Statement pursuant to S.430(2B) of the Companies Act 2006 – Philip Bowcock

As announced on 5 September 2019, Philip Bowcock stepped down as a director of William Hill plc (the “Company”) on 30 September 2019. In accordance with the terms of his service agreement and the Company’s directors’ remuneration policy, details of Philip’s remuneration arrangements in respect of his departure are as follows:

  1. Philip will receive his contractual entitlement to salary and contractual benefits (including pension contribution payments) until an anticipated cessation of employment on 31 December 2019, having ensured an orderly transition.

  2. Philip will receive payments in lieu of notice (“PILON”) equal to monthly salary and contractual benefits (including pension contribution payments) for a further 8 months. The Company will pay the PILON in equal monthly instalments subject to Philip’s duty to mitigate.

  3. Philip will be considered for a pro-rated bonus for the proportion of 2019 that he has served as a director subject to the achievement of the applicable performance conditions, measured in Q1 2020. The amount (if any) of such bonus will be determined by the Remuneration Committee and payable at the normal payment date. In accordance with the Company’s directors’ remuneration policy, 50% of any such bonus will be deferred into shares which will vest and become exercisable after two years from grant.

  4. Following an appropriate pro-rata reduction to reflect a proportion of each award’s performance vesting period (four years for the 2016 award, three years for all others), Philip currently holds the following outstanding awards under the Company’s 2014 Performance Share Plan:
    1. nil-cost options over 243,701 Company shares granted in 2016;
    2. nil-cost options over 439,583 Company shares granted in 2017; and
    3. nil-cost options over 283,786 Company shares granted in 2018; and
    4. nil-cost options over 259,100 Company shares granted in 2019.

    These awards will remain capable of vesting at the normal time subject to achievement of the applicable performance conditions. To the extent the awards vest, dividend equivalents will be credited and a further holding period will apply (one-year holding period for 2016 awards; two-years for all other awards).

    In addition, Philip holds a performance vested award from 2015 in respect of 34,072 Company shares which is available to exercise from November 2019, and which is subject to a one-year holding period.

  5. Philip remains eligible to receive the following awards of deferred bonus shares which will vest at the end of the respective two year deferral periods:
    1. 89,096 deferred shares vesting March 2020
    2. 63,842 deferred shares vesting March 2021
  6. The Company will pay up to £12,000 plus VAT in respect of legal fees incurred by Philip.

Full details of all payments made to and receivable by Philip will be disclosed in the Directors’ Remuneration Report within the Company’s Annual Report and Accounts for the year ending 31 December 2019, and subsequent years as appropriate.