About Amaya

GLOBAL GAMING LEADER

Amaya was formed in 2004 and, until mid-2014, primarily provided business-to-business diversified gaming solutions, products and services. Amaya’s former B2B business included the design, development, manufacturing, distribution, sale and service of technology-based gaming solutions for the regulated gaming and interactive entertainment industries worldwide, primarily to land-based and online gaming operators and governmental agencies and bodies, and ultimately indirectly to end-users and consumers. These solutions, products and services primarily consisted of interactive gaming solutions, land-based gaming solutions and lottery solutions.

Since the acquisition of its current consumer technology business, Rational Group, in August 2014 and as a result thereof, Amaya has become one of the world’s largest publicly traded real-money online gaming companies, with its consumer technology operations, including the PokerStars brand, being its primary business and source of revenue. With what it believes to be a premier, scalable platform that diversifies its products and services both geographically and across verticals, Amaya currently expects that its consumer technology business will continue to help facilitate an increase in shareholder value and the delivery of sustainable, profitable long-term growth.

Currently, Amaya estimates that PokerStars holds a strong majority of the global market share of real-money poker player liquidity, or the volume of real money poker players, and is among the leaders in play-money poker player liquidity. Since its 2001 launch, Amaya also estimates that PokerStars has become the world’s largest real money online poker site based on, among other things, player liquidity and revenues, and Amaya believes that it has distinguished itself as one of the world’s premier poker brands.

Amaya estimates that Rational Group’s online casino is among the world’s fastest growing and has the largest player-base among its competitors. Rational Group, through PokerStars and its BetStars and StarsDraft brands, also offer online sportsbetting and daily fantasy sports, respectively.

Amaya is continuously developing its proprietary platforms and has invested significantly in its technology infrastructure since inception to ensure a positive experience for its customers, not only from a gameplay perspective with respect to its consumer technology business, but most importantly, with respect to security and integrity across business segments and verticals. To support Amaya’s strong reputation for security and integrity, Amaya employs what it believes to be industry-leading practices and systems with respect to various aspects of its technology infrastructure, including payment security, game integrity, customer fund protection, marketing and promotion, customer support, responsible gaming and VIP rewards and loyalty programs. Further, Amaya dedicates nearly all of its research and development investments to its consumer technology business, which seeks to provide broad market applications for products derived from its technology base.

CORPORATE GOVERNANCE AND ETHICAL CONDUCT

As a regulated entity, Amaya is required to maintain strong corporate governance standards and is required to, among other things, maintain effective internal controls over financial reporting and disclosure controls and procedures, maintain systems for accurate record keeping, file periodic reports with gaming and securities authorities and maintain strict compliance with various laws and regulations applicable to us.

Amaya believes that sound corporate governance practices are in the interest of shareholders and contribute to prudent and effective decision-making. Amaya aims for strong corporate governance and ethical business conduct by maintaining best practices, transparency and accountability to our stakeholders.

Amaya has a comprehensive Code of Business Conduct which requires every officer, director and employee to observe high standards of business and personal ethics as they carry out their duties and responsibilities, as well as Board-approved policies including, without limitations, a Disclosure, Confidentiality & Trading Policy, an Anti-Bribery and Anti-Corruption Policy, and a Whistleblower Policy.

Corporate Governance Documents

Mandate for the Board of Directors

Audit Committee Charter

Corporate Governance, Nominating and Compensation Committee Charter

Corporate Governance Guidelines

NASDAQ Statement of Corporate Governance Differences

Position Description for the Chair of the Board of Directors

Position Description for the Chief Executive Officer

Code of Business Conduct

On April 28, 2017, Amaya amended its Code of Business Conduct (the “Code”), a copy of which is available at the link directly above. The substantive amendments made to the Code: (a) clarify that it is Amaya’s policy to operate in compliance with all laws including anti-corruption laws, and that compliance with laws always take precedence over customs or social requirements; (b) more explicitly caution employees, officers and directors that there are special legal and ethical considerations that apply to the provision of gifts, benefits and entertainment to public officials; (c) provide that gifts shall not be made to public officials without express authorization from Amaya’s legal department and that such legal department shall be consulted prior to hiring family members of current or former public officials; (d) caution that certain jurisdictions strictly prohibit gaming companies and their employees from engaging in political activities; and (e) provide that reports of violations or possible violations of the Code can be made anonymously through Amaya’s Whistleblower Hotline.

