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MHP Communications 44 (0) 20 3128 8100Reg HoareTim RowntreeAdam LevitonThe statements contained in this Announcement are made as at the date of this Announcement, unless someother time is specified in relation to them, and publication of this Announcement shall not give rise to anyimplication that there has been no change in the facts set forth in this Announcement since such date. Nothingcontained in this Announcement shall be deemed to be a forecast, projection or estimate of the future financialperformance of Playtech or the Playtech Group or Plus500 or the Plus500 Group except where otherwisestated.IMPORTANT NOTICE:Canaccord Genuity, which is authorised and regulated in the United Kingdom by the Financial ConductAuthority, is acting exclusively as financial adviser, Sponsor and broker for Playtech and no one else inconnection with the Acquisition and other matters referred to in this Announcement and will not be responsibleto any person other than Playtech for providing the protections afforded to clients of Canaccord Genuity norfor giving advice in relation to the Acquisition or any other matter or arrangement referred to in thisAnnouncement.Liberum, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is actingexclusively as Nominated adviser and broker to Plus500 and no one else in connection with the Acquisitionand other matters referred to in this Announcement and will not be responsible to any person other thanPlus500 for providing the protections afforded to clients of Liberum nor for giving advice in relation to theAcquisition or any other matter or arrangement referred to in this Announcement.Further information:This Announcement is for information purposes only and does not constitute an offer to sell or an invitation topurchase any securities or the solicitation of an offer to buy any securities, pursuant to the Acquisition orotherwise. The Acquisition will be made solely by means of an Information Statement to be sent to the Plus500Shareholders, which will contain the full terms and conditions of the Acquisition, including details of how theAcquisition can be approved.Playtech accepts no responsibility for the information contained in this announcement that relates to Plus500and any member of the Plus500 Group and the recommendation of the Plus500 Directors in relation to theAcquisition. Plus500 accepts no responsibility for the information contained in this announcement other thanthat which relates to Plus500 and any member of the Plus500 Group and the recommendation of the Plus500Directors in relation to the Acquisition.Overseas jurisdictions:The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law.Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions shouldinform themselves of, and observe, any applicable requirements. Any failure to comply with these restrictionsmay constitute a violation of securities laws of any such jurisdictions. To the fullest extent permitted by law,Playtech and Plus500 disclaim any responsibility or liability for the violation of such restrictions by such person.Persons who are residents in the United Kingdom should inform themselves of, and observe, any applicablelegal or regulatory requirements of their jurisdiction.Cautionary note regarding forward looking statements:This Announcement contains certain forward looking statements with respect to the financial condition, resultsof operations and businesses of Playtech and Plus500 and their respective Groups, and certain plans andobjectives of Playtech. All statements other than statements of historical fact are, or may be deemed to be,

forward looking statements. Forward looking statements are statements of future expectations that are basedon management's current expectations and assumptions and involve known and unknown risks anduncertainties that could cause actual results, performance or events to differ materially from those expressedor implied in these statements. Forward looking statements include, among other things, statementsconcerning the potential exposure of Playtech and Plus500 to market risks and statements expressingmanagement’s expectations, beliefs, estimates, forecasts, projections and assumptions, including as to futurepotential cost savings, synergies, earnings, cash flow, return on average capital employed, production andprospects. These forward looking statements are identified by their use of terms and phrases such as"anticipate", "believe", "could", "estimate", "expect", "goals", "intend", "may", "objectives", "outlook", "plan","probably", "project", "risks", "seek", "should", "target", "will" and similar terms and phrases.Each forward looking statement speaks only as of the date of this Announcement. None of Playtech, thePlaytech Group, Plus500 or the Plus500 Group undertakes any obligation to publicly update or revise anyforward looking statement as a result of new information, future events or otherwise, except to the extent legallyrequired. In light of these risks, results could differ materially from those stated, implied or inferred from theforward looking statements contained in this Announcement.Rounding:Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly,figures shown for the same category presented in different tables may vary slightly and figures shown as totalsin certain tables may not be an arithmetic aggregation of the figures that precede them.