2016 | Ireland

Monthly Payroll

WHAT’S GREEN AND GOLD AND POPULAR ALL OVER? 2

Last year, we put our Sharesave launch plans on hold

At the last launch, over 1,200 employees signed up to the

while the merger between Paddy Power and Betfair

plan and we’re hoping that many more of you will sign up

completed. Now that we’ve teamed up, we’re launching

this year for a chance to save and invest in the future of

the Paddy Power Betfair Sharesave.

Paddy Power Betfair. You could even make a profit at the end of the plan (just in case you need another reason!)

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A BETTER WAY TO SAVE

A discounted bet see the result before you decide cash out anytime IT’S A NO BRAINER Sharesave is our Company ‘Save as You Earn’ (SAYE) plan. It’s an easy way to save money directly from your salary over 3 years and gives you the opportunity to buy Paddy Power Betfair shares at a 25% discount.

Benefits - An easy way to save money. - A chance to buy Paddy Power Betfair shares on the Irish Stock Exchange at a 25% discount (the ‘Option Price’). - A chance to make a profit at the end of the plan. - Withdraw your savings at any time. - Easy and free to join. - Take up to a maximum of 6 payment breaks whenever you wish. - Available to all employees of Paddy Power Betfair company in Ireland.

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SHARESAVE

HERE’S HOW THE PLAN WORKS 5

SHARESAVE IN ACTION We took the average Paddy Power Betfair plc share price (on the Irish Stock Exchange) between 28 and 30 September 2016 and discounted this by 25%.

The Option Price becomes important when your plan comes to an end because if the Paddy Power Betfair share price at the time of exercise is higher than the Option Price, you could make a profit.

This is the fixed Option Price for the Sharesave 2016 plan and if you decide to buy shares at the end of the plan, this is how much you will pay for each share.

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PLACE YOUR BET (Apply)

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ACCUMULATE (Save)

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CASH OUT (Decide)

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Decide how much you want to save each month. This is your contribution amount and is fixed for the duration of the plan. You can save between €12 and €500 each month. Apply online from 9am on Monday 3 October 2016.

Monthly deductions will then start and continue for the next 3 years (36 contributions in total). Your savings will be held with Barclays Bank plc and are protected in full (refer to FAQ for further details). The first contribution to your savings account will be taken in the November 2016 payroll.

At the end of the 3 years (‘Maturity’) you decide whether you want to use your savings to buy shares at the discounted Option Price. You can choose to keep the shares in your name, or you can immediately sell the shares and possibly make a profit if the market price when you sell is higher than the Option Price. Alternatively, you can withdraw your savings in full.

CASHING OUT AT MATURITY

Once the final whistle has sounded and all 36 contributions have been made, you will have the chance to decide how to maximise your savings. We will write to you nearer the time of maturity, but here’s a summary of the choices that will be available to you.

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CHOICE 1

BUY AND SELL

CHOICE 2

BUY AND KEEP

WITHDRAW

Buy and sell your Paddy Power Betfair plc shares

Buy and keep your Paddy Power Betfair plc shares

Withdraw your savings in full.

Your savings will be used to buy the shares at the discounted Option Price fixed at the start of the plan. These will then be sold immediately at the share price on the Irish Stock Exchange at the time of the trade.

Your savings will be used to buy the shares at the discounted Option Price fixed at the start of the plan and the shares will be transferred to your Capita online Vested Share Account. Whilst you hold the shares, you'll be able to share in the future success of the Company. You'll receive any dividends that are announced and you can also attend and vote at the AGM.

You can also withdraw your savings at any

You could make a profit if the share price at the time of trade is higher than the Option Price. All the work is done for you and you receive the proceeds after deduction of the Capita administration fee (0.35% or €19.50 minimum) and any applicable taxes.

You can sell the shares at any time in the future and could make a profit if the share price when you sell is higher than the Option Price.

As a holder of ordinary shares, the value of your holding is subject to the performance of the Company and thus, the value of your shares can go down as well as up. Refer to 'What are the risks' on the FAQ page.

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CHOICE 3

time during the plan by logging on to your Capita account and opting to withdraw from the plan. Your savings, held with Barclays Bank, will then be returned to you directly. It would usually be in your interest to choose this option if the share price was lower than the Option Price at the end of the plan. If you withdraw your savings before the end of the savings contract you lose the option to buy shares at the end of the plan.