Compliance Committee

Amaya’s Compliance Committee strives to ensure the good character, honesty and integrity of Amaya, its subsidiaries and employees, and that it conducts its business affairs in an honest, moral and ethical fashion and in compliance with applicable laws, rules, regulations and other conditions imposed by applicable gaming and related regulatory authorities.  The Compliance Committee also strives to protect Amaya’s reputation and prevent it from taking any action that could jeopardize its existing licenses and approvals or its ability to obtain any additional ones. The current members of the Compliance Committee are listed below.

Tom Auriemma, Chair

• Former chair of the NJ Division of Gaming Enforcement

• Recently retired Chief Compliance Officer of Penn National Gaming (NASDAQ: PENN)

Ben Soave

• Law enforcement and intelligence innovator

• Former Chief Superintendent of the RCMP

• Internationally decorated in combatting organized crime and terrorism

Harlan Goodson

• Former Director of California’s Division of Gambling Control

• Internationally recognized legal expert in area of gaming law

• Recipient of the International Masters of Gaming Law inaugural Regulator of the Year award in 2001

• Current Independent Director. Full biography is here

Dr. Aubrey Zidenberg

• Strategist in International Gaming, Tourism & Entertainment projects since 1975‎

• Co-Chair ‎of the Integrate Strategic Community Advisory Council, working primarily with the Major Crimes Unit ‎of the York Regional Police

• President and Chief Executive Officer of Casino Amusements Canada since 1978

• President, Chief Executive Officer and a director of ZAP Casinos Canada since 1996

Michelle Chatigny

• Former Vice President of Compliance and Compliance Committee member at International Game Technology PLC (NYSE: IGT)

• Formerly with the Nevada Gaming Control Board

Contact the Board of Directors

In addition to any other means of communication available under Amaya’s policies and procedures or otherwise, you can contact Amaya's Board of Directors to provide comments, to report concerns, or to ask a question, at the following address, telephone number or email:

Amaya Inc.
Attn: General Counsel
7600 Trans Canada Hwy
Pointe-Claire, Quebec H9R 1C8
Canada

Phone: +1 514 744 3122
Email: asktheboard@amaya.com

You may submit your concern anonymously or confidentially. You may also indicate whether you are a shareholder, customer, supplier, or other interested party.

Communications are distributed to the Board of Directors, or to any individual directors as appropriate, depending on the facts and circumstances outlined in the communication. Communications to Amaya’s Board of Directors are monitored by Amaya’s General Counsel, who periodically reviews such communications and forwards messages to members of the Board of Directors, as appropriate. Responses to any communications will be at the discretion of the addressed Board member(s) and/or the General Counsel.

Redemption Provisions for Unsuitable Persons

On July 30, 2014, Amaya’s shareholders approved a special resolution to amend the articles of the Corporation to include certain provisions to ensure that Amaya comply with applicable gaming regulations. These provisions provide the Corporation with a right to redeem Common Shares held by an Unsuitable Person (as defined below). This right is required in order for the Corporation to comply with regulation in various jurisdictions where the Corporation does business or is expected to do business, which provides that some or all shareholders of a corporation requiring a gaming license who hold over a certain percentage threshold of Common Shares cannot be deemed “unsuitable” by the applicable gaming regulatory authority issuing the gaming license in order for such corporation’s gaming license to be issued and to remain valid and in effect. The purpose of the provisions is to provide the Corporation with a means of protecting itself from having a Shareholder (an “Unsuitable Person”) whose ownership of Common Shares or whose failure to make an application to seek licensure or suitability review from or otherwise comply with the requirements of a gaming regulatory authority may result in the loss, suspension, revocation (or similar action) with respect to any license, permit, authorization, waiver or other gaming regulatory approval held by the Corporation, or the denial of any license, permit, authorization, waiver or other gaming regulatory approval sought by the Corporation, in each case as determined by the Board, in its sole discretion, after consultation with legal counsel and the applicable gaming regulatory authority.

Redemption Provisions for Unsuitable Persons, July 30, 2014