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY ORINDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE AVIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.1 June 2015Recommended cash acquisition of Plus500 Ltd by Playtech plc1. IntroductionThe Boards of Playtech and Plus500 are pleased to announce that they have reached agreement on theterms of a recommended cash acquisition of the entire issued ordinary share capital of Plus500 byPlaytech, such Acquisition to be made by Brighttech Investments S.A. (“Brighttech”). Under the terms ofthe Acquisition, Plus500 Shareholders will be entitled to receive 400 pence in cash per Plus500 Share,valuing the Plus500 Group at approximately 459.6 million.2. The AcquisitionUnder the terms of the Acquisition, which will be set out in further detail in both the Information Statementto be sent to Plus500 Shareholders and the Circular to be posted to Playtech Shareholders, Plus500Shareholders shall be entitled to receive 400 pence per Plus500 Share in cash, without any interestthereon, subject to the withholding of any applicable taxes as described below.Playtech expects to fund the Acquisition from existing cash resources and new debt facilities.The Acquisition will be implemented by means of a merger in accordance with the Israeli Companies Lawthrough the reverse merger of Socialdrive, an Israeli subsidiary of Brighttech, with and into Plus500 withPlus500 surviving such merger as a wholly owned subsidiary of Playtech. The Acquisition is not governedby the UK Takeover Code.StructureTo effect the Acquisition, Brighttech (a wholly owned subsidiary of Playtech), Socialdrive and Plus500have today entered into the Merger Agreement pursuant to the terms of which the total consideration tobe paid for all issued and outstanding shares of Plus500 on completion of the Acquisition will be 459,553,508, which represents 400 pence per Plus500 Share (excluding any payment made in relationto any share appreciation rights outstanding at the time of completion, which would be paid out in cash atthat time by Plus500 in accordance with the provisions of the Merger Agreement).ConditionsCompletion of the Acquisition is subject to the satisfaction or waiver of a number of conditions set out inthe Merger Agreement including: the approval of Plus500’s Shareholders for the Acquisition; the approval of Playtech’s Shareholders for the Acquisition; there being no event having a Material Adverse Effect (as defined in the Merger Agreement) prior tocompletion of the Acquisition; regulatory approval for the Acquisition being received from and/or the appropriate notifications beingmade to the applicable regulators which would include the FCA in the UK, the Australian Securitiesand Investment Commission (ASIC) in Australia and Cyprus Securities and Exchange Commission(CySEC) in Cyprus in respect of the Plus500 Group’s various regulatory licences; and the Israeli statutory waiting periods having elapsed following the filing of the relevant merger proposalswith the Israeli Registrar of Companies.Conduct of business by Plus500; no dividend distribution

Plus500 has agreed that until the effective date of the Acquisition, Plus500 and its subsidiaries will conducttheir businesses in the ordinary course of business consistent with past practice and use commerciallyreasonable efforts to preserve substantially intact their business organisation, keep available the servicesof the current officers and key employees, and preserve the current relationships with customers,suppliers, distributors and other persons with whom Plus500 or its subsidiaries have significant businessrelations, subject to certain exceptions.The Merger Agreement prohibits Plus500 from distributing dividends to its shareholders until the effectivedate of the Acquisition without the prior consent of Brighttech.Competing proposalsPlus500 has agreed that it will and will cause its subsidiaries and their respective representatives toimmediately cease any and all existing discussions, communications or negotiations with respect to anyacquisition proposal with any persons conducted prior to the execution of the Merger Agreement andrefrain from any discussions, communications or negotiations with respect to any acquisition proposal forso long as the