnings, for which deferred tax has not been recognised, was £141.8m

(and tax thereon of £4m) (31 December 23: £110.5m (and tax thereon £2.5m)).

27. Share capital

Share capital comprises the following:

			Authorised
	31 December	31 December	31 December	31 December
	2024	2023	2024	2023
	Number	Number	£m	£m
Ordinary Shares of £0.005 each	1, 0 26, 38 7, 5 0 0	1,026,387,500	5.1	5.1

1. Including 277,484 treasury shares held by the Group at 31 December 2024 (2023: 297,501).

			Allotted, called up and fully paid
	31 December	31 December	31 December	31 December
	2024	2023	2024	2023
	Number	Number	£m	£m
Ordinary Shares of £0.005 each at beginning of year	449,045,257	446,331,656	2.2	2.2
Issue of Ordinary Shares of £0.005 each	667,810	2,713,601	–	–
Ordinary Shares of £0.005 each at end of year	449,713,067	449,045,257	2.2	2.2

Note 28 gives details on issue of Ordinary Shares of £0.005 each as part of the Group’s employee share option plan during 2024 and 2023.

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151

Overview

Supplementary Information

Financial Statements

Governance

Strategic Report

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

28. Share-based payments

Equity-settled share benefit charges

As of 31 December 2024, the Group has equity-settled employee shares and share options granted under three equity-settled

employee share incentive plans. The 888 Long-Term Incentive Plan 2015, which was adopted at the Extraordinary General Meeting on

29 September 2015, is open to all employees (including Executive Directors) and full-time consultants of the Group, at the discretion of

the Remuneration Committee. Awards under this scheme will vest in instalments over a fixed period of at least three years subject to the

relevant individuals remaining in service. Certain of these awards are subject to additional performance conditions imposed by the

Remuneration Committee at the dates of grant, further details of which are given in the Directors’ Remuneration Report.

The second is the evoke plc Long-Term Incentive Plan 2023, which was adopted by shareholders at the Annual General Meeting

on 23 May 2023. As a result of this no further awards have been granted under the 888 Long-Term Incentive Plan 2015. The evoke plc

Long-Term Incentive Plan 2023 is also open to all employees (including Executive Directors), with awards vesting over a period to be

determined by the Remuneration Committee at the time of grant. Awards may or may not be subject to additional performance

conditions imposed by the Remuneration Committee.

In addition, on 8 May 2017, the Board adopted a Deferred Share Bonus Plan (DSBP) in order to allow the Company to comply with the

deferral requirement previously contained in its Directors’ Remuneration Policy. As a result of the deferral requirement set out in the

new Directors’ Remuneration Policy no further awards have been granted under the DSBP. Further details are set out in the Directors’

Remuneration Report.

In 2023 the Group awarded options under the evoke plc SAYE Option Plan, which was adopted by shareholders at the Annual General

Meeting on 15 June 2022; and the evoke plc 2023 International SAYE Option Plan established pursuant to the authority of the Directors of

the Company conferred by shareholders at the same Annual General Meeting.

Details of equity-settled shares as part of the AEP, the LTIP and the DSBP are set out below:

Ordinary Shares granted (without performance conditions)

	2024	2023
	Number	Number
Outstanding future vesting equity awards at the beginning of the year	2,282,514	6,553,595
Future vesting equity awards granted during the year	230,680	562,177
Future vesting equity awards lapsed during the year	(1,170,526)	(2 ,119, 6 57 )
Shares issued upon vesting during the year	(651,630)	(2,713,601)
Outstanding future vesting equity awards at the end of the year	691,038	2,282,514
Averaged remaining life until vesting	0.77 years	1.25 years

The outstanding future vesting equity awards at the end of the year are set out below:

Deferred Share Bonus Plan

	2024	2023
	Number	Number
Outstanding future vesting equity awards at the beginning of the year	38,058	310,268
Future vesting equity awards granted during the year	–	–
Future vesting equity awards lapsed during the year	(18,041)	(12 2,691)
Shares exercised during the year	(20,017)	(149, 519)
Outstanding future vesting equity awards at the end of the year	–	38,058
Averaged remaining life until vesting	–	0.67 years

Ordinary Shares granted for future vesting are valued at the share price at grant date, which the Group considers approximates to the

fair value. The Group recognised the following as treasury shares as of 31 December 2024:

(i) 11 March 2022, the Group purchased 356,977 shares on the open market at an average price of 193.0¢ per share;

(ii) 22 March 2021, the Group purchased 220,225 shares on the open market at an average price of 362.0¢ per share; and

(iii) 29 April 2020, the Group purchased 130,796 shares on the open market at an average price of 143.7¢ per share.

evoke plc Annual Report & Accounts 2024

152

28. Share-based payments continued

Equity-settled share benefit charges continued

Ordinary Shares granted (subject to performance conditions)

		2024	2023
		Number	Number
Outstanding at the beginning of the year		4,434,744	2,435,321
Shares granted during the year		11,545,0 41	5,056,071
Lapsed future vesting shares		(4,621,560)	(3,056,648)
Shares issued upon vesting during the year		(16,180)	–
Outstanding at the end of the year	11,	342 ,045	4,434,744
Averaged remaining life until vesting		2.09 years	2.16 years

The Group granted 10,433,369 shares on 27 March 2024, 190,366 shares on 22 April 2024, 519,031 shares on 20 May 2024, 190,311 shares

on 22 July 2024 and 211,937 shares on 2 September 2024 (2023: 5,056,071). The share prices at the grant date were 89¢, 84¢, 89¢, 64¢ and

65¢ respectively. Shares outstanding at the end of the year consist of 11,342,045 shares subject to 50% EPS growth target, and 50% total

shareholder return (TSR).

Further details of performance conditions that have to be satisfied on these awards are set out in the Directors’ Remuneration Report. The

EPS growth target is taken into account when determining the number of shares expected to vest at each reporting date, and the TSR

target is taken into account when calculating the fair value of the share grant.

Valuation information – shares granted under TSR condition:

Shares granted during the year:	2024	2023
Share pricing model used	Monte Carlo	Monte Carlo
Determined fair value	£0.59	£0.41
Number of shares granted	11,775,694	5,056,071
Average risk-free interest rate	3.95%	3.68%
Average standard deviation	58.3%	49.4%
Average standard deviation of peer group	41.9%	42.5%

Valuation information – shares granted

	2024		2023
	Without	With	Without	With
	performance	performance	performance	performance
	conditions	conditions	conditions	conditions
Weighted average share price at grant date	£0.89	£0.88	£0.92	£0.75
Weighted average share price at issue of shares	£0.68	£0.99	£0.75	£0.84

Ordinary Shares granted for future vesting with EPS growth performance conditions are valued at the share price at grant date, which

the Group considers approximates to the fair value. The restrictions on the shares during the vesting period, primarily relating to non-

receipt of dividends, are considered to have an immaterial effect on the share option charge.

In accordance with IFRS 2 a charge to the Consolidated Income Statement in respect of any shares or options granted under the above

schemes is recognised and spread over the vesting period of the shares or options based on the fair value of the shares or options at the

grant date, adjusted for changes in vesting conditions at each balance sheet date. These charges have no cash impact.

Share benefit charges

	2024	2023
	£m	£m
Equity-settled charge/(credit) for the year	2.7	(0.5)
Cash-settled charge for the year	–	–
Total share benefit (credit)/charge	2.7	(0.5)

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153

Overview

Supplementary Information

Financial Statements

Governance

Strategic Report

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

29. Retirement benefit schemes

William Hill pension schemes

The UK schemes are operated under a single trust and the assets of all the schemes are held separately from those of the Group in funds

under the control of trustees.

The respective costs of these schemes are as follows:

	2024	2023
	£m	£m
Defined contribution schemes charged to operating profit	8.8	8.8
Defined benefit scheme charged to operating profit	2.7	2.8

Defined contribution schemes

The defined contribution schemes, to which both the Group and employees contribute to fund the benefits, are available for all eligible

employees. The only obligation of the Group with respect to these schemes is to make the specified contributions.

The total cost charged to income in respect of these schemes represents contributions payable to the schemes by the Group at rates

specified in the rules of the respective schemes. At 31 December 2024, contributions of £nil (31 December 2023: £nil) due in respect

of the current reporting period were outstanding to be paid over to the schemes.

Defined benefit scheme

The Group also operates a defined benefit scheme in the UK for eligible employees which closed to new members in 2002. Under

the scheme, employees are entitled to retirement benefits varying between 1.67% and 3.33% of final pensionable pay for each year

of service on attainment of a retirement age of 63. With effect from 1 April 2011, the defined benefit scheme was closed to future

accrual but maintains the link for benefits accrued up to 31 March 2011 with future salary increases (up to a maximum of 5% per annum).

Employed members of this scheme were automatically transferred into one of the defined contribution schemes. The costs

of administering the scheme are borne by the Group.

For the purposes of preparing the information disclosed in these accounts, a full actuarial valuation of the scheme was carried out at

30 September 2019 and updated to 31 December 2024 by a qualified independent actuary. The present values of the defined benefit

obligation and the related current service cost were measured using the projected unit credit method and by rolling forward the results

of the 30 September 2019 technical provisions using actuarial techniques, allowing for cash flows and interest over the period, differences

between the assumptions used to set the technical provisions and those selected for accounting under IAS 19.

Pension buy-in

On 28 June 2021, a transaction was completed which insured the liabilities of the legacy William Hill pension scheme with Rothesay

Life. As a result of the transaction, the scheme holds annuities with Rothesay Life which are qualifying insurance policies as defined in

IAS 19.8 ‘Employee Benefits’. The income from these policies exactly matches the amount and timing of benefits to those members

covered under the policies. As with other bulk annuity purchases the scheme has carried out, the change was treated as a change in

investment strategy.

At the year-end date, the estimated Defined Benefit Obligation (DBO) for all insured members was £225.1m (2023: £255.3m). The value of

the buy-in policies was determined to be £225.3m (2023: £255.4m), as the effects of GMP equalisation were not included in the contract

value of the buy-in insurance policy.

Funding valuation

The general principles adopted by the Trustees for the purposes of this funding valuation are that the assumptions used, taken as a whole,

will be sufficiently prudent for pensions already in payment to continue to be paid and to reflect the commitments which will arise from

members’ accrued pension rights. The William Hill Group agreed to pay £1.9m per annum in respect of the costs of insured death benefits,

expenses and levies until September 2025.

evoke plc Annual Report & Accounts 2024

154

29. Retirement benefit schemes continued

William Hill pension schemes continued

Disclosure of principal assumptions

The financial assumptions used by the actuary in determining the present value of the defined benefit scheme’s liabilities were:

	2024	2023
	%	%
Rate of increase of pensions (non-pensioner)	2.9	2.8
Rate of increase of pensions (pensioner)	3.2	3.1
Discount rate	5.4	4.5
Rate of RPI inflation (non-pensioner)	3.1	3.0
Rate of RPI inflation (pensioner)	3.4	3.3
Rate of CPI inflation	2.7	2.5

In accordance with the relevant accounting standard, the discount rate has been determined by reference to market yields at the

period end date on high-quality fixed income investments at a term consistent with the expected duration of the liabilities. Price inflation

is determined by the difference between the yields on fixed and index-linked Government bonds with an adjustment to allow for

differences in the demand for these bonds, which can distort this figure. The expected rate of salary growth and pension increases are

set with reference to the expected rate of inflation. No change has been made to the basis of inflation applied to pension increases in

the scheme.

