Statement regarding Playtech plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

2 February 2022

Statement regarding Playtech plc

On 17 October 2021 the Boards of Aristocrat Leisure Limited ("Aristocrat") and Playtech plc ("Playtech") announced the terms of a recommended all cash offer pursuant to which Aristocrat, through a wholly-owned subsidiary, would acquire the entire issued and to be issued ordinary share capital of Playtech at 680 pence for each Playtech share (the "Recommended Acquisition"). Playtech shareholder meetings convened for the purposes of considering the Recommended Acquisition will be held later today, 2 February 2022 (UK time).

We understand that based on proxy votes received to date, a majority of votes cast were in favour of Aristocrat's Recommended Acquisition, albeit short of the 75% threshold required to implement the Recommended Acquisition under Isle of Man law. As a result, the Recommended Acquisition is expected to lapse.

Aristocrat's Recommended Acquisition attracted support from the majority of Playtech shareholders who have voted to date. Aristocrat understands that a number of material investors who have not engaged meaningfully about their views on the Recommended Acquisition account for the majority of votes cast against, effectively blocking the Recommended Acquisition.

Based on public disclosures, the majority of these shareholders arrived on Playtech's register after the announcement of the Recommended Acquisition. Aristocrat has taken every possible step to engage with this group of shareholders and progress the Recommended Acquisition, and to consider all options including alternate transaction structures.

Aristocrat CEO and Managing Director, Trevor Croker, said "We are disappointed that our recommended offer to acquire Playtech plc is expected to lapse. Notwithstanding extensive due diligence on Aristocrat's part, developments since the announcement of our offer have been highly unusual and largely beyond Aristocrat's control.

"In particular, the emergence of a certain group of shareholders who built a blocking stake while refusing to engage with either ourselves or Playtech materially impacted the prospects for the success of our offer, which had been recommended by the Board of Playtech plc.

"The long term interests of our shareholders are the absolute focus of M&A at Aristocrat. We will always take a highly disciplined, strategic approach to our investment choices, consistent with our customer-centric philosophy.

"Aristocrat has entered into 2022 with excellent operational momentum, flexibility and resilience with continued strong product-led performance across Gaming and Pixel United. We look forward to providing further detail to shareholders at our upcoming AGM later this month.

"From a strategic perspective, Aristocrat's commitment to participate in the online RMG segment will not change. In the future, online RMG capability will be one way we deliver new and connected experiences that leverage our world-leading content, and unlock additional value across Aristocrat's portfolio while deepening customer engagement.

"Our focus now shifts to accelerating our plans for alternative online RMG scaling options, and continuing to execute our growth strategy, in a way that is consistent with our rigorous investment criteria, high regulatory standards and integrity. We look forward to sharing more details with shareholders as we move forward" Mr Croker concluded.

Linklaters LLP is retained as English legal adviser and Allens as Australian legal adviser to Aristocrat and Bidco.

About Aristocrat Leisure Limited

Aristocrat Leisure Limited (ASX: ALL) is a leading global gaming content and technology company and top-tier mobile games publisher, with more than 6,500 employees in over 20 locations around the world. Aristocrat offers a diverse range of products and services including electronic gaming machines, casino management systems and free-to-play mobile games. The company's regulated gaming products are approved for use in more than 300 licensed jurisdictions and are available in more than 100 countries. For further information visit https://power-of-play.com/.

Important notices

Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Aristocrat, Bidco and the Aristocrat Group and no one else in connection with the Recommended Acquisition and will not be responsible to anyone other than Aristocrat and Bidco for providing the protections afforded to clients of Goldman Sachs International, nor for providing advice in connection with the Recommended Acquisition or any transaction or arrangement referred to herein.

This Announcement is for information purposes only and does not constitute or form part of an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Recommended Acquisition or otherwise.

The Recommended Acquisition shall be made solely by means of the Scheme Document (or, in the event that the Recommended Acquisition is implemented by means of a Takeover Offer, the offer document) which, together with the Forms of Proxy, contain the full terms and conditions of the Recommended Acquisition, including details of how to vote in respect of the Recommended Acquisition.

Forward-looking Statements

This Announcement (including information incorporated by reference into this Announcement), oral statements made regarding the Recommended Acquisition, and other information published by Playtech, any member of the Playtech Group, Bidco, Aristocrat or any member of the Aristocrat Group contain statements which are, or may be deemed to be, "forward-looking statements" (including "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995). Such forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which Playtech, any member of the Playtech Group, Bidco, Aristocrat or any member of the Aristocrat Group or the Combined Group shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements.

The forward-looking statements contained in this Announcement relate to Playtech, any member of the Playtech Group, Bidco, Aristocrat or any member of the Aristocrat Group or the Combined Group's future prospects, developments and business strategies, the expected timing and scope of the Recommended Acquisition and other statements other than historical facts. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "will look to", "would look to", "plans", "prepares", "anticipates", "expects", "is expected to", "is subject to", "budget", "scheduled", "forecasts", "synergy", "strategy", "goal", "cost-saving", "projects", "intends", "may", "will", "shall" or "should" or their negatives or other variations or comparable terminology. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Playtech, any member of the Playtech Group, Bidco, Aristocrat or any member of the Aristocrat Group's operations and potential synergies resulting from the Recommended Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Playtech's, any member of the Playtech Group's, Bidco's, Aristocrat's or any member of the Aristocrat Group's business.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that shall occur in the future. These events and circumstances include changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates, future business combinations or disposals, and any epidemic, pandemic or disease outbreak. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors.

None of Playtech, any member of the Playtech Group, Bidco, Aristocrat or any member of the Aristocrat Group, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement shall actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward-looking statements.

Specifically, statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of the Combined Group, there may be additional changes to the Combined Group's operations. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated.

The forward-looking statements speak only at the date of this Announcement. All subsequent oral or written forward-looking statements attributable to any member of the Aristocrat Group or Playtech Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

Playtech, each member of the Playtech Group, Bidco, Aristocrat and each member of the Aristocrat Group expressly disclaim any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.

Publication on website

A copy of this Announcement shall be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Aristocrat's website at https://power-of-play.com/ by no later than 12 noon (London time) on the Business Day following this Announcement. For the avoidance of doubt, the contents of this website are not incorporated into and do not form part of this Announcement.