Merger Agreement is in effect.Notwithstanding the restrictions above in relation to the conduct of business, the Plus500 Board ispermitted to engage in discussions of, or provide non-public information with respect to, any bona fide,unsolicited written acquisition proposal received without a breach of the "no solicitation" restrictionscontained in the Merger Agreement if the Plus500 Board has determined, after consultation with itsfinancial adviser and outside legal counsel, that the acquisition proposal constitutes or may reasonablybe expected to lead to a "superior proposal". A "superior proposal" is a proposal in cash where theconsideration payable thereunder to the Plus500 Shareholders is not less than 105% of the considerationoffered by Brighttech under the terms of the Acquisition (or any amended terms of the Acquisition putforward by Brighttech). In the event of a superior proposal, the Plus500 Board may change itsrecommendation to the Plus500 Shareholders and/or terminate the Merger Agreement, subject to theright of Brighttech to match the superior proposal and the requirement for Plus500 to pay a terminationfee in certain cases (as described below).Break feeThe Merger Agreement contains representations and warranties given by each of Plus500, Brighttech andSocialdrive and also provides for a break fee of 20.7 million (4.5 per cent. of the value of the Acquisition)to be paid by Plus500 to Brighttech in the following circumstances (A) a takeover proposal shall have been made known to Plus500 and publicly disclosed or madepublicly known or made directly to the Plus500 Shareholders, and thereafter, the Merger Agreementis terminated by Plus500 or Playtech due to the failure to obtain the Plus500 Shareholders approval,and thereafter (B) within nine months after the date the Merger Agreement is terminated, Plus500enters into a definitive agreement with respect to any takeover proposal that is subsequentlyconsummated; Plus500 terminates the Merger Agreement in order to enter into an agreement with respect to asuperior proposal; orPlus500 terminates the Merger Agreement due to (A) the Plus500 Board changes its recommendation tothe shareholders to vote for the Merger; or (ii) the Plus500 Board refuses to re-affirm its recommendationto vote for the Acquisition and, within nine months after such date, Plus500 enters into a definitiveagreement with respect to any takeover proposal that is subsequently consummated.TerminationThe Merger Agreement may be terminated at any time before the effective time of the Acquisition by themutual written consent of Brighttech, Socialdrive and Plus500.

The Merger Agreement may also be terminated prior to the effective time of the Acquisition by Brighttechor Plus500 if: a governmental entity has issued a final and non-appealable order or taken any other action, havingthe effect of permanently restraining, enjoining or otherwise prohibiting the Acquisition; the Acquisition is not consummated by 31 December 2015 (it being agreed that such rights cannot beexercised by a party whose actions or omissions have been a principal cause of the failure to meetsuch date); or the Plus500 Shareholder approval or the Playtech Shareholder approval is not obtained at the relevantmeeting.The Merger Agreement may also be terminated by Brighttech under any of the following circumstances: if (A) the Plus500 Board changes its recommendation to shareholders to vote in favour of theAcquisition following receipt of a superior proposal or (B) following the public disclosure orannouncement of a takeover proposal the Plus500 Board shall have failed to reconfirm publicly thePlus500 Board recommendation within seven business days after Plus500 receives Brighttech’swritten request therefor; Plus500 has materially breached any of its representations, warranties or covenants under the MergerAgreement which would result in the failure to satisfy a closing condition (subject to an overall materialadverse effect qualification), and Plus500 has failed to cure or cannot cure the breach within 30 daysfollowing notice of the breach.The Merger Agreement may also be terminated by Plus500 under any of the following circumstances: at any time prior to the receipt of the Plus500 Shareholders approval in order to enter into anagreement with respect to a superior proposal, provided that Plus500 pays the break fee (as describedabove) to Brighttech concurrently with the termination of the Merger Agreement; Brighttech has materially breached any of its representations, warranties or covenants under theMerger Agreement which would result in the failure to satisfy a closing condition (subject to an overallmaterial adverse effect qualification), and Brighttech has failed to cure or cannot cure the breach within30 days following notice of the breach; or if (A) the conditions to closing have been satisfied (or waived), (B) Plus500 has irrevocably confirmedin a written notice delivered to Brighttech that Plus500 stands, and will stand, ready, willing and ableto consummate the Acquisition and (C) Brighttech fails to consummate the Acquisition withinfive business days after the delivery of such written notice.Plus500 has agreed that until the effective date of the Acquisition, Plus500 and its subsidiaries will conducttheir businesses in the ordinary course of business consistent with past practice and use commerciallyreasonable efforts to preserve substantially intact their business organisation, keep available the servicesof the current officers and key employees, and preserve the current relationships with customers,suppliers, distributors and other persons with whom Plus500 or its subsidiaries have significant businessrelations, subject to certain exceptions.Further details of the terms and conditions of the Merger Agreement will be set out in the Playtech Circularand the Plus500 Information Statement.3. Background to and reasons for the AcquisitionThe Acquisition is in line with Playtech’s stated strategy to acquire market leading businesses in regulated,high growth industries, with similar fundamentals to Playtech’s existing operations. The Board of Playtechreviews the most efficient, value enhancing means for deploying its capital on an ongoing basis. ThePlaytech Directors believe that the acquisition of Plus500 represents an attractive opportunity due to itsbrand, its position in the market and its existing customer relationships globally. Furthermore, Playtech’sDirectors believe that the Acquisition, if approved, represents a fair valuation for a leading CFD broker andplatform provider.

The transaction builds upon Playtech’s recent acquisition of a 91.1% stake in TradeFX, the online CFDsand binary options broker and trading platform provider, and the Directors of Playtech and Plus500 believethat there is strong potential for synergies through the combination of Plus500 and TradeFX, as well asthe opportunity to continue to grow through further consolidation in the industry.In statements made by Plus500 on 18 May 2015 and 22 May 2015, it notified that: On 30 October 2014, Plus500UK provided a Voluntary Requirement (“VREQ”) to the FCA wherebyPlus500UK was prohibited from conducting all transactions for customers without appropriate AMLdocumentation; On 9 January 2015, Plus500UK was required by the FCA to appoint a skilled person to conduct areview of its Anti-Money Laundering (“AML”), financial sanction systems and other relatedregulatory controls; On 18 May 2015, Plus500UK prohibited all transactions for existing customers until additional AMLprocedures have been completed and ceased on-boarding any new clients until procedures areagreed with the skilled person, which they estimated to be concluded within days.On 27 May 2015, Plus500 estimated that in the two weeks since this disclosure, revenue had reduced byUS 4 million and that it would incur additional one off remediation costs conservatively estimated to beUS 2 million. In addition, Plus500 remains in an active dialogue with the skilled person regarding themodifications to its on-boarding processes for new customers and until this has come to a conclusion,Plus500 estimates it will be unable to on-board any new customer accounts through its FCA regulatedsubsidiary. This is expected to take about a month.4. The Playtech Group’s strategyThe Acquisition will provide Playtech with additional regulatory licences in the UK (FCA) and Australia(ASIC) and will further enhance the licences already held by Playtech.The Acquisition will also support Playtech’s current strategy of building and acquiring highly cashgenerative, scalable businesses, which is driven through delivering industry leading technology andmarketing capabilities across multiple digital channels.As a result of this transaction and as the financial vertical of the Playtech Group continues to grow andbecome more significant to the overall performance of the enlarged group, the board of Playtech hasdecided that Ron Hoffman will take on the role of CEO of TradeFX, whilst retaining his role as CFO of thePlaytech Group.5. Information on PlaytechPlaytech develops unified software platforms and content for the online and land-based gaming industry,together with providing a range of ancillary services such as marketing, CRM services and hosting.The Playtech Group's capabilities enable the delivery of an integrated software or turnkey solution, withplayers accessing onlin

Following the recent acquisition of TradeFX Limited ("TradeFX"), the online CFDs and binary options broker and trading platform provider, Playtech is a natural aggregator of businesses within this sector. Plus500 has developed and operates an online trading platform for retail customers to trade CFDs