The mortality assumption is kept under review and has been updated. The current life expectancies for a member underlying the value of

the accrued liabilities are:

	2024	2023
Life expectancy at age 65	Years	Years
Male retiring now	21.3	21.4
Male retiring in 25 years’ time	23.0	23.0
Female retiring now	23.5	23.5
Female retiring in 25 years’ time	25.4	25.3

The assets in the scheme are set out in the table below.

	2024	2023
	£m	£m
Total market value of assets	225.3	255.4
Present value of scheme liabilities	(225.1)	(255.3)
Effect of asset ceiling	(0.2)	(0.1)
Asset in scheme at end of year	–	–

Analysis of the amount charged to operating profit/(loss):

	Year to	Year to
	31 December	31 December
	2024	2023
	£m	£m
Current service cost	1.0	1.0
Administration expenses	1.7	1.8
Total operating charge	2.7	2.8

evoke plc Annual Report & Accounts 2024

155

Overview

Supplementary Information

Financial Statements

Governance

Strategic Report

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

29. Retirement benefit schemes continued

William Hill pension schemes continued

Disclosure of principal assumptions continued

Analysis of the amounts recognised in the Consolidated Statement of Comprehensive Income:

	2024	2023
	£m	£m
Actual return less expected return on pension scheme assets	21.3	(5.2)
Actuarial gain on demographic assumptions	(0.2)	(5.0)
Actuarial (gain)/loss on experience adjustment	(1.4)	5.9
Actuarial (gain)/loss arising from changes in financial assumptions	(20.6)	2.4
Actuarial remeasurements	(0.9)	(1.9)
Change in the impact of asset ceiling	0.2	0.1
Income recognised as other comprehensive income	(0.7)	(1.8)

Movements in the present value of defined benefit obligations in the period were as follows:

	2024	2023
	£m	£m
Opening scheme assets	255.3	255.4
Current service cost	1.0	1.0
Interest cost	11.1	11. 7
Actuarial (gain)/loss on financial assumptions	(20.6)	2.4
Actuarial gain on demographic assumptions	(0.2)	(5.0)
Actuarial (gain)/loss on experience adjustment	(1.4)	5.9
Benefits paid	(19.1)	(15.1)
Insurance premium for risk benefits	(1.0)	(1.0)
As at 31 December 2024	225.1	255.3

Movements in the present value of fair value of scheme assets in the period were as follows:

	2024	2023
	£m	£m
Opening defined benefit obligation	255.4	254.2
Interest income on plan assets	11.1	11. 7
Return on plan assets (excluding interest income)	(21.3)	5.2
Company contributions	1.9	1.9
Administration expenses charged to operating (loss)/profit	(1.7)	(1.8)
Benefits paid	(19.1)	(14.8)
Insurance premium for risk benefits	(1.0)	(1.0)
As at 31 December 2024	225.3	255.4

Sensitivity analysis of the principal assumptions used to measure scheme liabilities

As the scheme is now fully bought-in, any changes in the value of the scheme’s liabilities due to changes in the underlying assumptions

will be matched by changes in the value of the scheme’s assets (which are measured in line with the obligations). There would therefore

be a nil net balance sheet impact from any changes in the principal assumptions.

Nature and extent of the risks arising from financial instruments held by the defined benefit scheme

Through the scheme, following the buy-in, the main risk that the Group has is counterparty risk, with the insurance company backing the

majority of the policies with the exception of GMP equalisation which is not included in the contract value of the buy-in insurance policy

but is considered immaterial.

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156

29. Retirement benefit schemes continued

William Hill pension schemes continued

Funding

Alongside the risk assessment above, on 30 September 2020, the Group agreed an ongoing funding requirement with the Trustees which

expires on 30 September 2025.

The weighted average duration of the scheme’s defined benefit obligation at 31 December 2024 is 14 years (31 December 2023:

15 years).

The undiscounted maturity profile of the defined benefit obligation between one and ten years is shown below:

	2024	2023
	£m	£m
Less than one year	14.9	13.6
Between one and two years	15.4	14.0
Between two and five years	48.8	47. 5
Between five and ten years	91.3	75.3

No allowance is made for commutation lump sums or individual transfers out due to the fluctuating nature of these payments.

30. Related party transactions

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not

disclosed in this note. Transactions between the Group and its associate are disclosed below.

Trading transactions

Associates and joint ventures

The Group owns 19.5% of the share capital of its associate Sports Information Services (Holdings) Limited. For the year to 31 December

2024, the Group made purchases of £30.4m (1 July 2023 to 31 December 2023: £36.6m) from Sports Information Services Limited, a

subsidiary of Sports Information Services (Holdings) Limited. At 31 December 2024, the amount payable to Sports Information Services

Limited by the Group was £nil (31 December 2023: £nil).

During the year, the Group made loans totalling £2.7m (2023: £2.4m) to 888 Africa Ltd and £1.7m (2023: £1.9m) to 888 Emerging Ltd as

part of the joint venture shareholder agreements. These loans incur interest at 12% per annum and an ECL provision of 5% is provided in

respect of all loans. For the year ended 31 December 2024 the Group received £1.1m (year ended 31 December 2023: £0.7m) in revenue

from 888 Africa for the use of the 888 brand.

Remuneration of key management personnel

The aggregate amounts payable to key management personnel, as well as their share benefit charges, are set out below:

	2024	2023
	£m	£m
Short-term benefits	1.4	1.6
Post-employment benefits	0.1	0.3
Share benefit charges – equity-settled	0.2	0.1
	1.7	2.0

Further details on Directors’ remuneration are given in the Directors’ Remuneration Report.

31. Contingent assets and liabilities

Legal claims

As at 31 December 2024, potential legal claims of £4.9m (2023: £4.5m) related to the Austria and Germany provisions (see note 22

for further details) are deemed to give rise to a possible future cash outflow, as such no further provision was required at the balance

sheet date.

The calculation of the customer claims liability includes provision for both legal fees and interest but does not include any gaming taxes

that have already been paid on these revenues. Management have assessed that it is probable as opposed to virtually certain that the

tax will be reclaimed and therefore a contingent asset of up to £27.3m (2023: £28.0m) has been disclosed for the tax reclaims. Refer to

note 22 for further details.

evoke plc Annual Report & Accounts 2024

157

Overview

Supplementary Information

Financial Statements

Governance

Strategic Report

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

The consolidated financial statements include the following principal subsidiaries of evoke plc:

			Percentage of
Name		Jurisdiction	equity interest		Nature of business
888 (Ireland) Limited		Malta	100%	Holds Irish online betting licence
888	Acquisitions Limited	Gibraltar	100%	Principal group external borrowing company
888	Acquisitions LLC	Delaware	100%	Dormant company
888	Atlantic Limited	Gibraltar	100%	Holds US B2B licenses
888	Cayman Finance Limited	Cayman Islands	98.6%	Holding company
888	CZ Limited	Gibraltar	100%	Dormant company
888	Denmark Limited	Malta	100%	Holds Danish online gaming licence
888	France Limited	Malta	100%	Dormant company
888	Germany Limited	Malta	100%	Holds German online gaming licences
888	Italia Limited	Malta	100%	Holds Italian online gaming licence
888	Liberty Limited	Gibraltar	100%	Holds Delaware B2B licence
888	Netherlands Limited	Malta	100%	Dormant company
888	Online Games España, S.A.	Ceuta	100%	Holds Spanish online gaming licence
888	Portugal Limited	Malta	100%	Holds Portuguese online gaming licence
888	Romania Limited	Malta	100%	Holds Romanian online gaming licence/holding company
888	Sweden Limited	Malta	100%	Holds Swedish online gaming licence
888	UK Limited	Gibraltar	100%	Holds UK&I online gaming licence
888	UK Interactive Holdings Limited	England & Wales	100%	Holding company
888	US Holdings Inc.	Delaware	100%	Holding company
888	US Inc.	Delaware	100%	Holding company
888	US Limited	Gibraltar	100%	Holds Nevada IGSP licence
888	US Services Inc.	Delaware	100%	US operations company
888	VHL UK Holdings Limited	England & Wales	100%	Holding company
A.J.Schofield Limited (in liquidation)		England & Wales	100%	In liquidation
AAPN Holdings LLC		Delaware	100%	Holding company
AAPN New Jersey LLC		New Jersey	100%	Dormant company
Ad-Gency Limited (in liquidation)		Israel	100%	In liquidation
Admar Services (Gibraltar) Limited		Gibraltar	100%	Group marketing services company
Admar Services (Malta) Limited		Malta	100%	Group marketing services company
Arena Racing Limited		England & Wales	100%	Dormant company
B.B.O’Connor (Lottery) Limited		Jersey	100%	Dormant company
B.J.O’Connor Holdings Limited		Jersey	100%	Property company
B.J.O’Connor Limited		Jersey	100%	Holds Class 1 bookmakers licence in Jersey
Baseflame Limited (in liquidation)		England & Wales	100%	In liquidation
Bradlow Limited		England & Wales	100%	Dormant company
Brigend Limited		Gibraltar	100%	Dormant company
Brooke Bookmakers Limited		England & Wales	100%	Dormant company
Camec (Scotland) Limited		England & Wales	100%	Dormant company
Camec (Southern) Limited (in liquidation)		England & Wales	100%	In liquidation
Camec Limited		England & Wales	100%	Dormant company
Cassava Enterprises (Gibraltar) Limited		Gibraltar	100%	Dormant company
Cassava Holdings Limited		Antigua & Barbuda	100%	Dormant company
Cellpoint Investments Limited		Cyprus	100%	Dormant company
City Tote Limited (in liquidation)		England & Wales	100%	In liquidation
Concession Bookmakers Limited		England & Wales	100%	In liquidation
(in liquidation)
Dansk Underholdning Limited		Malta	100%	Dormant company
Deluxe Online Limited (in liquidation)		England & Wales	100%	In liquidation
Deviceguide Limited		England & Wales	100%	Dormant company
Dixie Operations Limited		Antigua & Barbuda	100%	Dormant company
Entertainment Ventures Europe 2019 Ltd		Malta	100%	Dormant company
Evenmedia Limited (In liquidation)		England & Wales	100%	In liquidation
Evoke Gaming Ltd		Malta	100%	Smaller markets gaming operations company – now
				dormant
evoke Treasury Services Limited		England & Wales	100%	Group treasury services company
Fordart Limited		Gibraltar	100%	B2B company	888
Fred Parkinson Management Limited		England & Wales	100%	Dormant company
Gaming Ventures Europe 2019 Limited		Malta	100%	Dormant company
Gisland Limited		Gibraltar	100%	888 group treasury and PSP company
Goodfigure Limited (in liquidation)		England & Wales	100%	In liquidation
Grand Parade Limited		England & Wales	100%	Software development
Grand Parade Sp. z o.o.		Poland	100%	Software development
Green Gaming Group PLC		Malta	100%	Holding company
GUS Carter (Cash) Limited		England & Wales	100%	Dormant company
GUS Carter Limited		England & Wales	100%	Dormant company
James Lane (Bookmaker) Limited		England & Wales	100%	Dormant company