THE TECHNICAL BITS Before you apply, there’s a few important things you should know.

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The Sharesave plan is based on the rules of the Paddy Power Betfair plc Sharesave Scheme. You can find a copy of these rules in your Capita account. The information below outlines the specifics of the plan in Ireland.

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Eligibility

You can join the plan if you are employed by a Paddy Power Betfair Group company in Ireland on 3 October 2016.

Option Price

€75.2081 25% discount on the average Paddy Power Betfair plc share price on the Irish Stock Exchange between 28 - 30 Sept 2016

Plan Limits

You can save from €12 a month, up to a maximum of €500 a month (in €1 increments) The total you are saving across all active Sharesave plans must not exceed €500

Invitation Open

9am Monday 3rd October 2016

Invitation Close

5pm Monday 17th October 2016

Contributions

Contributions to your plan will be made automatically via payroll and will be held with Barclays Bank plc. Your savings are protected under the Financial Services Compensation Scheme (FSCS).

Payment Breaks

You can defer up to a maximum of 6 contributions throughout the Sharesave 2016 plan. These do not have to be taken consecutively. If you miss a 7th payment, your plan will automatcially end.

Closure/Withdrawal

You can cancel your plan any time directly from your Capita online account. Your savings will be returned to you within 10 working days. By choosing to cancel/withdraw from the plan, you forfeit the option to buy shares at the end of the plan.

Interest/Bonus

No interest or bonus is payable on savings held in the plan.

Tax

The Sharesave plan is tax approved by the Irish Revenue, as such, no Income Tax is payable on the proceeds from the sale of shares purchased under the plan or interest accrued on savings held. However, you will have to pay PRSI and USC on the exercise of your options. Capital Gains Tax may also be payable on the gain (profit) resulting from any disposal of shares. Please refer to the 'Will I pay tax' section on page 15 for further information about tax. If you are unsure, you should seek independent financial advice from a qualified tax advisor.

APPLY

WANT IN? Once you’ve decided how much you would like to save, you can apply in just a few minutes. We’ve appointed Capita to administer the plan and handle your application.

Head over to www.paddypowerbetfairshares.com to apply. You’ll need your unique Investor Code which you can find at the top of your invitation email or letter or your username and password if you have already registered previously.

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AFTER YOU HAVE APPLIED After you have applied, you will receive an immediate confirmation of your application to the Sharesave 2016 plan. If you do not receive confirmation you will need to contact Capita as your application may not have been processed (contact details can be found on page 18). Following the grant, your Option Certificate will be uploaded to your Capita account. This certificate confirms your participation in the plan. It also confirms your monthly savings amount and the number of shares you will have the option to buy at the end of the plan. The first contribution from your paid salary will start in November 2016 and continue each month until all 36 contributions have been made unless you withdraw from the plan.

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Here are the answers to some of the more common questions about the plan. If you have any other questions, you can contact [email protected]

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Am I eligible to join?

You can join the Sharesave 2016 plan if you are employed by a Paddy Power Betfair Group Company in Ireland on 3 October 2016.

What is a share?

A share is part of a company which can be bought or sold on the stock market. If you own Paddy Power Betfair plc shares it makes you a shareholder and you own a part of the company. The price of a share is affected by various factors, including the company’s performance. If we are doing well and achieving great results, we are worth more to investors and, all things being equal, our share price should go up. Your hard work and commitment is vital to our success. If you become a shareholder, you will benefit from it directly.

What is a scale back? The number of options we can grant under the scheme is not unlimited. In the event that the Sharesave 2016 plan is oversubscribed, and the number of options applied for exceeds the maximum allocated options set aside for the plan, the Company may decide to scale back the chosen monthly savings amount for each applicant. This is unlikely, however, if it does happen, you will be notified after the closing date.

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What if I leave the company?

The choices available to you will depend on your leaving reason. At the very least, you will always get back the money that you have put in. If you leave due to redundancy, retirement at the Specified Age, injury or disability, you will be able to purchase a reduced number of shares or withdraw your savings (subject to the plan rules). If you leave for any other reason, you will only be able to withdraw your savings.