32. Related undertakings

evoke plc Annual Report & Accounts 2024

158

		Percentage of
Name	Jurisdiction	equity interest		Nature of business
James Lane (Turf Accountants) Limited	England & Wales	100%		Dormant company
James Lane Group Limited	England & Wales	100%		Dormant company
Laystall Limited	England & Wales	100%		Dormant company
Live 5 Holdings Limited	England & Wales	100%		Dormant company
Live 5 Limited	England & Wales	100%		Dormant company
Matsbest Limited	England & Wales	100%		Dormant company
Matsgood Limited	England & Wales	100%		Dormant company
Mr Green & Co AB	Sweden**	100%		Holding company
Mr Green & Co Optionsbarare AB	Sweden	100%		Dormant company
Mr Green Consultancy Services Ltd.	England & Wales	100%		Dormant company
Mr Green Consulting AB	Sweden	100%		Dormant company
Mr Green Limited	Malta	100%		Mr Green principal operating company
MRG IP Limited	Malta	100%		Mr Green IP company
MRG Spain PLC	Malta	100%		Holds Spanish online gaming licence
New Gambling Solutions S.R.L	Romania	51%		Romania licensed operating company
New Wave Virtual Ventures Limited	Gibraltar	100%		Dormant company
Nimverge Tech India Private Limited	India	100%		Dormant company
Online Entertainment Limited	Gibraltar	100%		Dormant company
Orion Sky Marketing Limited	Gibraltar	51%		Marketing services company
Phonethread Limited	England & Wales	100%		Dormant company
Random Logic Limited	Gibraltar	100%	888	Israeli operations company
Random Logic Ventures Limited	Israel	100%		Holding company
Regency Bookmakers (Midlands) Limited	England & Wales	100%		Dormant company
Selwyn Demmy (Racing) Limited	England & Wales	100%		Dormant company
Sparkware Technologies SRL	Romania	100%		Group services company
Spectate Limited	Ireland	100%		888 brand owner, tech services and other activities
Spectate IP Limited	Ireland	100%		Dormant company
T H Jennings (Harlow Pools) Limited	England & Wales	100%		Dormant company
Trackcycle Limited	England & Wales	100%		Dormant company
VDSL (International) Limited	Gibraltar	100%		Canada market operator for Canadian customers
VHL America LLC	Delaware	95%		Holding company
VHL Colorado LLC	Colorado	100%		Holds Colorado online gaming licence
VHL Financing (Malta) Limited	Malta	100%		Holding company
VHL Financing Limited	Gibraltar	100%		Holding company
VHL Indiana LLC	Indianapolis	100%		Dormant company
VHL Iowa LLC	Iowa	100%		Dormant company
VHL Louisiana LLC	Louisiana	100%		Dormant company
VHL Maryland LLC	Maryland	90%		Holds a gaming licence in Maryland
VHL Massachusetts LLC	Massachusetts	100%		Dormant company
VHL Michigan LLC	Michigan	100%		Holds Michigan online gaming licenses
VHL Missouri LLC	Missouri	100%		Dormant company
VHL New Jersey	New Jersey	100%		Holds New Jersey online gaming licence
VHL Ohio LLC	Ohio	100%		Dormant company
VHL Ontario Limited	Gibraltar	100%		Holds Ontario online gaming licence
VHL Virginia LLC	Virginia	90%		Holds Virginia online gaming licence
Vickers Bookmakers Limited	England & Wales	100%		In liquidation
(in liquidation)
Virtual Digital Services Limited	Malta	100%		Holds Maltese online gaming licence
Virtual Emerging Entertainment Limited	Gibraltar	100%		Holding company
Virtual Global Digital Services Limited	Gibraltar	100%		Holds Gibraltar online gaming licence
Virtual Internet Services Limited	Gibraltar	100%		Gibraltar operating company
Virtual IP Assets Limited	Antigua & Barbuda	100%		Dormant company
Virtual Marketing Services (Gibraltar) Limited	Gibraltar	100%		Dormant company
Virtual Marketing Services (Ireland) Limited	Ireland	100%		Marketing services company
Virtual Marketing Services (UK) Limited	England & Wales	100%		Marketing services company
Virtual Share Services Limited	Gibraltar	100%		888 employee share schemes company
Vynplex Limited (In liquidation)	England & Wales	100%		In liquidation
WHG (International) Limited	Gibraltar	100%		Main Gibraltar operating company, holds gaming licence
WHG (Malta) Limited	Malta	100%		Dormant company
WHG Ceuta S.A.	Ceuta	100%		Holds Spanish online gaming license
WHG Customer Services Philippines, Inc	Philippines	100%		Group services company
WHG IP Licensing Limited	Gibraltar	100%		Dormant company
WHG Italia SrL	Italy	100%		Italian group services company
WHG Online Marketing Spain S.A.	Spain	100%		Spanish group services company
WHG Services (Bulgaria) Limited EOOD	Bulgaria	100%		In liquidation
WHG Services (Philippines) Limited	Gibraltar	100%		Dormant company
WHG Services Limited	England & Wales	100%		UK group services company
WHG Trading Limited	Gibraltar	100%		Dormant company

32. Related undertakings continued

evoke plc Annual Report & Accounts 2024

159

Overview

Supplementary Information

Financial Statements

Governance

Strategic Report

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2024

		Percentage of
Name	Jurisdiction	equity interest	Nature of business
Will Hill Limited	England & Wales	100%	Holding company
Will Hill Succursal Argentina	Argentina	100%	Argentinian branch – dormant
William Hill (Alba) Limited	England & Wales	100%	Dormant company
William Hill (Caledonian) Limited	England & Wales	100%	Dormant company
William Hill (Course) Limited	England & Wales	100%	In liquidation
(in liquidation)
William Hill (Edgeware Road) Limited	England & Wales	100%	Dormant company
William Hill (Effects) Limited	England & Wales	100%	Dormant company
William Hill (Essex) Limited	England & Wales	100%	Dormant company
William Hill (Football) Limited	England & Wales	100%	Dormant company
William Hill (Goods) Limited	England & Wales	100%	Dormant company
William Hill (IOM) No. 3 Limited	Isle of Man	100%	Dormant company
William Hill (London) Limited	England & Wales	100%	Dormant company
William Hill (Malta) Limited	Malta	100%	Dormant company
William Hill (Midlands) Limited	England & Wales	100%	Dormant company
William Hill (North Eastern) Limited	England & Wales	100%	Dormant company
William Hill (North Western) Limited	England & Wales	100%	Dormant company
William Hill (Northern) Limited	England & Wales	100%	In liquidation
(in liquidation)
William Hill (Products) Limited	England & Wales	100%	In liquidation
(in liquidation)
William Hill (Resources) Limited	England & Wales	100%	Dormant company
William Hill (Scotland) Limited	England & Wales	100%	Dormant company
William Hill (Southern) Limited	England & Wales	100%	Dormant company
William Hill (Strathclyde) Limited	England & Wales	100%	In liquidation
(in liquidation)
William Hill (Supplies) Limited	England & Wales	100%	In liquidation
(in liquidation)
William Hill (Wares) Limited	England & Wales	100%	Dormant company
William Hill (Western) Limited	England & Wales	100%	Dormant company
William Hill Bookmakers	Ireland	100%	Dormant company
(Ireland) Limited
William Hill Call Centre Limited	Ireland	100%	Dormant company
William Hill Cayman Holdings Limited	Cayman Islands	100%	Holding company
William Hill Credit Limited	England & Wales	100%	Dormant company
William Hill Employee Shares Trustee Limited	England & Wales	100%	Dormant company
William Hill Finance Limited	England & Wales	100%	Holding company
William Hill Gametek AB	Sweden	100%	Dormant company
William Hill Global PLC	Malta	100%	Holds sports and gaming licences for smaller markets
William Hill Holdings Limited	England & Wales	100%	Holding company
William Hill Investments Limited	England & Wales	100%	Holding company
William Hill Limited	England & Wales	100%	Holding company
William Hill Malta PLC	Malta	100%	Holds Italian online gaming licence
William Hill Offshore Limited	Ireland	100%	Dormant company
William Hill Organization Limited	England & Wales	100%	Main UK operating company, including Retail
William Hill Steeplechase Limited	Gibraltar	100%	Dormant company
William Hill Trustee Limited	England & Wales	100%	Acting as Trustee to the William Hill Pension Scheme
Willstan Properties Limited	England & Wales	100%	Property company
Willstan Racing (Ireland) Limited	Ireland	100%	Dormant company
Willstan Racing Holdings Limited	England & Wales	100%	Dormant company
Willstan Racing Limited	England & Wales	100%	Dormant company
Windsors (Sporting Investments) Limited	England & Wales	100%	Dormant company
Wise Entertainment DK ApS	Denmark	100%	In liquidation
(in liquidation)
Wizard’s Hat Limited	Malta	100%	Dormant company

32. Related undertakings continued

evoke plc Annual Report & Accounts 2024

160

Appendix 1 – Alternative Performance Measures

In reporting financial information, the Board uses various Alternative Performance Measures (“APMs”) which it believes provide useful

additional information for understanding the financial performance and financial health of the Group. These APMs should be considered

in addition to IFRS measures and are not intended to be a substitute for them. Since IFRS does not define APMs, they may not be directly

comparable to similar measures used by other companies.

The Board uses APMs to improve the comparability of information between reporting periods by adjusting for non-recurring or

uncontrollable factors which affect IFRS measures, to aid users in understanding the Group’s performance.

Consequently, the Board and management use APMs for performance analysis, planning, reporting and incentive-setting.

APM

Closest equivalent

IFRS measure Definition/purpose Reconciliation/calculation

Adjusted EBITDA

Operating profit/loss Adjusted EBITDA is defined as operating

profit or loss excluding share benefit

charges, foreign exchange, depreciation

and amortisation, fair value gains and

any exceptional items which are typically

non-recurring in nature.

A reconciliation of this measure

is provided on the face of the

Consolidated Income Statement.

Adjusted EBITDA

margin

No direct equivalent Adjusted EBITDA margin is defined as

adjusted EBITDA divided by revenue. It is

a measure of the business’s profitability,

and also measures how much revenue

the business converts into underlying

profitability. Improving adjusted EBITDA

margin is a key strategic priority for

the Group.

See note A.

Adjusted basic

and diluted EPS

Earnings per share Adjusted basic EPS is defined as adjusted

profit after tax attributable to equity

holders of the parent divided by the

weighted average number of ordinary

shares in issue and outstanding during

the year during the financial year.

Adjusted diluted EPS is defined as

adjusted profit after tax attributable to

equity holders of the parent divided by

the Weighted average number of dilutive

ordinary shares.

Reconciliations of these measures are

provided in note 10 of the financial

statements.

Adjusted profit

after tax

Profit after tax Adjusted profit after tax is defined as

profit after tax before amortisation of

acquired intangibles and finance fees,

foreign exchange, share benefit charges,

exceptional items, fair value gains and

tax on exceptional items.

A reconciliation of this measure is

disclosed in note 10 of the financial

statements.

Exceptional and

adjusted items

No direct equivalent Exceptional items are those items

the Directors consider to be one-

off or material in nature or size that

should be brought to the reader’s

attention in understanding the Group’s

financial performance.

Adjusted items are recurring items that

are excluded from internal measures

of underlying performance, and which

are not considered by the Directors

to be exceptional. This relates to the

amortisation of specific intangible assets

recognised in acquisitions and finance

fees, foreign exchange, fair value gains

and share benefit charges.

Exceptional items and adjusted

items are included on the face of the

Consolidated Income Statement with

further detail provided in note 3 of the

financial statements.

Effective tax rate

Income tax expense This measure is the tax charge for

the year divided by profit before tax,

expressed as a percentage.

Effective tax rate is disclosed in note 9 of

the financial statements.

evoke plc Annual Report & Accounts 2024

161

Overview

Supplementary Information

Financial Statements

Governance

Strategic Report

Appendix 1 – Alternative Performance Measures continued

APM

Closest equivalent

IFRS measure Definition/purpose Reconciliation/calculation

Effective tax rate

on adjusted profit

No direct equivalent This measure is the tax charge for the

year, adjusted for the tax effect of

adjusted items, divided by adjusted profit

before tax, expressed as a percentage.

Adjusted effective tax rate is disclosed in

note 9 of the financial statements.

Leverage ratio

No direct equivalent Leverage ratio is calculated as

net debt divided by the previous

12-months adjusted EBITDA. Net debt

comprises the principal outstanding

balance of borrowings, the fair value

of the derivative swaps held against

this debt, accrued interest on those

borrowings and lease liabilities less

cash and cash equivalents (excluding

customer deposits).

See note B.

Constant

currency

revenue growth

No direct equivalent Constant currency growth is calculated

by translating both current and prior

year performance at the 2024

exchange rates.

See note C.

Note A

Retail

£m

UK&I Online

£m

International

£m

Corporate

£m

Total

£m

2024

Revenue from continuing businesses 506.1 693.2 555.2 – 1,754.5

Adjusted EBITDA 66.4 142.7 130.0 (26.6) 312.5

Adjusted EBITDA margin % 13.1% 20.6% 23.4%

N/A

17.8%

2023

Revenue from continuing businesses 535.0 658.5 517. 4 – 1,710.9

Adjusted EBITDA 98.9 143.5 9 9. 4 (42.3) 2 9 9. 5

Adjusted EBITDA margin % 18.5% 21.8% 19.2% N/A 17. 5 %

Note B

2024

£m

2023

£m

Borrowings

(1,737.7) (1,661.1)

Add back loan transaction fees (61.6) (96.6)

Add derivatives (40.5) (40.3)

Gross borrowings (1,839.8) (1,798.0)

Lease liability (95.0) ( 87. 6)

Cash (excluding customer balances) 147.1 128.4

Net debt (1,787.7) (1,75 7.2)

Adjusted EBITDA 312.5 299. 5

Financial leverage ratio 5.7 5.9

The Group has restated net debt for the prior year following a change in definition to include the fair value of the derivative swaps held

against the debt. Including the derivative balance more accurately reflects the fair value of the total amount repayable related to

the borrowings.

Note C

2024

£m

2023

£m

Reported revenue 1,754.7 1,710.7

Impact of 2024 exchange rates – (15.5)

At constant currency 1,754.7 1,695.2

Constant currency revenue growth 3.5%

evoke plc Annual Report & Accounts 2024

162

Company Statement of Financial Position

At 31 December 2024

Note

2024

£m

2023

£m

(restated)

2022

£m

(restated)

Assets

Non-current assets

Investments in subsidiaries 2 42.3 39.6 48.8

Loan to subsidiaries 8 129.4 122.3 115. 4

Amounts due from related parties 8 – – 112.9

171.7 161.9 27 7.1

Current assets

Trade and other receivables 3 18.1 16.3 18.0

Corporate tax assets 0.7 0.7 –

Amounts due from related parties 8 149.4 130.2 –

168.2 147. 2 18.0

Total assets 339.9 3 0 9.1 295.1

Equity and liabilities

Equity

Share capital 4 2.2 2.2 2.2

Share premium 4 160.7 160.7 160.7

Treasury shares 4 (0.6) (0.6) (0.9)

Retained earnings

38.8 38.0 42.1

Total equity 201.1 200.3 204.1

Liabilities

Current liabilities

Other payables and accrued expenses 5 1.7 5.8 2.3

Income tax payable – – 0.5

Financial guarantees 9 5.7 – –

Loan payable to subsidiaries 8 21.3 20.2 –

Amounts due to related parties 8 110.1 82.8 67. 8

138.8 108.8 70.6

Non-current liabilities

Loan payable to subsidiaries 8 – – 20.4

– – 20.4

Total liabilities 138.8 108.8 91.0

Total equity and liabilities 339.9 3 09.1 295.1

The 2023 comparative period has been restated to reflect the impairment of the loan receivable from Gisland Limited (see note 1).

1. Includes net profit of the Company for the year ended 31 December 2024 of £1.9m (31 December 2023: net loss of £3.3m).

The financial statements on pages 163 to 165 were approved and authorised for issue by the Board of Directors on 31 March 2025 and

were signed on its behalf by:

Per Widerström Sean Wilkins

Chief Executive Officer Chief Financial Officer

The notes on pages 166 and 167 form part of these financial statements.

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Overview

Supplementary Information

Financial Statements

Governance

Strategic Report

Company Statement of Changes in Equity

For the year ended 31 December 2024

capital

£m

premium

£m

Treasury

£m

Retained

earnings

£m

(restated)

Total

£m

Balance at 1 January 2023 (restated)

2.2 160.7 (0.9) 42.1 204.1

Loss for the year – – – (3.3) (3.3)

Vesting on deferred share bonus plan – – 0.3 (0.3) –

Equity-settled share benefit charges (note 8) – – – (0.5) (0.5)

Balance at 31 December 2023 (restated) 2.2 160.7 (0.6) 38.0 200.3

Loss for the year – – – (1.9) (1.9)

Vesting on deferred share bonus plan – – – – –

Equity-settled share benefit credits (note 8) – – – 2.7 2.7

Balance at 31 December 2024 2 .2 160.7 (0.6) 38.8 201.1

Retained earnings at 1 January 2023 have been restated to include a prior period adjustment of £48.5m in respect of the recoverability of the Company’s

loan with its subsidiary, Gisland Limited (see note 1).

The following describes the nature and purpose of each reserve within equity.

Share capital – represents the nominal value of shares allotted, called-up and fully paid for.

Share premium – represents the amount subscribed for share capital in excess of nominal value.

Treasury shares – represent reacquired own equity instruments. Treasury shares are recognised at cost and deducted from equity.

Retained earnings – represents the cumulative net gains and losses recognised in the parent company Statement of Comprehensive

Income and other transactions with equity holders.

The notes on pages 166 and 167 form part of these financial statements.

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164

Company Statement of Cash Flows

For the year ended 31 December 2024

Note

2024

£m

2023

£m

Cash flows from operating activities:

Profit/(loss) before tax (1.9) (4.5)

Adjustments for:

Interest on loans to subsidiaries (7.0) (7. 0)

Interest on loans from subsidiaries 1.1 (0.3)

Non-cash items 5.7

Impairment of investment – 8.6

Cash used in operating activities before working capital movement (2.1) (3.2)

Movements in working capital

Increase in amounts owed by subsidiaries 3, 5 (6.9) (9.1)

(Increase)/decrease in other receivables 3 (1.8) 1.0

(Decrease)/increase in other payables and accrued expenses 5 (4.1) 4.1

Net cash used in operating activities (14.9) (7. 2)

Cash flows from investing activities

Loans from subsidiaries (12.3) (8.0)

Net cash used in investing activities (12.3) (8.0)

Cash flows from financing activities:

Financing from subsidiaries 27. 2 15.2

Net cash generated from financing activities 27. 2 15.2

Net increase/(decrease) in cash and cash equivalents – –

Cash and cash equivalents at the beginning of the year – –

Cash and cash equivalents at the end of the year – –

The notes on pages 166 to 167 form part of these financial statements.

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Overview

Supplementary Information

Financial Statements

Governance

Strategic Report

Notes to the Company Financial Statements

For the year ended 31 December 2024

1. General information and accounting policies

A description of the Company and definitions are included in General information on page 115 of the consolidated financial statements.

The Company’s financial statements have been prepared in accordance with UK adopted international accounting standards in

accordance with the requirements of the Gibraltar Companies Act 2014. The Company has taken advantage of the exemption to not

prepare an Income Statement. The financial statements have been prepared on a historical cost basis, except where certain assets or

liabilities are held at amortised cost or at fair value as described in the Company’s accounting policies.

All values are rounded to the closest hundred thousand, except when otherwise indicated.

The material accounting policies applied in the financial statements in the prior year have been applied consistently in these financial statements,

except for the amendments to accounting standards effective for the annual periods beginning on 1 January 2024 and representation of

expenses analysis in the Income Statement. These are described in more detail in note 1 to the consolidated financial statements.

Impairment of loan with Gisland Limited

At the year end, the Company assessed the recoverability of a loan it held with its subsidiary, Gisland Limited. As a result of the assessment, it

was deemed that the expected recoverability was £48.5m less than the carrying value of the asset held. The recoverability of the loan would

have been the same had an assessment been made at 31 December 2022, therefore the Company has disclosed a prior year adjustment.

The tables below show the impact of the restatement change on the previously reported financial results:

Impact on Statement of Financial Position

As previously reported

31 December

2023 £m

Impact of

restatement

£m

Restated 31

December

2023 £m

Loans to subsidiaries 170.9 (48.5) 122.4

Total assets 357.7 (48.5) 309.2

Total liabilities 108.9 – 108.9

Net assets 248.8 (48.5) 200.3

As previously reported

31 December

2022 £m

Impact of

restatement

£m

Restated 31

December

2022 £m

Loans to subsidiaries 163.9 (48.5) 115. 4

Total assets 343.6 (48.5) 295.1

Total liabilities 91.0 – 91.0

Net assets 252.6 (48.5) 204.1

Investment in subsidiaries

The Company’s investments in subsidiaries are carried at cost less provisions resulting from impairment.

Share-based payments

The financial effect of awards by the Company of options over its equity shares to employees of subsidiary undertakings is recognised by

the Company in its individual financial statements as an adjustment to its investment in subsidiaries with an opposite adjustment to equity.

The subsidiary, in turn, will recognise the IFRS 2 adjustment in its income statement with a credit (debit) to equity to reflect the deemed

capital contribution from (dividend to) the Company.

Key accounting estimates – impairment testing of investments in and amounts due from subsidiaries

The Company’s investments in and amounts due from subsidiaries have been tested for impairment by comparison against the value in

use for those entities. The key assumptions used in the model are consistent with those disclosed for the Group.

2. Investments in subsidiaries

The Company’s principal subsidiaries are listed in note 32 to the consolidated financial statements. In the Company’s financial

statements, investments in subsidiaries are held at cost less provision for any impairment. The Group applies IFRS 2 ‘Share-based Payment’.

Consequently, the Company recognises as a cost of investment the value of its own shares that it makes available for the purpose of

granting share options to employees or contractors of its subsidiaries. The net movement in investment in subsidiaries during the year was

£2.7m (2023: £9.2m). For 2024, the movement related to share-based payment charges of £2.7m in 2024 (2023: £0.5m) , the prior year

movement also included an impairment of the investment of 888 US Inc of £8.7m. The Company made no capital contributions during

the year (2023: £nil) in respect of incorporation of new subsidiaries.