What if my situation changes? If your situation changes, you may have the choice to take a payment break. This is where you choose to defer payments if needed. You can defer up to a maximum number of 6 payments in each plan as detailed in the ‘Your Sharesave’ section. Your maturity date will be delayed by one month for each payment deferred in order to make up the missing payments. Contact [email protected] for further details. You can also choose to withdraw your savings from the plan at any time but you would lose the option to buy shares.

What if I go on Long Term Sick or Maternity Leave?

Your plan will continue as long as your salary is sufficient to cover contributions. If you think that your salary will not be sufficient to cover salary contributions, please contact [email protected] to discuss the possibility of making payments directly to cover contributions whilst on leave. You may also be able to take a Payment Break (explained earlier) whilst you are on leave.

What are the risks?

The shares of Paddy Power Betfair plc to which you may be entitled under this plan are listed on the Irish Stock Exchange (secondary listing). The price of these shares will fluctuate throughout the period of the plan and may even lose their entire value, depending upon the performance of the company, supply and demand on the market, and circumstances effecting the equity markets in general. There is therefore no guarantee that the market value of a share in the company on exercise is greater than the Option Price set at the start of the plan. If the share price at the end of the savings period is less than the discounted option price, you can simply take back your savings. You should always check the share price before making a decision and if you are unsure, you should seek independent financial advice.

Will I pay tax?

On the exercise of your Option, you will be liable to Universal Social Charge (normally at a rate of 5.5%) and employee's Pay Related Social Insurance (normally at a rate of 4%) on the difference between the value of the shares you acquire and the price you pay for them. If you subsequently sell the shares, you may become liable to Capital Gains Tax (currently at 33%) if the gains you make, along with other gains in the tax year exceeds the current allowance (€1,270 for the 2016 tax year). Remember, tax legislation can change and the rules that apply today may be different when you come to sell your shares. The plan is tax approved by the Irish Revenue. Only in exceptional circumstances will income tax be payable on the exercise of an option. This occurs for example if your employing company leaves the Group within 3 years of the date of grant. If you are unsure, you should seek independent financial advice.

What happens at the end of the plan?

What happens if I relocate? If you are relocated to another Paddy Power Betfair Group company, you will still be able to continue participating in the plan. In order to continue, you may have to arrange to make payments directly to payroll in the original currency (Euro) and you should contact [email protected] for instructions.

Can I participate in more than one plan? Yes. As long as you remain eligible, and as long as you are within the plan limits, you can participate in more than one plan. The current maximum limit is €500 across all active Sharesave plans. If you are already participating in a Sharesave plan your participation will continue as normal. You can also join the Sharesave 2016 plan, but your monthly savings across all plans must not exceed €500. The amount you can choose to save in the Sharesave 2016 will be detailed on your Invitation letter/email. If you believe that you are eligible to save a different amount than what is stated on your invitation please contact [email protected]

Are my savings protected? Yes. Your savings are protected by the Financial Services Compensation Scheme (FSCS).

Towards the end of the Sharesave plan, Capita will write to you with the choices available to you. You will have 6 months to decide whether to buy the shares at the Option Price or take your savings in cash. However, after 6 months you will lose the right to buy shares.

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KEY DATES SEPT

30th 2016

Option Price Set

25% discount on average Paddy Power Betfair plc share price Irish Stock Exchange OCT

3RD 2016

Invitation Opens

Apply online from 9am OCT

17th 2016

Invitation Closes 5pm OCT

21st

Grant Date

2016

NOV

15/25 2016

Contribution Start Date

Paddy Power payroll - 15 Nov Betfair payroll - 25 Nov DEC

1st

2016

Contract Start Date 3 year plan

DEC

1st

2019

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Maturity Date

Your maturity date will be extended if you have taken Payment Breaks

DON’T MISS OUT

Remember; you have until 5pm on Monday 17 October 2016 to apply If you’re not sure about joining the plan, just remember: You can throw in the towel at any time. If you decide to withdraw from the plan at any point or if you leave the Company for any reason, at the very least, your savings will be returned to you in full.

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CONTACT

QUESTIONS?

If you have any questions regarding the application process, or if you have any problems registering, logging on or using the website you should contact Capita. [email protected] +44 (0) 371 664 0330 If you have any questions about the plan, or if you are not sure about how the plan works and would like to speak to us before you apply, you can contact the Shareplans Team.

Sharesave

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[email protected] Lync/IM: Kieran Umanee

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