3. Trade and other receivables

2024

£m

2023

£m

Other receivables and prepayments 3.1 0.9

Restricted short-term deposits 15.0 15.4

18.1 16.3

The carrying value of trade and other receivables approximates to their fair value. An expected credit loss assessment for material

balances has been performed. None of the balances included within trade and other receivables are past due and no material

expected credit loss provision is required in either year.

4. Share capital

The disclosures in note 27 to the consolidated financial statements are consistent with those for the Company, including capital

management in note 24 to the consolidated financial statements.

evoke plc Annual Report & Accounts 2024

166

5. Other payables and accrued expenses

2024

£m

2023

£m

Other payables and accrued expenses 1.7 5.8

1.7 5.8

The carrying value of other payables and accrued expenses approximates to their fair value. All balances included within trade and

other payables are repayable on demand.

6. Financial risk management

To the extent relevant to the Company’s financial assets and liabilities (see notes 3 and 5), the Company’s financial risk management

objectives and policies are consistent with those of the Group as disclosed in note 24 to the consolidated financial statements.

Interest-bearing loans and borrowings are disclosed in note 23 to the consolidated financial statements.

7. Share benefit charges

The disclosures in note 28 to the consolidated financial statements are consistent with those for the Company except that the charge for

the year is wholly taken to investment in subsidiaries, as set out in note 2.

8. Related party transactions

The aggregate amounts payable to key management personnel, considered to be the Directors of the Company, as well as their share

benefit charges are detailed in note 30 to the consolidated financial statements.

During the year, the Company did not pay dividends to its shareholders (2023: £nil) (see note 11 to the consolidated financial statements).

During the year, the Company did not receive any dividends from its subsidiaries (2023: £nil).

During the year, share benefit credits in respect of options and shares of the Company awarded to employees of subsidiaries totalled £nil

(2023: £1.5m). During the year, the Company did not charge its subsidiaries for the cost of awards (2023: £nil).

At 31 December 2024, the amounts owed by subsidiaries to the Company were £278.8m (2023: £252.5m).

2024

£m

2023

£m

Loans to subsidiaries 129.4 122.3

Amounts due from related parties 149.4 130.2

278.8 252.5

The Company has a loan receivable with its subsidiary, Gisland Limited. The balance of this loan at 31 December 2024 is £129.4m (31

December 2023: £122.3m). This loan accrues interest at an arm’s length rate which the Company recognises as interest income. This

loan is not repayable on demand and has no fixed date of settlement; it is therefore classified as a non-current asset. At the year end,

the recoverability of the loan was deemed to be impaired by £48.5m. The recoverability of the loan would have been impaired if the

assessment had been made at 31 December 2022, and subsequently, a prior year adjustment was made (see note 1).

The Company has a loan payable to its subsidiary, Random Logic Limited. The balance of this loan at 31 December 2024 is £21.3m (31

December 2023: £20.2m). This loan accrues interest at an arm’s length rate which the Company recognises as interest expense. This loan

is classified as a current liability given it is repayable on demand.

During the year, the Company has not repaid its subsidiaries (2023: £nil) and recorded £0.8m (2023: £0.8m) interest expenses in respect of

the loan with Random Logic, which were recharged to other Group entities.

At 31 December 2024, the amounts owed to subsidiaries by the Company were £131.4m (2023: £103.0m).

2024

£m

2023

£m

Loans from subsidiaries 21.3 20.2

Amounts due to related parties 110.1 82.8

131.4 103.0

9 Financial guarantees

The Company acts as guarantor for the Group’s following loan notes:

• €582.0m Senior Secured Fixed Rate Notes

• €450.0m Senior Secured Floating Rate Notes

• £400.0m Senior Secured Notes

The Company conducted an assessment of the value of the guarantees issued for the Loan Notes, considering the Group’s financial

position as at 31 December 2024. As the parent entity in the Group, the Company would ultimately assume the guarantee obligations

of its subsidiaries in the event of their inability to meet such obligations. As a result, the Company has recognised guarantee liabilities of

£5.7m as of 31 December 2024 (2023: £nil), representing the amount of expected credit losses as of the reporting date. Further details on

the loan Notes are provided in note 23 to the consolidated financial statements.

evoke plc Annual Report & Accounts 2024

167

Overview

Supplementary Information

Financial Statements

Governance

Strategic Report

Task Force on Climate-related Financial Disclosures (TCFD) Report

Relevant to the Group’s operations we continue to follow and be consistent to the TCFD’s recommendations, as

they remain an integral part of our climate reporting framework.

Statement of Commitment

This report provides our climate-related disclosures in alignment with the 11 recommendations of the TCFD framework, covering

governance, strategy, risk management, metrics, and targets. A summary of these disclosures is integrated into the ESG & Sustainability

section of this report on page 38. We remain committed to advancing our climate reporting practices and will continue to enhance our

processes and disclosures in line with evolving standards and best practices.

In 2024, we acknowledge the transition from the TCFD recommendations to the International Sustainability Standards Board (ISSB) IFRS

S1 and S2 Climate-related Disclosure standards, which incorporates the TCFD’s recommendations following its disbandment. We are

committed to refining our processes against emerging standards looking ahead.

Governance

We have a robust ESG governance framework, approved by the Board, which is implemented throughout the business in accordance

with the nature, scale, and complexity of our operations. This system ensures effective oversight and management of ESG risks and

opportunities at all levels of the Group.

Ownership of our related risk and opportunities

Our executive team is responsible for managing climate-related risks and opportunities on a day-to-day basis. The Group’s full

governance structure is displayed as below.

ESG governance organogram

Key

Advise, escalate, report

Delegates

Oversight & challenge

Information sharing

Board and oversight

Group Governance

ESG Governance

ESG Working Group

External Advisers

Chief Risk Officer

Company Secretary

Board of Directors

Board Chairman and Chair of the ESG Committee of the Board

ESG Committee of the Board

Executive Risk & Sustainability

Committee

ESG Strategic Initiative (SI) Steerco

(Chief Strategy Officer)

ESG Forum (Director of

ESG & Sustainability)

Chief

Strategy

Officer

People

Team

Corporate

Affairs

Player Safety

Team

Chief Risk

Officer

Chief People

Officer

Chief Legal

Officer

Director

of ESG &

Sustainability

ESG Team

Business Functions

Emissions Working Group

External risk consultants

Chief

Procurement

Officer

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evoke plc Annual Report & Accounts 2024

Full governance across our Board oversight and ESG structures:

Board of Directors

The Board is accountable for all climate-related risks and opportunities impacting the Group and for the net

zero targets set. Anne De Kerckhove is the Chair of the ESG Committee, appointed since October 2023. An

ESG update is a standing agenda item at every Board meeting. In 2024, the Board had an overview of the

Group’s transition plan, player safety plans and ESG ratings targets. In addition, it approves the alignment of

the ESG strategy to the UN Sustainable Development Goals and its new diversity targets. The Board receives

updates on climate issues from the ESG Committee of the Board via the Chair, supported by the Chief

Strategy Officer and Chief Risk Officer.

ESG Committee

of the Board

The ESG Committee of the Board comprises the Chair, Anne de Kerckhove, alongside Non-Executive Directors,

Mark Summerfield, and Ori Shaked.

The ESG Committee of the Board oversees all ESG-related matters, including strategy, targets, key

performance indicators, budgets, capital expenditures (capex), and performance objectives. Materiality

is defined as the threshold at which ESG issues become significant to evoke’s investors and stakeholders,

requiring public disclosure due to their potential to significantly impact strategy, financial results, or position,

based on differing materiality expectations. This threshold is continuously assessed by the ESG Committee

to ensure alignment with evolving stakeholder expectations. The Chief Risk Officer, leading the Risk and

Sustainability Committee, and the Chief Strategy Officer provide updates to the ESG Committee at each

Board meeting. In 2024, the ESG Committee of the Board met in full at least 6 times, discussing progress on all

three pillars, including approving the alignment of our ESG Strategy with the UN Sustainable Development

Goals, completing external training on gambling harms, and continued oversight of the development of the

Group’s Positive Play Score. The ESG Committee also approved the Group’s net zero transition plan during

the period.

Executive Risk

& Sustainability

Committee

The Risk and Sustainability Committee is a monthly executive management body that provides oversight to

assist the Board’s ESG Committee in managing risks related to the Group’s long-term strategic objectives. The

committee monitors performance against the Board’s risk appetite, evaluates the effectiveness of the risk

management framework, and ensures alignment of risk management decisions with long-term goals (refer

to the terms of reference on evoke’s corporate website). Chaired by the CRO, who oversees the Group Risk

principal ESG risks and the Group’s ESG strategy, regularly reports to the Board’s ESG Committee.

ESG SI Steerco

We created six strategic initiatives as part of our Value Creation Plan. We believe ESG can be a clear value

creator and making it an SI (strategic initiative) allows much closer focus to improve our capabilities in this

area, making our business future proof. Our aim is to embed sustainable thinking across the organisation,

super charging our ‘Players, People, Planet’ strategy. The executive sponsor responsible is the Chief Strategy

Officer supported by a steerco including our Chief People Officer, Chief Legal Officer, and Chief Risk Officer

with the Director of ESG and Sustainability leading a team of subject matter experts to deliver an enhanced

plan and strategy.

ESG Forum

The ESG Forum, led by the ESG & Sustainability Director, plays a key role in the Group’s governance structure

by coordinating and driving the Group’s ESG strategy. It brings together cross-functional teams, with

dedicated representatives from Procurement, Strategy, People, DE&I, Corporate Affairs, Compliance, Safer

Gambling teams, and attendance by the Chief Strategy Officer, who oversees the Group’s strategic initiatives.

The forum meets monthly to review ESG progress across Environmental, Social, and Governance pillars, with

a particular focus on climate change. It serves as an open space for all participants to raise issues, present

updates, and share feedback in line with the agenda. Action items are addressed in subsequent meetings

to ensure follow-through on decisions. The forum tracks environmental data through an external carbon

accounting platform, supported by internal data from the Procurement team to present progress towards

climate goals In 2024, the forum also provided updates on the incoming CSRD requirements and adopted a

collaborative approach to ESG. In addition to the forum, an Emissions Working Group was formed, consisting

of representatives from Procurement, Global Facilities departments, and the ESG team, to track emissions

performance and ensure the Group remains on the trajectory to meet net zero targets.

The Group’s

functions

Our Procurement team, led by the Chief Procurement Officer, is responsible for all environmental

management issues, including Scope 1, 2, and 3 GHG emissions. They collaborate with the ESG and

Sustainability Director and other business units, particularly Global Facilities, to develop strategies for reducing

total GHG emissions across the business. Procurement leads the implementation of best practices in emissions

monitoring and works to drive down emissions both within the Group and across the supply chain. In 2024, we

focused on engaging with our largest suppliers on their net zero goals and began developing a supplier code

of conduct. Additionally, the ESG team has worked more closely with internal audit functions and finance to

advance the Group’s steps towards new double materiality initiatives. Moving forward into 2025, the Group’s

CPO will have full oversight of the Group’s SBTi certification of our net zero and reduction goals.

169

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Governance

Financial Statements

Supplementary Information

Strategy

As part of our ESG strategy, ‘People, Players, and Planet’, we have placed the fight against climate change at the core of our plan. In

2024, we made significant progress embedding ESG across all aspects of the business, with ESG becoming a key strategic initiative

within the Group’s Vision Plan for the first time. We are committed to transitioning our business model to align with a 1.5°C world and

a net zero carbon economy, supported by a transition plan that we are continuously developing. Our strategic approach focuses on

addressing the climate-related risks and opportunities, both transitional and physical, that are material to our operations, while ensuring

full regulatory reporting compliance.

Climate-related scenario analysis

In H2 2024, the Group began evaluating the impact of our operations both upstream and downstream, considering materiality from both

impact and financial perspectives for the first time. For this report, we have included the 2022 climate-scenario analysis outputs, which

played a key role in shaping our ongoing climate strategy and decision-making throughout 2024. Climate-related risk management

and business planning are now integral to our processes, with ESG now included in the Group Risk Register for continual Board oversight.

In 2025, we will continue to collaborate across the Group to refine the outputs of our Double Materiality Assessment fully and focus on

climate-related impacts, risks, and opportunities.

Climate-related risks and opportunities identified over the short, medium and long term

Given the inherent uncertainty and widespread nature of climate change risks, the Group has modelled multiple time horizons and

conducted scenario analysis across three climate scenarios to assess exposure to both physical and transition risks through to 2100.

The selected timeframes reflect the long-term nature of climate-related impacts, while acknowledging that medium- and short-term

implications may also emerge and influence our strategy and operations.

Climate scenarios

In this exercise, management selected three climate scenarios, including a 2°C or lower scenario as recommended previously by the

TCFD, to ensure a comprehensive assessment of various potential climate transition pathways and their impact on the Group’s long-term

strategy and operations.

Climate-related scenarios used in the scenario analysis and sources:

Task Force on Climate-related Financial Disclosures (TCFD) Report

continued

High

No action

(3.0–4.0°C)

Limited action

(2.0–3.0°C)

Early action

(1.5–2.0°C)

Physical risksLow

Low Transitional risks High

2027 2028 2100

Short-term

Medium-term

Long-term

2024 2026

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evoke plc Annual Report & Accounts 2024

Below is a high-level overview of the key features of each warming scenario.

Overview Physical aspects Transitional aspects

Early action

(1.5–2.0°C)

• SSP1-2.6.

• Net zero emissions expected

from 2050 onwards.

• Warming stays well below 2°C

by 2100, with the aim of staying

within the 1.5°C threshold.

• Increase in the intensity and

frequency of extreme weather

events.

• Manageable changes across

most regions.

• Shifts in agriculture practices

may be observed.

• Implement policy changes to

limit warming to below 1.5°C.

• Rapid decarbonisation of

infrastructure and technology

is implemented in high

emitting sectors.

• Common use of fossil fuels is

ruled out with extremely limited

use by 2040.

Limited action

(2.0–3.0°C)

• SSP2-4.5

• Emissions expected to peak by

2050 but do not reach net zero

by 2100.

• Warming is estimated to be

around 2.7°C by 2100.

• Aligns with the more ambitious

pledges made under the

Paris Agreement.

• Further increased intensity

and frequency of extreme

weather events.

• In some global regions

conditions are unmanageable

under extreme

physical conditions.

• Considerable ecological

impacts expected.

• Shifts in agriculture

practices observed.

• Low lying regions become

vulnerable to sea-level rise.

• Some new climate policies

expected to be implemented.

• Limited decarbonisation in high

emitting sectors.

• Governmental policies

not consistently aligned to

mitigating climate change.

No action

(3.0–4.0°C)

• S SP 3 -7. 0.

• Emissions continue to rise

and are expected to double

by 2100.

• Warming is estimated to be

around 3.6°C by 2100.

• Prolonged, extreme

weather conditions.

• Areas uninhabitable.

• Large ecological destruction.

• Climate feedback effects

enforce rapid physical changes

and produce high uncertainty

around magnitude of impacts

from feedback.

• Very few climate policies

are introduced.

• Emissions are reduced gradually

through efficiencies only.

• Reasonable reliance globally

on fossil fuels.

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evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Governance

Financial Statements

Supplementary Information

Task Force on Climate-related Financial Disclosures (TCFD) Report

continued

Climate-related risks and opportunities identified and risk management

Through scenario analysis, a thorough assessment of climate-related risks and opportunities was conducted, focusing on those with the

potential to materially impact the Group. A comprehensive list of these risks was developed and refined as per this report. These risks and

opportunities span physical, legal, policy, and commercial aspects, influenced by global market dynamics. To address these challenges,

the Group has already implemented business-wide strategies, including mitigation, adaptation, and continuity planning, along with

ongoing monitoring and risk mechanisms to ensure resilience.

Our material climate-related risks identified during the scenario analysis

Transitional risks

Transitional risks refer to challenges that all companies face as it adjusts to a low-carbon economy, driven by shifts in policy, technology,

and market conditions. These risks arise from the need to comply with evolving regulations, adopt emerging green technologies, and

respond to changing consumer preferences. Under the TCFD framework, now incorporated within the ISSB IFRS S1 and S2 standards, the

most relevant transitional risks for the Group relate to market dynamics, policy and legal changes, and reputation. The Group actively

addresses these risks by continuing to develop alignment with new regulations, investing in innovative solutions, and engaging in

reputation management to ensure sustainable growth.

Physical risks

Physical risks refer to the potential impacts of climate change on a company’s operations, stemming from both acute and chronic

weather events. Acute physical risks arise from immediate, severe weather events, while chronic risks are related to long-term changes

in climate patterns. The most relevant physical risks identified for the Group include the increase in extreme acute weather events

locally, such as flash flooding from prolonged rainfall, as well as the growing frequency and intensity of acute weather events globally.

In addition, chronic risks, such as coastal flooding driven by rising sea levels, are also of concern. The Group proactively addresses

these physical risks through enhanced risk mitigation, including infrastructure resilience, disaster recovery planning, and ongoing

monitoring systems.

Transitional risks Physical risks

Market

Temporary increases to the cost

of living during the transition to

low carbon technologies

Acute Physical

• Increase in extreme acute

weather events locally and flash

flooding events from increased/

prolonged participation

• Increased frequency and intensity of

acute weather events globally

Policy and legal

Legislation introduced to ban

fossil fuel use for fuel and energy

generation and to favour renewable

energy generation

Chronic Physical

• Coastal flooding driven by sea

level rises

Reputation

Market/stakeholder pressure to switch

all sites onto renewable energy to meet

pledged carbon reduction and net

zero targets

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evoke plc Annual Report & Accounts 2024

Detailed topics identified during 2022 scenario analysis

Our previous TCFD-compliant scenario analysis table, detailing material physical climate-related risks and opportunities, has not been

included in this year’s Annual Report due to the evolving landscape of climate-related reporting frameworks. The TCFD framework,

primarily focused on financial materiality, has now been superseded by the IFRS S1 and S2 standards, which call for a broader, more

comprehensive approach to climate disclosures. The Group acknowledges the need for this shift and is transitioning to align with

these updated standards, which consider both the financial impacts of climate change and the Group’s broader environmental and

social impacts.

In line with this transition, our climate-related disclosures will aim to become aligned with IFRS, along with DMA methodology, ensuring

a more holistic view of climate-related risks and opportunities. The Group has reviewed the material physical risks and opportunities

identified in our 2022 scenario analysis, and our established risk management processes remain in place. These processes will continue to

be reviewed and updated annually, or more frequently as required.

Materiality and future scenario reporting

Following the acquisition of William Hill and renaming exercise, creating evoke, our methodology now encompasses all brands within the

Group, evaluating all relevant scenarios. This updated approach reflects the diverse impacts across our operations, including differing

acute weather conditions in our global offices and risks associated with our retail estate of LBOs in the UK.

We have incorporated enhanced risk management processes that address both transitional and physical risks as a result from climate

change, strengthening our ability to respond to immediate disruptions and long-term environmental changes. As part of this process,

we are defining specific KPIs and actions to measure our performance, with these metrics set to be disclosed in our first CSRD-compliant

reporting cycle. In areas where our processes are still evolving, we are actively developing strategies and action plans to drive progress.

The Group is committed to aligning with the full updated IFRS S2 and S1 standards in future reporting, ensuring robust climate-related

risk management and disclosures moving forward. The Group is committed to aligning with the full updated IFRS S1 and S2 standards in

future reporting, ensuring robust climate-related risk management and disclosures moving forward.

The impact of identified climate-related risks and opportunities on our business

As part of our broader strategy to drive energy efficiency and support our transition plan, we have already taken steps to reduce

exposure to key transition risks. Our focus remains on addressing these risks across operations, reducing our global carbon footprint,

optimising resource use, and improving energy efficiency. Below, we provide an overview of the climate-related impacts across our

strategy and global operations in the sector. Senior and executive management will continue to assess opportunities for mitigating the

most significant risks identified through climate-related scenario analysis.

Summary of the impact of climate-related issues on the Group’s strategy and brands

Category Impact on strategy and businesses

Products and

services

We provide entertainment to our customers through a service model, with most of our interactions taking

place online. As a result, our core digital product offering has a low direct environmental impact. We strive to

reduce GHG emissions from our global offices, licensed betting offices, and data centres; changes to our core

product offering as part of a transition to a low-carbon economy will be considered in the future in relation to

technology. The potential impact on our services is outlined in the scenario results earlier in this chapter along

with the relevant mitigations.

Supply chain and

value chain

The transition risks identified by the scenario analysis in a low-carbon economy will also be faced by our

business’s supply chain and wider value chain, which may lead to increases in prices and further cost

increases. The importance of the supplier engagement activities and engaging with others in the value chain

is key during the transition plan.

Operations

To manage exposure in the 3–4°C scenario where physical risk dominates, our priority is to focus on actions

to preserve the continuity of the business should any of the material physical risks materialise. The impact on

operations and location of facilities will need to be reviewed in response to the coastal flooding risk identified,

and a mapping exercise undertaken to assess this risk and consideration given to changing site locations

if required.

Acquisitions or

divestments and

access to capital

The climate-related risks and opportunities identified by the scenario analysis will be considered during any

future acquisitions, divestments, or access to capital decisions made as part of the ESG Committee of the

Board’s overall decision-making process.

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evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Governance

Financial Statements

Supplementary Information

Resilience of our strategy to climate change considering different climate-related scenarios

The Group’s ESG strategy is reviewed annually by the Board and periodically by the ESG Committee to ensure its continued relevance

and resilience to evolving sector requirements and climate regulations. Climate scenario analysis will be conducted periodically or

following significant business changes, in line with governmental guidance and audit best practices. Climate scenario analysis will be

conducted periodically or following significant business changes, in line with governmental guidance and best practices. Elements of

the strategy may be updated more frequently based on shifts in the external or internal environment. Our net zero plan, and governance

framework, strengthen the business’s resilience across various climate change scenarios. While progress has been made, we recognise

the ongoing need to evolve our approach to meet future ESG and climate-related disclosure requirements.

Our strategy and future net zero plans ensure resilience to a range of climate-related scenarios by integrating environmental impact

considerations, allowing us to adapt proactively to evolving risks and opportunities in the face of climate change.

Risk management

Climate change is integrated into our risk management framework, with the Board assessing its significance to the business, including

impact, likelihood, and risk appetite. Risks are managed within the context of the Board’s defined risk appetite, with business risks

identified, assessed, monitored, and reported in line with the Risk Management Policy. The Executive Risk and Sustainability Committee

oversees compliance and tracks action progress. Our teams stay informed about emerging regulatory risks and actively identify climate-

related risks and opportunities, which are escalated for discussion at the ESG Committee, and ESG SI Steerco where applicable to our

strategy. The Director of ESG and Sustainability advises executive management on mitigation and adaptation, with key data sourced

from the Procurement team. Our strategy towards sustainability is supported by dedicated ESG reporting, ensuring compliance and

transparency with legislation. We acknowledge the importance of robust systems to support both current and future climate-risk efforts.

For further details on the Risk functions’ physical risks and uncertainties towards ESG, please refer to the Risk Management section on

page 54.

Moving forward, we will deepen our focus on climate and ESG risks by establishing dedicated working groups toward CSRD planning,

comprised of key ownerships, to analyse metrics, set targets, and support action plans. This will include expansion of our preliminary

Double Materiality Assessment, alignment with ESRS, and sustainability reporting across the markets in which we operate. Risk, legal, and

compliance functions play a crucial role in this process, alongside efforts to educate employees and foster a culture of sustainability

awareness across the organisation.

Future priorities will additionally include review and update of our supporting ESG and Procurement policies and commitment

statements. This is in tune with our regular review of both our ESG Committee and Executive Risk and Sustainability Committee Terms

of References.

Metrics and targets

The Group’s climate-related metrics, targets, and streamlined energy and carbon reporting requirements are outlined in the

following pages.

Monitoring our progress – cross-industry climate-related metrics and targets

We consistently review our climate metrics and targets to ensure data accuracy and completeness, while also ensuring these metrics

deliver the insights necessary for both the Group and stakeholders to effectively monitor performance and track progress. The table

below highlights our approach and progress using cross-industry metrics, demonstrating our commitment to transparent, actionable

reporting, and ensuring we view plans ahead.

Task Force on Climate-related Financial Disclosures (TCFD) Report

continued

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evoke plc Annual Report & Accounts 2024

Our approach and progress with the TCFD climate cross-industry metrics

TCFD cross-

industry metric

category The Group’s approach 2024 progress and future priorities

GHG emissions

Metrics:

Our absolute GHG emissions, and intensity ratios

are found on page 177. The methodology and data

sources for calculating the GHG emissions is also

contained within this section.

Our climate targets

• Net zero target (Scope 1 and 2) by 2030

• Net zero target (Scope 3) by 2035

Year on year our emissions decreased 12% across

our full value chain. Our Scope 1 and 2 emissions

increased by 2%. This is mainly due to our fugitive

emissions increasingly in 2024, identified during

maintenance across our UK retail estate, increasing

by 50% in the year. An additional impact to Scope 2

emissions was the impact of increase usage of non-

renewable energy in Israel and the alteration of our

internal data advancing to alternative methodology

conversion factors. Our Scope 3 emissions decreased

by 12%, primarily due to a new supplier to manage

waste generated in operations, use of a new supplier

in the UK and improved data quality for upstream

transportation and distribution.

Environmental metrics and targets:

The full utilisation of the Normative platform in

procurement activities has significantly enhanced

our reporting capabilities in this area which has given

the Group a strong platform to enhance disclosures.

Discussions started in 2024 concerning SBTi certification

supported by Normative, which is a priority in 2025.

Transition risks

Scenario analysis was completed in 2022, which

identified three material transition risks, including:

• Regulations being introduced to place a ban on

fossil fuels and/or the introduction of legislation to

favour renewable energy generation; and

Economic constraints in a low-carbon economy

may result in customers having less disposable

income to spend on leisure and gambling activities.

We continue to reduce our exposure to regulatory

transition risks, in turn during 2024 holding additional

Forums, Emissions Working Groups, and overall cross-

department collaboration as part of an improved

governance structure.

As our transition plan continues to evolve, and actions

aligned to financial and impact materiality, we will

continue to assess the need to develop future metrics

to measure the extent of business activities vulnerable

to transitional risks.

Physical risks

Scenario analysis was completed in 2022, which

identified three material physical risks. One of the

physical risks related to coastal flooding driven by

sea level rise.

Action was taken in 2024 to preliminary lintroduce

discussion on Double Materiality Assessment.

As our transition plan continues to evolve, and

actions towards IROs, we will assess future metrics to

measure the extent of business activities vulnerable to

physical risks.

Capital

deployment

Our initial scenario analysis identified material

climate-related opportunities, including:

• Cost of delivering on the Group’s

decarbonisation ambitions over time; and

• energy efficiency and long-term energy security

from renewable energy generation.

Further focus areas relevant to climate related

IROs will be adapted in 2025 under our

strategic initiatives.

We continue to look for opportunities to drive efficiency

of spend and long-term security of renewables across

the Group. Within our ESG governance structures, we

discuss energy efficiency and emission reductions

across our global facilities. Internal and external data

gathered, with strong improvements gained from

our now embedded carbon accounting platform,

Normative, has allowed in 2024 stronger analysis

of focus areas. The Long-term power purchase

agreements secured in the UK for our retail estate in

2023 has aided our progress in 2024. In 2024, smart

meters (AMRs) powered by AI integration (EMMA

AI) were installed across the majority of our UK retail

estate to enhance efficiency. This includes successful

completion of our project to install waterless urinals

as part of resource reduction. Surveys have been

completed across our LBOs to consider our options

on greener technologies and supporting our ESOS

compliance. However, leasehold barriers are relevant.

We continue to consider how we can improve reducing

emissions from employee commuting and business travel.

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evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Governance

Financial Statements

Supplementary Information

Our approach and progress with the IFRS S2 climate cross-industry metrics continued

Cross-industry

metric category The Group’s approach 2024 progress and future priorities

Internal carbon

prices

An internal carbon price has not been adopted

by the Group to date as the focus has been our

transition and three priority initiatives to reduce

GHG emissions.

At present we do not see that carbon pricing is relevant

to our operations and current priorities. Evaluation will

be ongoing, and we will review this as appropriate if

deemed as needed to assist decarbonisation from an

operational perspective.

Executive

remuneration

The ESG Committee of the Board reviews the

implementation of the ESG strategy and considers

the extent to which additional ESG metrics and

targets (including climate change-focused) should

be incorporated into executive remuneration.

Any environmental metrics may be proposed as

part of the ESG strategic initiatives and emissions

analysis to support long-term sustainable growth, this

is weighted alongside safer gambling and community

citizenship. More focussed climate-related targets aim

to be incorporated into executive performance and

remuneration in 2025.

Climate reporting – GHG emissions

Methodology and data sources

We continue to use the Normative carbon accounting platform to calculate our footprint. The Normative approach is in line with the

Greenhouse Gas Protocol. Utilising this methodology, our emissions are now based on 76% spend data, primarily within Scope 3 Category

1 purchased goods and services. For spend assumptions we have utilised Environmentally-Extended Input Output (EEIO) models (source

primarily Exiobase v3.8.2). The remaining data is covered by activity data, which relates mainly to utility data (sources include: DESZN

(previously DEFRA), AIB and IEA). We acknowledge that variances can exist and where required, we ensure that any re-baselining

activities are completed accordingly.

In 2024, we have begun to engage with our key suppliers to gather supplier-specific emissions data. This will allow us to enhance

the quality of our Scope 3 emissions estimates, particularly within Category 1 purchased goods and services. Our priorities in 2025,

are to continue to engage with our suppliers and seek to utilise supplier-specific data in our Scope 3 calculations, replacing EEIO

spend assumptions.

Summary of our performance and factors across the all scopes for 2024:

• Scope 1 (data source: DESZN, previously DEFRA): Scope 1 emissions increased in 2024 due to a rise in fugitive emissions from UK LBOs,

driven by 24 additional leakages compared to 2023. Resolution and mitigation efforts are underway.

• Scope 2 (data source: IEA/AIB): Scope 2 emissions saw a small 1% increase, primarily driven by a 27% rise in emissions at the Israel office

using market-based data with a higher conversion factor. However, Scope 2 location-based data, based on a new methodology,

improved by 10% compared to previous internal data gathering.

• Scope 3 (data source: Exiobase v3.8.2): Our figures have positively decreased year on year due to a change in methodology and

move to a new UK supplier as part of our efforts. This has predominantly been due to a decrease in tCO

e from purchased goods and

services. Updates on areas with significant change:

• Purchased goods and services: New databases and classification system have led to improved data quality from service

categorisations. Increased supplier engagement planned. (Spend data)

• Capital goods: Merged with purchased goods and services due to data overlap. (Emissions reported in Category 1)

• Fuel and energy: Linked to Scope 1 & 2 kWh changes, follows UK government dataset. (Activity data)

• Waste: New waste data has been added, spend added to purchased goods and services per best practices. (Activity data)

• Employee commuting: New methodology with sampling of colleague data utilised, considers WFH emissions. A focus for

2025 surrounds gathering larger data sets from survey engagement to further representation of colleagues across the globe.

(Activity data)

• Downstream leased assets: All site emissions not included in Scopes 1 & 2.

• Investments: Data used, future alignment with PCAF planned.

All figures are reported under the Greenhouse Gas Protocol Corporate Accounting and Reporting Standard. The calculation

methodology for GHG emissions is outlined in the above methodology and data sources section of this report.

Task Force on Climate-related Financial Disclosures (TCFD) Report

continued

176

evoke plc Annual Report & Accounts 2024

Our net zero targets and absolute GHG emissions

Scope Targets

FY23

Global

emissions

(tCO

FY24

Global

emissions

(tCO

FY23/24

% change

Scope 1 Net zero by 2030: achieve 80% reduction in

total Scope 1 & 2 from 2023 baseline

(market-based)

860 892 4

Scope 2 (market-based) 2,465 2,497 1

Total Scope 1–2 (market-based) 3,325 3,389 2

Scope 2 (location-based) 12,795 11, 54 8 −10

Scope 3 Net zero by 2035: using the ‘80 by 60’ strategy 125,404 110, 395 −12

Total emissions (market-based) Net zero by 2035 across the Group’s entire

value chain

128,729 113 , 78 4 −12

A. 2023 emissions have been updated by a small variance due to improved data collections based on actuals from global offices, compared to estimates

or data previously unobtainable from Israel during transition period in previous years.

Our Scope 3 emissions per category

Scope 3 category

FY23

Global

emissions

(tCO

FY24

Global

emissions

(tCO

e) % change

% of

Total

Scope 3

Emissions

Category

Purchased goods and services 102,723 90,957 −11 82.4

Investments 3,179 3,195 0 2.9

Fuel- and energy-related activities 3,576 3,787 6 3.4

Employee commuting 10,656 9,98 5 −6 9

Business travel 2,655 1,650 −38 1.5

Upstream transportation and distribution 2,244 768 −66 0.7

Waste generated in operations 371 53 −86 0

Total 128,729 113 , 7 8 4 −12

A. 2023 emissions have been updated by a small variance due to addition of improved data collections and new methodology introduced in 2023 after

re-baselining. Improved data quality for categorisation and a new UK supplier.

Streamlined Energy and Carbon Reporting requirements (SECR)

The Group’s Streamlined Energy and Carbon Reporting requirements (SECR) are shown in the table below. The methodology used is the

GHG Protocol. The energy and carbon reports are aligned with the boundaries of the financial statements. We continue to drive ongoing

improvements around energy efficiency around the business, building on the significant progress of securing long-term renewable power

purchase agreements, smart meter installations, and supporting AI technology across our UK retail estate.

Intensity ratio

We will report our emissions intensity ratios in the following areas:

• GHG emissions per headcount (CO

e/employee);

• emissions per turnover in GBP (CO

e/£m).

Our global energy and GHG emissions intensity ratios

Corporate metric/year 2024 parameter amount

Global energy consumption (kWh) 55,776,270.0 0

Revenue 1,754.6m (£)

Scope 1 emissions (tCO

e) 891.70

Scope 2 emissions (location based) (tCO

e) 11,548.00

Scope 2 emissions (market based) (tCO

e) 2, 497. 0 0

Total Scope 1 and 2 emissions (tCO

e ) 14,045

Emissions per turnover CO

e ratio/£m 64.85

Emissions per headcount tCO

e/employee ratio 10.71

Total headcount* 10,622

*As of 31 December 2024

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evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Governance

Financial Statements

Supplementary Information

Environmental initiatives

We have focused on reducing waste, water usage and plastic across our operations. In 2024, the Group focused on data quality,

reducing emissions, water usage, and utilising green technologies.

Our key wider environmental initiatives in 2024:

• ESG as a core strategic priority: Formalised ESG as a key strategic initiative for the Group, establishing the ESG Strategic Initiative

Steering Committee (SI Steerco) to oversee governance, drive improvements, and ensure accountability.

• Smart metering for energy efficiency: Successfully implemented smart meters across our UK retail estate LBOs, for ongoing reductions

in energy consumption. Key initiatives, such as optimising shutdown procedures overnight, have helped eliminate unnecessary energy

usage and drive operational efficiency.

• Water reduction initiatives: Piloted waterless urinals as part of our broader commitment to reducing water consumption, contributing to

our sustainability goals and operational efficiencies.

• Supplier engagement and net zero focus: Began working on net zero focused criteria in procurement processes, marking the

development of our first Supplier Code of Conduct to ensure alignment with our sustainability objectives throughout our supply chain.

• Alignment with UN Sustainable Development Goals (SDGs): Embedded our commitment to the UN SDGs within our ESG strategy,

ensuring that our sustainability initiatives are in line with global best practices.

• Carbon footprint management: No carbon offsetting was required, reflecting our proactive measures in reducing emissions and

enhancing operational sustainability.

ESG disclosures and ratings

In 2024, we made significant progress in our ESG strategy, risk management, and performance, as reflected in the following independent

ratings and disclosures:

• CDP Score: B− (improved from previous year of C)*

• S&P Global ESG Score: 27/100, with an overall S&P Global CSA Score of 25/100 (an increase by +1 compared to 2023)

• FTSE4Good Index: 3.6/5

• MSCI ESG Score: AA (strong compared to peers, with AAA as the highest)

• Morningstar Sustainalytics: 18.2 (low risk)

We are committed to continuous ESG improvement and strive for improving scores year-on-year. New ratings for those with an asterisk will

be available in early H1 2025 and incorporated into the Planet section on our corporate website.

Climate scenario analysis methodology

The Group’s 2022 scenario analysis was completed in line with recommendations published by the TCFD and aligns closely with ISO 14091

(2021) and other publicly available resources. A qualitative approach was used, and the level of action required to respond to the risk

was identified. This approach was used to ensure that a clear narrative around the scenarios and the associated risks was developed first

before attempting extensive quantification, which without the former may have been arbitrary. The key features of the climate scenarios

are detailed on page 171 and the results of the scenario analysis are accessible within our 2023 Annual Report & Accounts through

evoke’s corporate website.

Limitations of the scenario analysis process

The following limitations were identified during our scenario analysis process:

• The definition of likelihood is assigned based on qualitative (opinions using scientific understanding of climate change and timescales)

rather than quantitative aspects. This may allow for inconsistencies in determining likelihood, which is subsequently used to rank risks

by materiality. When revisiting scenario analysis in the future other variables in place of ‘likelihood’ could be used to assign materiality

such as ‘impact on company objectives vs level of action required’.

• The scenarios are built around published climate models, reports, and other resources. There are limitations within the climate models

themselves and the narrative these generate due to the high levels of scientific uncertainties embedded into climate change.

• The scenario analysis considers three time horizons, one of which (short) is only up to five years. Company strategy is often built

around short time horizons (financial forecasts and company objectives etc.) rather than long time horizons (e.g. up to 2050) due to

increased uncertainty. Considering long time horizons is often unfamiliar and uncomfortable for organisations but is a requirement

when considering impacts of climate change. This continues to be a focus area in the Group’s net zero transition plan and overall ESG

strategy that has been developed since our scenario analysis was completed.

Task Force on Climate-related Financial Disclosures (TCFD) Report

continued

178

evoke plc Annual Report & Accounts 2024

People data

Gender data:

Women on the Board as of 31 December 2024: We had four female Board members out of nine (including the Executive Directors)

Number

of Board

members

Percentage

of the Board

Number

of senior

positions

on the

Board

(CEO,

CFO,

SID and

Chair)

Number in

executive

management

as at 31

December

2024

Percentage

in executive

management

Number

in senior

management

as at 31

December

2024

Percentage

in senior

management

Men 5 56% 3 10 83% 45 66%

Woman 4 44% 1 2* 17% 22 33%

*Includes Company Secretary

Women in Product & Tech business unit

Gender 2024 % 2023 %

Male 1,107 7 7.3 % 1,077 78.38%

Female 325 22.7% 297 21.6%

Overall 1,432 1,374

% of women in junior management positions

2024 45%

2023 43%

% of women in management positions in revenue-generating functions

2024 50%

2023 48%

*(Market P&L business units only – UK Market (Online & Retail), International Market & US Market, Managers only)

Total gender breakdown

Gender 2024 2023

Category Headcount % Headcount %

Male 5,764 54.3% 6,085 53.7%

Female 4,858 45.7% 5,251 46.3%

Overall 10,622 11, 33 6

% of women in STEM-related position (Product & Tech business unit/Total HC)

2024 2023

22.7% 21.6%

Company breakdown

2024

Retail 6,695

Corporate & Online 3,927

Total 10,622

ESG Supplementary Data

179

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Governance

Financial Statements

Supplementary Information

Workforce statistical data:

Ethnic background reporting as of 31 December 2024

Number

of Board

members

Percentage

of the Board

Number

of senior

positions on

the Board

(CEO, CFO, SID

and Chair)

Number

in senior

management

(Executive

Committee

and its

direct reports

Percentage

in senior

management

(Executive

Committee

and its

direct reports)

White British or other white

(including minority-white groups)

9 100 4 41 61.2%

Mixed/multiple ethnic groups 1 1.5%

Asian/Asian British 3 4.5%

Black/African/Caribbean/

Black British

Not specified/prefer not to say 22 32.8%

Breakdown of workforce by age

2024 2023

Category Headcount Distribution Headcount Distribution YoY Change

18–24 1,539 14.5% 1,591 14.1% 0.4%

25–34 3,552 33.4% 3,960 34.9% −1.5%

35–44 2,693 25.4% 2,812 24.8% 0.6%

45–54 1,395 13.1% 1,519 13.4% −0.3%

55–64 1,165 11. 0 % 1,180 10.4% 0.6%

65+ 278 2.6% 274 2.4% 0.2%

Overall 10,622 11, 3 3 6

Breakdown of employees by part-time vs full-time

Type 2024 % 2023 %

Full time 5,903 55.6% 6,676 58.9%

Part time 4,719 44.4% 4,660 41.1%

Total 10,622 11, 3 36

Breakdown of employees by contract type

Type 2024 %

Permanent 10,566 99. 5%

Temporary 56 0.5%

Total 10,622

ESG Supplementary Data

continued

180

evoke plc Annual Report & Accounts 2024

Contractors (agency workers, franchise workers and third-party employed staff)

2024 2023

116 138

Total number of new hires

Still active (Dec-24) 3,284

Internal moves filled vacancies

2024

525 44.0%

2023

358 46.3%

Total employee turnover rate

2024 2023

Overall: 33.7% 36.0%

Volume roles: 26.8% 27. 0 %

Non-volume roles: 35.9% 40.2%

Voluntary employee turnover rate

2024 2023

Overall: 23.0% 32.6%

Volume roles: 11. 7% 16.6%

Non-volume roles: 2 9. 4% 32.2%

Learning and employee engagement data:

Metric description

2024 2023

Average amount spent per FTE on training

and development

£98.1 £130.5

Average hours per FTE of training and

development

19.4 16.5

Hours volunteered 3,987 3,172

Mandatory learning breakdowns (selective topics)

AML Completion rate

Global Anti-Money Laundering Refresher

Learning – 2024

99.7%

AML Refresher Learning 2024 – Retail 99.9%

Ontario AML 100.0%

Overall across AML courses 99. 8%

Cyber Security Completion rate

Cyber Security 2024 99. 4%

Overall across cyber security courses 99. 4%

Data Protection Completion rate

Data Protection 2024 99. 6%

Overall across data privacy courses 99.6%

Safer Gambling Completion rate

Player Safety 2024 99.1%

Overall across safer gambling courses 99.1%

Employee engagement data:

Employee engagement: Coverage: 100%; Response rate: 86%

% employees who are in receipt of an engagement survey, Aggregated Peakon response rate

Employee engagement rate (ENPS): eNPS – Overall: 10; 2024: 10; 2023: 11 (−1% YoY)

eNPS for question “How likely is it that you would recommend evoke plc (888/William Hill) as a place to work”

181

evoke plc Annual Report & Accounts 2024

Overview

Strategic Report

Governance

Financial Statements

Supplementary Information

Shareholder services

All enquiries relating to Ordinary Shares,

Depository Interests, dividends and

changes of address should be directed

to the Group’s Transfer Agent:

MUFG Corporate Markets

Central Square,

29 Wellington St

Leeds

LS1 4DL

Tel: 0371 664 0391

Email:

shareholderenquiries@cm.mpms.mufg.com

www.signalshares.com

Principal bankers

Barclays Bank Plc

1 Churchill Place

London

E14 5HP

Legal advisers

Latham & Watkins

99 Bishopsgate

London

EC2M 3XF

Hassans

57/63 Line Wall Road

Gibraltar

Herzog Fox Neeman

Asia House

4 Weizman Street

Tel Aviv

Israel 64239

Company Secretary

The Company Secretary is Elizabeth Bisby.

Email: corporate.secretary@evokeplc.com

Strait Secretaries Limited

57/63 Line Wall Road

Gibraltar

External auditors

Ernst & Young LLP

1 More London Place

London

SE1 2AF

EY Limited

PO Box 191 Regal House

Queensway

Gibraltar

Corporate brokers

Jefferies International Limited

Deutsche Numis

Registered office

evoke plc

Suite 601/701 Europort

Europort Road

Gibraltar

Tel: +35020049800

evoke plc

1 Bedford Avenue

London

WC1B 3AU

Further information

Further information about the Group

can be found on our corporate website:

evokeplc.com

To contact the Investor Relations team

email: ir@evokeplc.com

To contact the Company Secretary email:

corporate.secretary@evokeplc.com

Shareholder Information